<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

                                     FORM 10-K

/x/   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                     For fiscal year ended December 31, 1997

                                        OR

/ /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
          For transition period from ________________ to ________________

                          Commission File Number:  0-24286

                                EAGLE FINANCE CORP.
                 ----------------------------------------------------
                (Exact name of Registrant as specified in its charter)

            DELAWARE                                           36-2464365
            --------                                           ----------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)

1425 TRI-STATE PARKWAY, GURNEE, ILLINOIS                       60031-4060
----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:    (847) 855-7150
--------------------------------------------------     --------------

Securities registered pursuant to Section 12(b) of the Act:
----------------------------------------------------------

                                                Name of each Exchange
                         Title of each class     on which registered
                         -------------------    ---------------------
                                 NONE                     NONE

Securities registered pursuant to Section 12(g) of the Act:
----------------------------------------------------------

                      COMMON STOCK, $0.01 PAR VALUE PER SHARE
                      ---------------------------------------
                                  (Title of Class)


DISCLOSURE ITEMS OMITTED:
------------------------

     Items:  6, 7, 7A, 8, 9, 14(a)(1), 14(a)(2), 14(d)

     Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes  X  No __

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of Registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this 10-K or 
any amendment to this form 10-K.  [X]

<PAGE>

The aggregate market value of voting common stock of Registrant held by 
non-affiliates as of March 30, 1998 was approximately $1,134,000(1).  At March 
31, 1998, the total number of shares of common stock outstanding was 
4,228,690.

                         DOCUMENTS INCORPORATED BY REFERENCE

     None


_______________

(1)  Based on the closing price of Registrant's common stock on March 30, 1998
     on the Nasdaq National Market, and reports of beneficial ownership filed
     by directors and executive officers of Registrant and by beneficial owners
     of more than 5% of the outstanding shares of common stock of Registrant;
     however, such determination of shares owned by affiliates does not 
     constitute an admission of affiliate status or beneficial interest in 
     shares of common stock of Registrant.

<PAGE>

                                 EAGLE FINANCE CORP.

                            1997 FORM 10-K ANNUAL REPORT
                              ________________________

                                 TABLE OF CONTENTS
                              ________________________

<TABLE>
<CAPTION>
                                                                        PAGE
                                                                       NUMBER
<S>       <C>                                                          <C>
                                       PART I

Item 1.   BUSINESS   . . . . . . . . . . . . . . . . . . . . . . . . .     1

Item 2.   PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . .     4

Item 3.   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . .     5

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . .     6

                                       PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . . . .     6

Item 6.   SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . .     7

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS. . . . . . . . . . . . .     7

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .     7

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . . . . . . . .     7

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE  . . . . . . . . . . . .     7

                                       PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . .     8

Item 11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . .     8

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
          OWNERS AND MANAGEMENT. . . . . . . . . . . . . . . . . . . .     8

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . .     8

                                       PART IV 

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
          ON FORM 8-K. . . . . . . . . . . . . . . . . . . . . . . . .     8

</TABLE>

<PAGE>

                                        PART I

ITEM 1.   BUSINESS

GENERAL

     Eagle Finance Corp., a Delaware corporation (the "Company" or "Eagle"), 
is a specialized financial services company.  The Company's business consists 
primarily of acquiring and servicing automobile retail installment sale 
contracts ("Installment Contracts") for purchases of late model used 
automobiles (cars and light trucks) by "non-prime" consumers, who typically 
have limited access to traditional credit sources.  To a lesser extent, the 
Company's business consists of making direct consumer loans and finance 
leases and purchases other retail installment sale contracts (collectively, 
"Other Loans"), and offering, as agent, insurance and other consumer 
finance-related products (collectively, "Insurance Products") to consumers 
with whom it has financing relationships.

     The Company maintains its corporate headquarters and a regional office 
near Chicago in Gurnee, Illinois and operates a regional office in Tampa, 
Florida. Although the Company has not acquired finance receivables since 
October 1997, prior to such time, the Company had active relationships (I.E., 
the Company purchased Installment Contracts from such dealers during the 
preceding 90 days) with approximately 149 dealers located primarily in 
Illinois, Georgia, Florida, South Carolina and Wisconsin.

RECENT INDUSTRY DEVELOPMENTS

     Easy access to capital in the mid-nineties created a significant 
increase in competition.  The increased competition created circumstances 
where companies were acquiring loans of lesser quality in order to increase 
market share.  The lowering of underwriting standards was compounded by an 
influx of inexperienced and under-trained employees unfamiliar with how to 
buy and collect sub-prime finance receivables.  Essentially the principles of 
profitability were abandoned in favor of a growth strategy.

     The Company belives that it recognized earlier than the rest of the 
industry that loss rates on new business were increasing significantly.  
Eagle exited certain markets, reduced volume and developed a proprietary 
credit scoring index ("ECI") that enabled it, by early 1997, to better 
identify loan applications that were unlikely to achieve satisfactory 
profitability.  

     During 1997 and early 1998 there has been a major shakeout in the 
sub-prime industry.  Several major companies have announced plans to exit the 
business and others have experienced serious financial difficulties.  As a 
result used car dealers have significantly fewer sources of sub-prime 
financing.

