<PAGE>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 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 333-06585

                    CROSS-CONTINENT AUTO RETAILERS, INC.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                        75-2653095
(State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                        Identification No.)

           1201 S. Taylor
           Amarillo, Texas                                   79101
(Address of principal executive offices)                   (Zip Code)

                                (806) 374-8653
            (Registrant's telephone number, including area code)

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    .

Number of shares outstanding of each of the issuer's classes of common stock, 
as of May 14, 1997.

           Class                                 Shares Outstanding
--------------------------                   -------------------------
     $.01 Par Value                                  14,079,020


<PAGE>

                     CROSS-CONTINENT AUTO RETAILERS, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In Thousands - Except Per Share Data)
                                  (Unaudited)

                                                    Three Months Ended
                                                         March 31,
                                               ----------------------------
                                                 1997                 1996
                                               --------             -------
Revenues:
  Vehicle sales                                $ 77,554            $ 64,009
  Other operating revenue                        11,468               7,220
                                               --------             -------
       Total Revenues                            89,022              71,229

Cost of sales                                    73,839              59,896
                                               --------             -------
  Gross Profit                                   15,183              11,333
                                               --------             -------
Operating Expenses:
  Selling, general and administrative            10,901               7,537
  Depreciation and amortization                     381                 270
                                               --------             -------
                                                 11,282               7,807
                                               --------             -------
  Operating income                                3,901               3,526

Other income (expense)
  Interest income                                   736                 219
  Interest expense                               (1,211)             (1,194)
                                               --------             -------
  Income before income taxes                      3,426               2,551
  Income tax provision                            1,280                 952
                                               --------             -------
       Net Income                              $  2,146             $ 1,599
                                               --------             -------
                                               --------             -------
Net income per average common share            $    .16
                                               --------
                                               --------
Weighted average common shares outstanding       13,800
                                               --------
                                               --------

The accompanying notes are an integral part of these financial statements.

                                       2

<PAGE>

                     CROSS-CONTINENT AUTO RETAILERS, INC.

                          CONSOLIDATED BALANCE SHEETS
                                (In Thousands)


                                    ASSETS

<TABLE>
                                                    March 31, 1997   December 31, 1996
                                                    --------------   -----------------
                                                     (Unaudited)
<S>                                                 <C>              <C>
Current assets
  Cash and cash equivalents                          $    33,431        $    36,946
  Accounts receivable                                     15,122             18,629
  Inventories                                             45,800             48,168
                                                     -----------        -----------
      Total current assets                                94,353            103,743
Property and equipment, at cost, less
  accumulated depreciation                                13,854             13,391
Goodwill, net                                             22,002             22,094
Other assets                                               4,144              3,218
                                                     -----------        -----------
      Total assets                                   $   134,353        $   142,446
                                                     -----------        -----------
                                                     -----------        -----------

                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Floor plan notes payable                           $    38,065        $    46,282
  Current maturities of long-term debt                     1,345              1,345
  Accounts payable                                         6,620              8,623
  Due to affiliates                                        5,405              5,478
  Accrued expenses and other liabilities                   8,446              7,408
  Deferred income taxes                                    1,927              1,914
                                                     -----------        -----------
      Total current liabilities                           61,808             71,050

Long-term debt                                            10,551             10,568
Deferred warranty revenue - long-term portion              1,615              2,310
                                                     -----------        -----------
      Total long-term liabilities                         12,166             12,878

Stockholders' equity
  Preferred stock, $.01 par value, 10,000 shares
    authorized, none issued                                   -                  -
  Common stock, $.01 par value, 100,000,000 shares
    authorized, 13,800,000 issued and outstanding            138                138
  Paid-in capital                                         47,476             47,761
  Retained earnings                                       12,765             10,619
                                                     -----------        -----------
      Total stockholders' equity                          60,379             58,518
                                                     -----------        -----------
Commitments and contingencies

      Total liabilities and stockholders' equity     $   134,353        $   142,446
                                                     -----------        -----------
                                                     -----------        -----------
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                          3

<PAGE>

                     CROSS-CONTINENT AUTO RETAILERS, INC.

                       COMBINED STATEMENTS OF CASH FLOWS
                                (In Thousands)
                                  (Unaudited)

