SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM 10-K


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

For the transition period from . . . . . . . . .to . . . . . . . . . .

Commission file number 1-3521

                           ARISTAR, INC.
      (Exact name of registrant as specified in its charter)

                 DELAWARE                        95-4128205
       (State or other jurisdiction of       (I.R.S. Employer
      incorporation or organization)      Identification Number)
     8900 Grand Oak Circle, Tampa, FL            33637-1050
 (Address of principal executive offices)        (Zip Code)

                          (813) 632-4500
       (Registrant's telephone number, including area code)

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

                                                     Name of each exchange
             Title of each class                     on which registered

     7 3/4% Senior Notes due June 15, 2001           New York Stock Exchange
7 1/2% Senior Subordinated Notes due July 1, 1999    New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act:     None

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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K:
                            Not applicable

The aggregate market value of Common Stock held by non-affiliates:      None
As of February 28, 1998, there were 1,000 shares of Common Stock outstanding.

Documents incorporated by reference:    None

Registrant meets the conditions set forth in General Instruction (I)(1)(a) and
(b) of Form 10-K and is therefore filing this Form with the reduced disclosure
format.

<PAGE> 2



                             SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to Form 10-K to be
signed on its behalf by the undersigned thereunto duly authorized.

ARISTAR, INC.

By    /s/ James R. Hillsman                             March 31, 1998
James R. Hillsman, Senior Vice President                Date
and Deputy Chief Financial Officer
(Principal Accounting 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 indicated on March 31, 1998.

Craig E. Tall*
Craig E. Tall, President and Director
(Principal Executive Officer)


Fay L. Chapman*
Fay L. Chapman, Director


Wayne L. Evans*
Wayne L. Evans, Director


James B. Fitzgerald*
James B. Fitzgerald, Director


William A. Longbrake*
William A. Longbrake, Director




/s/ James R. Hillsman
*   by James R. Hillsman, Attorney-in-fact