     As a result of its inability to obtain funding, Eagle ceased approving 
and purchasing new finance receivables in October 1997 while honoring the 
flow of previously approved transactions.  The Company is presently engaged 
in efforts to undertake a reorganization that would include the following 
actions:  (i) the conversion of a portion or all of the Company's 
subordinated debt to equity; (ii) the infusion of additional equity; and 
(iii) the replacement of the Company's source of financing.  If Eagle's 
efforts to reorganize are successful, it will resume acquiring new finance 
receivables.

SERVICING AND COLLECTION

     Consumers obligated under the Company's Installment Contracts are 
expected to remit their monthly payments using a coupon book or a monthly 
statement provided to them by the Company.  In the event a consumer is 
delinquent on one or more of his or her first three scheduled payments, the 
Company attempts to contact the consumer by telephone within one day of the 
payment due date. Addressing delinquencies early in its relationship with a 
consumer provides the collection staff an opportunity to assess the 
consumer's financial situation and the

<PAGE>

likelihood that the consumer will continue to be delinquent.  If a payment 
other than one of the first three scheduled payments is not received on its 
due date, the Company mails a computer-generated written notice to the 
consumer within five days of the due date and typically contacts the consumer 
by telephone as a follow-up to the written notice.  In the event of a 
delinquency, the Company's trained collection specialists attempt to stay in 
regular contact with the consumer until the delinquency is cured.  If the 
consumer does not cure the delinquency and misses a subsequent payment, the 
Company typically repossesses the automobile promptly.  In situations where 
the delinquency is caused by the failure of the automobile to be in driveable 
condition, the Company may make an accommodation to the consumer that will 
allow the consumer to pay for repairs to the automobile.  Accommodations may 
also be made in certain circumstances where a consumer has previously 
demonstrated a strong payment history.

     Typically, 25% to 35% of the Installment Contracts serviced by the 
Company require some collection efforts each month.  The Company's target is 
to have each collection employee service approximately 150 collection 
accounts.  As of December 31, 1997, the Company was meeting this target.  All 
collection activities are handled in the company's two regional offices.  
Deficiency accounts and accounts that have been charged off are serviced by a 
separate group of collectors who have repossession and recovery experience.

     Repossessed automobiles are typically offered to dealers for bidding or 
they are auctioned after the lapse of the applicable redemption period, if 
any. Installment Contracts are charged off prior to becoming 90 days 
contractually delinquent or, if earlier, upon repossession of the automobile. 
Once an automobile is repossessed, the automobile is carried on the 
Company's books as a repossession on hand at a value equal to the lower of 
cost or market.  In certain situations, automobiles may be reconditioned 
and/or repaired prior to sale.

REGULATION

     The Company's operations are subject to extensive supervision and 
regulation under state and federal laws and regulations, which, among other 
things, require that the Company obtain and maintain certain licenses and 
qualifications, limit the interest rates, fees and other charges the Company 
is allowed to charge, limit or prescribe certain other terms of the Company's 
financings, require specified disclosures to consumers, govern the sale and 
terms of insurance products offered by the Company and the insurers for which 
it acts as agent, and limit the Company's rights to repossess and sell 
collateral.

     The Company is regulated in the states where it purchases Installment 
Contracts and makes Other Loans.  In addition, the repossession of 
automobiles and other collateral is generally governed by the law of the 
state in which the repossession takes place.  In general, the Company's 
business is conducted under licenses issued by individual states, and the 
Company is subject to periodic examination by the individual states.  State 
licenses are generally revocable for cause.

     The Company is also subject to state regulations governing insurance 
agents in connection with its sales of credit and other insurance, which 
require that insurance agents (such as the Company's personnel) be licensed, 
govern the commissions that may be paid to agents in connection with the sale 
of credit insurance and limit the premium amount charged for insurance.

THE INDUSTRY AND COMPETITION

     The year 1996 through the first quarter of 1998 was a period of dramatic 
upheaval in the indirect used auto lending segment of the non-prime 
automobile finance industry.  The indirect used auto lending segment is 
relatively young, and has attracted many new publicly traded participants.  
Within the segment, competition for new lending opportunities fostered growth 
to the detriment of credit quality and altered pricing discipline.  The 
combination of deteriorating credit quality among consumers and declining 
yields on new loans has contributed to reduced operating returns and results. 
Many industry participants, including the Company, have adjusted their 
operating strategies to improve credit quality and financial returns.

                                       2
<PAGE>

     The non-prime credit segment of the automobile finance industry is 
highly fragmented and competitive.  The prospect of high returns in this 
segment has caused many finance companies to focus their operations more 
heavily on the non-prime automobile finance business.  During the last few 
years, a number of finance companies have undertaken an initial public 
offering, thereby improving their ability to compete.  While other finance 
companies represent substantial competition for the Company, the Company does 
not believe that any finance company owns direct loans or installment 
contracts representing more than 2% of the total volume of non-prime 
automobile financing in the United States.