                                                         Three Months Ended
                                                              March 31,
                                                         -------------------
                                                          1997         1996
                                                         -------     -------
Cash flows from operating activities
     Net income                                          $ 2,146     $ 1,599
     Adjustments to reconcile net income to net cash
          provided by operating activities
     Depreciation and amortization                           381         270
     Proceeds from in-house extended warranty sales,
          net of cancellations                                -        1,040
     Amortization of deferred warranty revenue              (472)       (516)
     Deferred taxes and other                                 14         116
(Increase) decrease in
     Accounts receivable                                   3,507        (914)
     Inventory                                             2,367       7,639
     Other assets                                           (927)         -
Increase (decrease) in
     Accounts payable - trade                             (2,002)       (215)
     Accrued expenses and other liabilities                  815        (534)
                                                         -------     -------
          Net cash provided by operating activities        5,829       8,485
                                                         -------     -------
Cash flows used in investing activities
     Acquisition of property and equipment                  (753)       (323)
                                                         -------     -------
Cash flows used in financing activities
     Change in floor plan notes payable                   (8,216)     (5,743)
     Due to affiliates                                       (73)        (73)
     Proceeds from borrowing on long-term debt               124          -
     Long-term debt repayments                              (141)       (382)
     Other                                                  (285)         -
                                                         -------     -------
          Net cash used in financing activities           (8,591)     (6,198)
                                                         -------     -------
Increase - (Decrease) in cash and cash equivalents        (3,515)      1,964
Cash and cash equivalents at beginning of period          36,946       8,362
                                                         -------     -------
Cash and cash equivalents at end of period               $33,431     $10,326
                                                         -------     -------
                                                         -------     -------

The accompanying notes are an integral part of these financial statements.

                                     4

<PAGE>

                CROSS-CONTINENT AUTO RETAILERS, INC.
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                           March 31, 1997

NOTE 1.    UNAUDITED INTERIM FINANCIAL INFORMATION

     The accompanying unaudited consolidated financial statements have been 
prepared in accordance with the instructions to Form 10-Q and do not include 
all of the information and footnotes required by generally accepted 
accounting principles for complete financial statements.  In the opinion of 
management, all adjustments (consisting of normal recurring accruals) 
considered necessary for a fair presentation have been included.  Operating 
results for the three months ended March 31, 1997 are not necessarily 
indicative of the results that may be expected for the year ending December 
31, 1997.  This interim report should be read in conjunction with the 
consolidated financial statements and notes related thereto, and management's 
discussion and analysis of results of operations and financial condition 
included in Cross-Continent Auto Retailers, Inc.'s ("C-CAR" or the "Company") 
Annual Report on Form 10-K for the year ended December 31, 1996.  The 
accompanying unaudited consolidated financial statements have been subject to 
review by Price Waterhouse, L.L.P., the Company's independent accountants, 
whose report is included herein.

NOTE 2.    INITIAL PUBLIC OFFERING

     In September 1996, the Company sold 3,675,000 shares of its common stock 
(the "Common Stock") in an initial public offering for $14.00 per share (the 
"Offering").  Net proceeds from the Offering, after considering underwriting 
commissions, printing costs, professional fees, and other direct expenses, 
were $45.2 million.

NOTE 3.    NET INCOME PER COMMON SHARE

     Earnings per share data are not presented for the three months ended 
March 31, 1996 because the historical capital structure prior to the 
Company's Offering is not comparable to the capital structure existing after 
the Offering.

     In February 1997, the Financial Accounting Standards Board ("FASB") 
issued Financial Accounting Standard No. 128, Earnings Per Share ("FAS 128"), 
which is effective for financial statements issued for periods ending after 
December 16, 1997, including interim periods. Effective December 31, 1997, 
the Company will adopt FAS 128, which establishes standards for computing and 
presenting earnings per share ("EPS").  The statement requires dual 
presentation of basic and diluted EPS on the face of the income statement for 
entities with complex capital structures and requires a reconciliation of the 
numerator and denominator of the basic EPS computation, to the numerator and 
denominator of the diluted EPS computation.  Basic EPS excludes the effect of 
potentially dilutive securities while diluted EPS reflects the potential 
dilution that could occur if securities or other contracts to issue common 
stock were exercised, converted, or resulted in the issuance of common stock 
that would then share in the earnings of the entity.

     Pro-forma basic and diluted EPS as computed pursuant to FAS 128 would 
not have differed from the reported $0.16 per common share as presented on 
the face of the consolidated statement of operations.

                                     5
<PAGE>

NOTE 4.    RELATED PARTY TRANSACTIONS

     In connection with its business travel, the Company from time to time 
uses an airplane that is owned and operated by Plains Air, Inc.  Plains Air, 
Inc. is owned by Bill A. Gilliland and Robert W. Hall, Chairman and Senior 
Vice Chairman, respectively.  Currently, the Company pays Plains Air, Inc. 
$13,050 per month plus a fee of approximately $488 per hour for use of the 
airplane.  During the three months ended March 31,1997 and 1996 the Company 
paid Plains Air, Inc. an aggregate of $112,536 and $70,155, respectively, for 
the use of the airplane.