     Existing and potential competitors also include a variety of financial 
entities, including captive finance arms of major automobile manufacturers, 
banks, savings and loans, independent finance companies, small loan 
companies, industrial thrifts and leasing companies.  Many of these financial 
organizations do not consistently solicit business in, or have withdrawn 
from, this credit market.  The Company believes that captive finance 
companies generally focus their marketing efforts on this market when 
inventory control and/or production scheduling requirements of their parent 
organizations dictate a need to enhance sales volumes and then exit the 
market once these sales volumes are satisfied. The Company also believes that 
increased regulatory oversight and capital requirements imposed by market 
conditions and governmental agencies have limited the activities of many 
banks and savings and loans in this credit market.

     The Company believes that its established relationships with dealers, 
prompt and consistent review of credit applications, prompt payment of 
purchase prices for Installment Contracts, and high level of service enable 
it to compete effectively for the purchase of Installment Contracts.

EXECUTIVE OFFICERS OF THE COMPANY

     The executive officers of the Company and their ages and positions are as
follows: 

<TABLE>
<CAPTION>

                              AGE AT
         NAME             APRIL 1, 1997        POSITION WITH THE COMPANY
         ----             -------------        -------------------------
<S>                       <C>             <C>
 Charles F. Wonderlic           59        Chairman, Chief Executive Officer and
                                          Director
 Ronald B. Clonts               65        Vice Chairman and Director
 Robert J. Braasch              51        President and Chief Financial Officer
 Samuel M. Keith                50        Chief Operating Officer
 Richard E. Wonderlic           32        Executive Vice President and Director

</TABLE>

     CHARLES F. WONDERLIC has been the Chief Executive Officer of the Company 
since 1980 and Chairman since 1984.  He has served the Company in various 
capacities since 1962, including President, Chief Financial Officer, Vice 
President and Treasurer.  He was named a Director in 1962.  Prior to joining 
the Company, he was employed by General Finance Loan Company.  Mr. Wonderlic 
currently is a member of the Executive Committee of the American Financial 
Services Association and has continuously served as a Director of that 
organization since 1974.  Mr. Wonderlic received his M.B.A. degree from 
Northwestern University, Evanston, Illinois.

     RONALD B. CLONTS has been Vice Chairman of the Company since July, 1996. 
Previously, since 1992, he was the Company's President.  He was named a 
Director of the Company in 1994.  Prior to 1992 he served as Executive Vice 
President or Vice President since joining the Company in 1962.  He was 
previously employed by General Finance Loan Company.  Mr. Clonts received his 
M.B.A. degree from Northwestern University, Evanston, Illinois.  Mr. Clonts 
is the brother-in-law of Charles F. Wonderlic.

                                 3

<PAGE>


     ROBERT J. BRAASCH was named President of the Company in July, 1996.  He 
joined the Company in January, 1994 as Chief Financial Officer and Treasurer 
and was also named Senior Vice President in April, 1994.  Prior to joining 
the Company, Mr. Braasch spent seven years with USA Financial Services, Inc. 
as Chief Financial Officer and subsequently Chief Executive Officer.  Mr. 
Braasch spent his previous 12 years in various positions with Household 
Finance Corporation including six years as Treasurer.  Mr. Braasch graduated 
from DePaul University, Chicago, Illinois.

     SAMUEL M. KEITH joined the company in August, 1996 as Chief Operating 
Officer.  Prior to joining the Company, Mr. Keith spent 24 years with General 
Electric Capital Corporation.  Mr. Keith held management positions in the 
sales and marketing, credit administration, customer service, operations and 
collections functions.  Mr. Keith graduated from the University of 
Mississippi, Oxford, Mississippi.

     RICHARD E. WONDERLIC formally joined the Company in May, 1988 following 
graduation from the University of Iowa and was named a Director of the 
Company in 1994.  The son of Charles F. Wonderlic, he became Executive Vice 
President of the Company in April, 1994.  Mr. Wonderlic supervises the 
Company's operations serviced from its  Gurnee, Illinois location.  Mr. 
Wonderlic has served in various Company locations as Assistant Supervisor, 
Manager and Vice President and was instrumental in the development of the 
Company's automobile finance program.

     Officers are appointed by the Board of Directors and, except for those 
officers with whom the Company has entered into employment agreements 
(Messrs. Charles Wonderlic, Clonts and Braasch), serve at the pleasure of the 
Board. Each employment agreement has a one-year term, with one-year 
extensions thereafter unless the agreement is terminated, or the Company or 
executive officer has provided a notice of non-renewal at least 180 days 
prior to the anniversary thereof.

EMPLOYEES

     The Company employs personnel experienced in areas of credit 
origination, documentation, collection, recovery and administration.  Most 
traditional financing companies utilize personnel with multiple 
responsibilities.  In order to maximize efficiency, the Company employs 
specialists in each area with a minimal crossover of duties.  With 
custom-designed software and sufficient staffing levels, the Company believes 
it achieves prompt and effective communication with automobile dealers.

     As of December 31, 1997, the Company had 152 full-time equivalent 
employees, 30 of whom were involved in management, administration, 
information systems or accounting, 7 in marketing and 115 in credit 
processing, documentation, collection and recovery.  The Company's five most 
senior officers have an average of 26 years experience in the consumer 
finance industry.  None of the Company's employees is represented by a union 
and the Company considers employee relations to be excellent. 

ITEM 2.   PROPERTIES

     As of December 31, 1997, the Company maintained its corporate 
headquarters and a regional office in Gurnee, Illinois, and also operated a 
regional office located in Tampa, Florida.  The Company recently closed its 
Orlando regional office and consolidated the operations of the Orlando office 
into the operations of the Tampa regional office. The following table sets 
forth certain information with respect to the Company's offices:


                                    4
<PAGE>
<TABLE>
<CAPTION>

                                YEAR OFFICE      APPROXIMATE         BASE
 LOCATION                         OPENED        SQUARE FEET     MONTHLY RENT
---------                         ------        -----------     ------------
<S>                               <C>           <C>             <C>
 Gurnee, IL (2)                    1995              20,125        $ 19,820
 Tampa, FL (3)                     1968              11,000        $  9,003
</TABLE>

     Total property rental expense for the Company approximated $423,000, 
$412,000 and $341,000 in 1997, 1996 and 1995, respectively.

ITEM 3.   LEGAL PROCEEDINGS

     In addition to the lawsuits described below, the Company is involved in 
litigation in the normal course of business.  The Company believes that the 
resolution of such normal-course-of-business matters will not have a material 
adverse effect on its financial position or results of operations.  The 
Company regularly initiates legal proceedings as a plaintiff in connection 
with its routine collection activities. 

     1.   REHM V. EAGLE FINANCE CORP. is pending in the United States 
District Court for the Northern District of Illinois and is designated by 
case number 96 C 2455.  The plaintiff has filed a class action complaint 
alleging that the Company and three of its directors and officers have 
violated Section 10(b) of the Securities and Exchange Act and Rule 10b-5 
promulgated thereunder.  The litigation is still in its initial stages 
although it has been pending for almost two years.  The parties have 
attempted to negotiate a settlement, and, while those attempts were 
unsuccessful, a further attempt to settle will be made. Discovery is 
beginning, and a schedule has been set for class certification.  If there is 
no settlement, the Company intends to defend vigorously the claims made in 
the complaint.

     2.   CLEVELAND V. WALLACE AUTO SALES, INC. ET AL. was filed on September 
19, 1996 in the United States District Court for the Northern District of 
Illinois and is designated by Case Number 96 C 6045.  The complaint alleges 
that the Company has violated the Illinois Consumer Fraud Act, the Illinois 
Sales Finance Agency Act and the Federal Racketeer Influenced and Corrupt 
Organizations Act arising out of the Company's purchase of retail installment 
sales contracts through which the plaintiffs purchased a used automobile.  
The complaint is alleged as a class action, and includes unnamed, and still 
unknown, directors and officers of the Company.  The Company has filed a 
Motion to Dismiss, and the parties are awaiting a ruling from the court.  
Written discovery has been taken.  The Company intends to defend vigorously 
the claims made in the complaint.

     3.   SOLARMAR SYSTEMS CORP V. EAGLE FINANCE CORP., RONALD B. CLONTS ET 
AL. was filed on September 14, 1995 in Circuit Court of the Eleventh Judicial 
Circuit, Dade County, Florida, and is designated as Case No. 95-18056-CA-01. 
This suit arose out of a settlement agreement entered in 1988 between the 
plaintiff and the predecessor to the Company (the "Settlement Agreement"), 
following the plaintiff's bankruptcy.  The Company (E.F. Wonderlic & 
Associates, Inc.) purchased promissory notes from the plaintiff that the 
plaintiff had received in connection with the sale of hot water heating 
systems to Florida homeowners.  The complaint filed against the Company 
alleges that the Company breached the Settlement Agreement and fraudulently 
induced the plaintiff to enter into it.  The plaintiff's complaint was 
dismissed in June, 1996, with leave to amend, primarily on the 

------------------------
(2) The information presented reflects the combined data for the Company's 
headquarters (5,064 square feet) and the Illinois regional office (16,053 
square feet), which are located in the same building, and a Kenosha, 
Wisconsin payment processing office (827 square feet).  The Gurnee facility 
is leased from an unrelated party under three leases.  One lease has a term 
which expires on May 31, 2001; one has a term which expires on April 30, 
2001; and one has a term which expires on November 30, 2000.  Each lease 
provides for a three-year extensions at the option of the Company.  Initial 
occupancy occurred on March 1, 1995.

(3)The Tampa office is leased from unrelated parties.  The lease for the 
Tampa office has a five-year term that expires on December 31, 2000.

                                4
<PAGE>

grounds that the claims were time-barred by the applicable Florida statute of 
limitations.  The plaintiff filed an amended complaint in June, 1996, which 
asserted essentially the same claims of fraud, violations of the Federal 
Racketeer Influenced and Corrupt Organizations Act and fraud in the 
inducement. The Company filed a motion for summary judgment on the ground 
that Solarmar's claims are barred by the applicable statute of limitations.  
The Court partially granted the motion by dismissing the three breach of 
contract claims.  All other causes of action were not dismissed.  The parties 
are currently engaged in discovery and no trial date has been set.  The 
Company intends to defend vigorously the claims made in the complaint.

     4.   DRAKE V. EAGLE FINANCE CORP., was filed on June 13, 1997 in the 
Circuit Court of Cook County, Illinois, and is designated as Case No. 97 L 
6521. The class action Complaint alleges that he Company has violated the 
Uniform Commercial Code and the Illinois Sales Finance Agency Act arising out 
of the notice that the Company sent to the plaintiff's after the Company 
repossessed their car.  The Company has responded to the written discovery 
initiated by the plaintiffs and has filed its answer, affirmative defenses 
and counterclaim to the plaintiffs' second amended complaint.  In its 
counterclaim and affirmative defenses, the Company assets that it is entitled 
to a set-off due to the plaintiffs' failures to comply with the terms of 
their respective retail installment sales contracts.  Due to the early stage 
of the litigation, it is not possible to determine the likelihood of an 
unfavorable outcome, however, the Company intends to defend vigorously the 
claims made in the Complaint.

     5.   HALL V. EAGLE FINANCE CORP., was filed on July 28, 1997 in the 
Circuit Court of Cook County, Illinois, and is designated as Case No. 97 CH 
9328.  The class action Complaint alleges that the Company has violated the 
Illinois Wage Assignment Act arising out of the Company's attempt to enforce 
the wage assignment that the plaintiff executed when he purchased a car.  The 
case is in its initial pleading stage, and no discovery has been taken.  The 
parties have reached a class wide settlement which must be approved by the 
court.  The approval process is proceeding.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


     None.
                                       PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
          MATTERS
 
     The Company's common stock is listed for quotation on the National 
Market tier of the Nasdaq Stock Market-SM- under the symbol "EFCW."  On 
February 12, 1998, the Company was advised by NASD that the NASD's rule may 
require the Company's stock be delisted during mid-May unless the trading 
price increases to required levels.  The high and low bid quotations for the 
common stock during 1996 and 1997, as reported by the National Association of 
Securities Dealers, Inc., are set forth in the following table.  Such 
over-the-counter bid quotations reflect inter-dealer prices, without retail 
mark-up, mark-down or commission, and may not necessarily represent actual 
transactions. 

<TABLE>
<CAPTION>

                                            1997                    1996
                                      ------------------     ----------------
          QUARTER ENDED                HIGH      LOW          HIGH        LOW
          -------------                ----      ---          ----        ---
 <S>                                  <C>        <C>         <C>         <C>
 March 31  . . . . . . . . . . . . .  $4 1/2      $2 3/4     $14 1/4     $8 1/2
 June 30 . . . . . . . . . . . . . .  $2 3/8      $1 3/4     $ 9 1/4     $6 1/2
 September 30  . . . . . . . . . . .  $5          $1 5/8     $ 6 7/8     $5 1/4
 December 31 . . . . . . . . . . . .  $1 3/4      $  3/4     $ 8 1/4     $5 

</TABLE>


                                 6

<PAGE>

     Harris Trust and Savings Bank serves as the transfer agent for the 
Company's common stock.  As of March 25, 1998, the Company had 233 
stockholders of record, exclusive of holders who own their shares in "street" 
or nominee names and approximately 1,100 beneficial stockholders.

     The Company has not paid and does not presently intend to pay cash 
dividends on its common stock.  The Company anticipates that its earnings for 
the foreseeable future will be retained for use in the operation and 
expansion of its business.  Payment of cash dividends, if any, in the future 
will be at the sole discretion of the Company's Board of Directors and will 
depend upon the Company's financial condition, earnings, current and 
anticipated capital requirements, terms of indebtedness and other factors 
deemed relevant by the Company's Board of Directors.

ITEM 6.   SELECTED FINANCIAL DATA

      Omitted pursuant to Rule 12b-25 promulgated under the Securities Exchange
Act of 1934, as amended ("Rule 12b-25")

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS 

      Omitted pursuant to Rule 12b-25.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Omitted pursuant to Rule 12b-25.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      Omitted pursuant to Rule 12b-25.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

      Omitted pursuant to Rule 12b-25.





                                         7
<PAGE>
                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The Company hereby incorporates by reference the information called for 
by Item 10 of this Form 10-K regarding directors of the Company from the 
section entitled "Election of Directors" of the Company's 1998 Proxy 
Statement.  The required information with respect to the Company's executive 
officers is provided in Item 1 hereof under the heading "Executive officers 
of the Company."

ITEM 11.  EXECUTIVE COMPENSATION

     The Company hereby incorporates by reference the information called for 
by Item 11 of this Form 10-K from the section entitled "Executive 
Compensation": of the Company's 1998 Proxy Statement; provided, however, the 
section entitled "Board Compensation Committee Report on Executive 
Compensation" is specifically not incorporated into this Form 10-K.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Company hereby incorporates by reference the information called for 
by Item 12 of this Form 10-K from the section entitled "Security Ownership Of 
Certain Beneficial Owners" of the Company's 1998 Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company hereby incorporates by reference the information called for 
by Item 13 of this Form 10-K from the section entitled "Transactions with 
Directors, Officers and Associates" of the Company's 1998 Proxy Statement.

                                       PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

                                                                         PAGE
                                                                         ----
<S>       <C>                                                            <C>
(a)  1.   Financial Statements:

          Omitted pursuant to Rule 12b-25.

     2.   The following financial schedules for the years 1995, 1994 
          and 1993 are submitted herewith:

          Omitted pursuant to Rule 12b-25.

     3.   Exhibits.

</TABLE>

     The following list sets forth the exhibits to this Form 10-K as required by
     Item 601 of Regulation S-K.  Certain exhibits are filed herewith, while the
     remaining exhibits are hereby incorporated by reference to documents
     previously filed with the Securities and Exchange Commission.  Exhibits
     hereto incorporated by reference to such other filed documents are
     indicated by an asterisk (*).  



                                    8
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
  NO                          DESCRIPTION
-------                       -----------
<S>       <C>
3.1*      Restated Certificate of Incorporation of the Company
3.2*      Restated Bylaws of the Company 
4.1*      Form of certificate evidencing Common Stock of the Company
4.2*      Indenture dated as of April 15, 1995 between the Company and LaSalle
          National Bank, as Trustee
4.3*      First Supplemental Indenture dated as of April 28, 1995 between the
          Company and LaSalle National Bank, as Trustee, including form of note
10.1*     Lease Agreements dated June 1, 1993 between Upland Farms and Wonderlic
          & Associates, Inc.
10.2*     Intercompany Services Agreement dated as of January 1, 1994
10.3*     Tax Indemnification Agreement 
10.4*     Servicing Agreement dated February 26, 1993 between Wonderlic &
          Associates, Inc. and General Electric Capital Corporation
10.5*     Amendment No. 1 to Servicing Agreement dated March 22, 1993 between
          Wonderlic & Associates, Inc. and General Electric Capital Corporation
10.6*     Interest Rate Protection Agreement dated July 1, 1992 between the
          Company and Harris Trust and Savings Bank
10.7*     Eagle Finance Corp. 1994 Stock Incentive Plan
10.8*     Form of Stock Option Agreement
10.9*     Form of Employment Agreement of Charles F. Wonderlic
10.10*    Form of Employment Agreement of Ronald B. Clonts
10.10(a)* Amendment to Employment Agreement of Ronald B. Clonts, dated January
          1, 1997.
10.11*    Form of Employment Agreement of Robert J. Braasch
10.12*    Form of Indemnification Agreement
10.13*    Computer System Lease dated July 31, 1993 between Wonderlic Personnel
          Test, Inc. and Wonderlic & Associates, Inc.
10.14*    Master Note Agreement dated as of January 1, 1994 between Wonderlic &
          Associates, Inc. and Prominent Mortgage Corp.
10.15*    First Amendment to Master Note Agreement dated as of August 1, 1994
          between Eagle Finance Corp. and Prominent Mortgage Corp.
10.16*    Form of Debenture Agreement 
10.17*    Form of Subordinated Debentures
10.18*    Form of Subordinated Notes
10.19*    Form of Dealer Agreement
10.20*    Form of Company Credit Application

</TABLE>

                                     9

<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
  NO                          DESCRIPTION
-------                       -----------
<S>       <C>
10.21*    Asset Purchase Agreement dated as of September 27, 1994 between
          General Electric Capital Corporation and Eagle Finance Corp.
10.22*    Amendment No. 1 to Asset Purchase Agreement, dated as of March 31,
          1995, between General Electric Capital Corporation and Eagle Finance
          Corp.
10.23*    Form of Master Lease Agreement
10.24*    Assignment and Assumption Agreement dated as of August 1, 1994 between
          Wonderlic Personnel Test, Inc. and Eagle Finance Corp.
10.25*    Asset Purchase Agreement dated as of June 25, 1996 between General
          Electric Capital Corporation and Eagle Finance Corp.
10.26*    Amended and Restated Servicing Agreement dated as of June 25, 1996
          between General Electric Capital Corporation and Eagle Finance Corp.
10.27*    Pooling and Servicing Agreement dated as of September 1, 1996 among
          Eagle Auto Funding Corp., Eagle Finance Corp. and Harris Trust and
          Savings Bank
10.28*    Loan Sale and Contribution Agreement dated as of September 1, 1996
          between Eagle Finance Corp. and Eagle Auto Funding Corp.
10.29*    Waiver Letter from General Electric Capital Corporation dated March
          26, 1997
10.30     Waiver Letter from General Electric Capital Corporation dated January
          29, 1998
11        Statement Regarding Computation of Net Earnings Per Share.  Omitted
          pursuant to Rule 12b-25.
12        Statement Regarding Computation of Ratio of Earnings to Fixed Charges. 
          Omitted pursuant to Rule 12b-25.
23        Consent of KPMG Peat Marwick LLP.  Omitted pursuant to Rule 12b-25.
27        Financial Data Schedule.  Omitted pursuant to Rule 12b-25.

(b)       The Company did not file any Current Report on Form 8-K during the
          fourth quarter of 1997.

(c)       Exhibits - those exhibits listed above without an asterisk are filed
          herewith.

(d)       The following financial statement schedules have been excluded from
          the annual report to stockholders by Rule 14a-3(b) and are filed
          herewith:  Omitted pursuant to Rule 12b-25.
</TABLE>


                                      10

<PAGE>

                               SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 31, 1998.

                              EAGLE FINANCE CORP.


                              By:        CHARLES F. WONDERLIC 
                                 ------------------------------------------
                                       Charles F. Wonderlic 
                                       Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

<TABLE>
<CAPTION>

     Signature                Title                                        Date
     ---------                -----                                        ----
<S>                           <C>                                <C>
CHARLES F. WONDERLIC          Chairman, Chief Executive     )
-------------------------     Officer and Director          )
Charles F. Wonderlic          (Principal Executive Officer) )
                                                            )
RONALD B. CLONTS              Vice Chairman and Director    )
-------------------------                                   )
Ronald B. Clonts                                            )
                                                            )
ROBERT J. BRAASCH             President and Chief Financial )
-------------------------     Officer (Principal Financial  )
Robert J. Braasch             and Accounting Officer)       )
                                                            )
RICHARD E. WONDERLIC          Executive Vice President      )
-------------------------     and Director                  )    March 31, 1998
Richard E. Wonderlic                                        )
                                                            )
ROBERT H. ARNOLD              Director                      )
-------------------------                                   )
Robert H. Arnold                                            )
                                                            )
ROBERT L. JOOSS               Director                      )
-------------------------                                   )
Robert L. Jooss                                             )
                                                            )
WALTER J. O'BRIEN             Director                      )
-------------------------                                   )
Walter J. O'Brien                                           )
                                                            )
E. BRUCE FREDRIKSON           Director                      )
-------------------------                                   )
E. Bruce Fredrikson                                         )

</TABLE>

<PAGE>


                                    EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT
  NO                          DESCRIPTION
-------                       -----------
<S>       <C>
3.1       Restated Certificate of Incorporation of the Company (incorporated by
          reference to Exhibit No. 3.1 to Registration Statement on Form S-1,
          File No. 33-77828)  
3.2       Restated Bylaws of the Company (incorporated by reference to Exhibit
          No. 3.2 to Registration Statement on Form S-1, File No. 33-77828)     
4.1       Form of certificate evidencing Common Stock of the Company
          (incorporated by reference to Exhibit No. 4.1 to Registration
          Statement on Form S-1, File No. 33-77828)         
4.2       Indenture dated as of April 15, 1995 between the Company and LaSalle
          National Bank, as Trustee (incorporated by reference to Exhibit No. 2
          to Current Report on Form 8-K, dated May 5, 1995) 
4.3       First Supplemental Indenture dated as of April 28, 1995 between the
          Company and LaSalle National Bank, as Trustee, including form of note
          (incorporated by reference to Exhibit No. 3 to Current Report on Form
          8-K, dated May 5, 1995)      
10.1      Lease Agreements dated June 1, 1993 between Upland Farms and Wonderlic
          & Associates, Inc. (incorporated by reference to Exhibit No. 10.1 to
          Registration Statement on Form S-1, File No. 33-77828)      
10.2      Intercompany Services Agreement dated as of January 1, 1994
          (incorporated by reference to Exhibit No. 10.2 to Registration
          Statement on Form S-1, File No. 33-77828)         
10.3      Tax Indemnification Agreement (incorporated by reference to Exhibit
          No. 10.3 to Registration Statement on Form S-1, File No. 33-77828)    
10.4      Servicing Agreement dated February 26, 1993 between Wonderlic &
          Associates, Inc. and General Electric Capital Corporation
          (incorporated by reference to Exhibit No. 10.4 to Registration
          Statement on Form S-1, File No. 33-77828)         
10.5      Amendment No. 1 to Servicing Agreement dated March 22, 1993 between
          Wonderlic & Associates, Inc. and General Electric Capital Corporation
          (incorporated by reference to Exhibit No. 10.5 to Registration
          Statement on Form S-1, File No. 33-77828)         
10.6      Interest Rate Protection Agreement dated July 1, 1992 between the
          Company and Harris Trust and Savings Bank (incorporated by reference
          to Exhibit No. 10.11 to Registration Statement on Form S-1, File No.
          33-77828) 
10.7      Eagle Finance Corp. 1994 Stock Incentive Plan (incorporated by
          reference to Exhibit No. 10.12 to Registration Statement on Form S-1,
          File No. 33-77828)  
10.8      Form of Stock Option Agreement (incorporated by reference to Exhibit
          No. 4.4 to Registration Statement on Form S-8, File No. 33-89132)     
10.9      Form of Employment Agreement of Charles F. Wonderlic (incorporated by
          reference to Exhibit No. 10.13 to Registration Statement on Form S-1,
          File No. 33-77828)  
10.10     Form of Employment Agreement of Ronald B. Clonts (incorporated by
          reference to Exhibit No. 10.14 to Registration Statement on Form S-1,
          File No. 33-77828)  
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
 
EXHIBIT
  NO                          DESCRIPTION
-------                       -----------
<S>       <C>

10.10(a)  Amendment to Employment Agreement of Ronald B. Clonts, dated 
          January 1, 1997 (incorporated by reference to Exhibit No. 10.11(a) 
          to Form 10-K for the Year Ended December 31, 1996) 
10.11     Form of Employment Agreement of Robert J. Braasch (incorporated by
          reference to Exhibit No. 10.15 to Registration Statement on Form S-1,
          File No. 33-77828)           
10.12     Form of Indemnification Agreement (incorporated by reference to 
          Exhibit No. 10.16 to Registration Statement on Form S-1, File No. 
          33-77828) 
10.13     Computer System Lease dated July 31, 1993 between Wonderlic Personnel
          Test, Inc. and Wonderlic & Associates, Inc. (incorporated by reference
          to Exhibit No. 10.17 to Registration Statement on Form S-1, File No.
          33-77828)      
10.14     Master Note Agreement dated as of January 1, 1994 between Wonderlic &
          Associates, Inc. and Prominent Mortgage Corp. (incorporated by
          reference to Exhibit No. 10.18 to Registration Statement on Form S-1,
          File No. 33-77828)  
10.15     First Amendment to Master Note Agreement dated as of August 1, 1994
          between Eagle Finance Corp. and Prominent Mortgage Corp. (incorporated
          by reference to Exhibit No. 10.18(a) to the Quarterly Report on Form
          10-Q for the Quarterly Period Ended September 30, 1994)     
10.16     Form of Debenture Agreement (incorporated by reference to Exhibit No.
          10.19 to Registration Statement on Form S-1, File No. 33-77828)  
10.17     Form of Subordinated Debentures (incorporated by reference to Exhibit
          No. 10.20 to Registration Statement on Form S-1, File No. 33-77828)   
10.18     Form of Subordinated Notes (incorporated by reference to Exhibit No.
          10.21 to Registration Statement on Form S-1, File No. 33-77828)  
10.19     Form of Dealer Agreement (incorporated by reference to Exhibit No.
          10.22 to Registration Statement on Form S-1, File No. 33-77828)  
10.20     Form of Company Credit Application (incorporated by reference to 
          Exhibit No. 10.23 to Registration Statement on Form S-1, File No. 
          33-77828)     
10.21     Asset Purchase Agreement dated as of September 27, 1994 between
          General Electric Capital Corporation and Eagle Finance Corp.
          (incorporated by reference to Exhibit No. 10.26 to the Quarterly
          Report on Form 10-Q for the Quarterly Period ending September 30,
          1994)     
10.22     Amendment No. 1 to the Asset Purchase Agreement, dated as of March 31,
          1995, between General Electric Capital Corporation and Eagle Finance
          Corp. (incorporated by reference to Exhibit No. 10.25(a) to
          Registration Statement on Form S-1, File No. 33-90754)      
10.23     Form of Master Lease Agreement (incorporated by reference to Exhibit
          No. 10.26 to the Annual Report on Form 10-K for the Year ended
          December 31, 1994)  
10.24     Assignment and Assumption Agreement dated as of August 1, 1994 between
          Wonderlic Personnel Test, Inc. and Eagle Finance Corp. (incorporated
          by reference to Exhibit No. 10.27 to the Annual Report on Form 10-K
          for the Year Ended December 31, 1994)   

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
  NO                          DESCRIPTION
-------                       -----------
<S>       <C>

10.25     Asset Purchase Agreement dated as of June 25, 1996 between General
          Electric Capital Corporation and Eagle Finance Corp. (incorporated by
          reference to Exhibit No. 10.3 to the Quarterly Report on Form 10-Q for
          the Quarterly Period Ended June 30, 1996)         
10.26     Amended and Restated Servicing Agreement dated as of June 25, 1996
          between General Electric Capital Corporation and Eagle Finance Corp.
          (incorporated by reference to Exhibit No. 10.4 to the Quarterly Report
          on Form 10-Q for the Quarterly Period Ended June 30, 1996)  
10.27     Pooling and Servicing Agreement dated as of September 1, 1996 among
          Eagle Auto Funding Corp., Eagle Finance Corp. and Harris Trust and
          Savings Bank (incorporated by reference to Exhibit No. 10.32 to Form
          10-K for the Year Ended December 31, 1996)        
10.28     Loan Sale and Contribution Agreement dated as of September 1, 1996
          between Eagle Finance Corp. and Eagle Auto Funding Corp. (incorporated
          by reference to Exhibit No. 10.33 to Form 10-K for the Year Ended
          December 31, 1996)  
10.29     Waiver Letter from General Electric Capital Corporation dated March
          26, 1997 (incorporated by reference to Exhibit No. 10.34 to Form 10-K
          for the Year Ended December 31, 1996)   
10.30     Waiver Letter from General Electric Capital Corporation dated January
          29, 1998  
11        Statement Regarding Computation of Net Earnings Per Share.  Omitted
          pursuant to Rule 12b-25      
12        Statement Regarding Computation of Ratio of Earnings to Fixed Charges. 
          Omitted pursuant to Rule 12b-25         
23        Consent of KPMG Peat Marwick LLP.  Omitted pursuant to Rule 12b-25    
27        Financial Data Schedule.  Omitted pursuant to Rule 12b-25

</TABLE>