      In general, the Company is required to pay for all vehicles purchased 
from the automakers upon delivery of the vehicles to the Company.  General 
Motors Acceptance Corporation ("GMAC") and Chrysler Financial Credit ("CFC") 
provides financing for all new vehicles and used vehicles that are less than 
five years old and have been driven less than 70,000 miles.  This type of 
financing is known as "floor plan financing" or "flooring."  Under this 
arrangement with GMAC and CFC, the Company may deposit funds with both 
financial institutions in an amount up to 75% of the amount of the floor plan 
financing. Such funds earn interest at the same rate charged by GMAC to the 
Company for its flooring.  From time to time, the control group and other 
affiliates will advance funds to the Company primarily for the purpose of 
investing their excess cash with GMAC and CFC.  The Company acts only as an 
intermediary in this process.  At March 31, 1997, funds advanced and 
outstanding from affiliates approximated $5.4 million. Such amounts 
outstanding pursuant to these arrangements are included in Due to Affiliates 
in the accompanying balance sheet.  The amount of interest accrued pursuant 
to these arrangements during  the three months ended March 31, 1997 and 1996 
approximated $112,745 and $40,000, respectively.

      Gilliland Group Family Partnership ("GGFP") was the contracting agent 
for the construction of certain facilities for the Company during the first 
quarter of 1997.  The total cost of the facilities approximated $389,000 
during the first quarter of 1997.  Such amount included approximately $27,000 
as payment to GGFP for architectural and construction management fees.

NOTE 5.   SUBSEQUENT EVENTS

      On March 3, 1997, the Company announced the proposed acquisition of 
Sahara Nissan, Inc., in Las Vegas, Nevada, which operates as Jack Biegger 
Nissan ("Bigger Nissan").  The proposed purchase price is approximately $11.6 
million consisting of $9 million in cash, $2 million in the Company's Common 
Stock, and $0.6 million in a note payable to the sellers.  Additionally, on 
April 7, 1997, the Company announced the proposed acquisition of certain 
assets of JRJ Investments, Inc., d/b/a Chaisson Motor Cars and Chaisson BMW, 
a multiple-franchise auto dealership group, operating in Las Vegas, Nevada 
and Henderson, Nevada.  The proposed purchase price is approximately $27.5 
million consisting of $19.5 million in cash, $5 million in the Company's 
Common Stock and $3 million in a note payable to the seller.  The Company 
intends to fund the cash portion of these acquisitions with debt which is 
currently being negotiated.  These acquisitions will be accounted for under 
the purchase method of accounting and the operations relating thereto will be 
consolidated commencing at the effective date of each transaction. While 
management believes these acquisitions and the related financing will be 
completed in the near future, there can be no assurances to that effect until 
the transactions actually close.

                                     6
<PAGE>

      On April 10, 1997, the Company purchased all of the outstanding capital 
stock of each of Douglas Toyota, Inc., a Colorado corporation, and Toyota 
West Sales and Service, Inc., a Nevada corporation, together with certain 
real estate to be used in connection with both dealerships.  The dealerships 
were purchased in exchange for an aggregate consideration consisting of 
279,720 shares of common stock with certain registration rights, par value 
$.01 per share, of the Company, cash in the amount of $28,000,000 and an 
unsecured promissory note in the principal amount of $7,000,000, payable on 
March 31, 2002, bearing an adjustable rate of interest equal to the prime 
rate quoted by Bank of America, as published in the western edition of the 
Wall Street Journal.  The Colorado property was purchased for consideration 
consisting of a promissory note, secured by the property, in the principal 
amount of $2,000,000, payable on October 1, 1997, bearing an adjustable rate 
of interest equal to the prime rate quoted by Bank of America, as published 
in the western edition of the Wall Street Journal.  The Nevada property was 
purchased for consideration consisting of a promissory note, secured by the 
property, in the principal amount of $5,500,000, payable on October 1, 1997, 
bearing an adjustable rate of interest equal to the prime rate quoted by Bank 
of America, as published in the western edition of the Wall Street Journal. 
The property was purchased to relocate the existing dealerships to newly 
constructed facilities.  Management estimates the total cost of the 
locations, including construction costs, to be in the range of $18 million to 
$20 million.

     The cash portion of the purchase price for the dealerships was provided 
by $22,000,000 of the proceeds from the Offering and $6,000,000 of borrowings 
from Amarillo National Bank evidenced by an unsecured promissory note, 
payable in twelve consecutive quarterly principal payments with a final 
maturity of March 30, 2000, bearing an adjustable rate of interest equal to 
LIBOR, as published in Wall Street Journal on the first business day of the 
month, plus 200 basis points.  In connection with the foregoing transactions, 
Mr. R. Douglas Spedding, the sole shareholder of each of the dealerships, 
entered into an employment agreement with the Company under which he agreed 
to be employed by the Company until April 1, 2000.  Pursuant to the terms of 
the employment agreement, R. Douglas Spedding shall receive a base 
compensation of $500,000 annually, an amount equal to 2% of the consolidated 
pre-tax earnings of the Company paid on a quarterly basis and an amount equal 
to 2% of the consolidated pre-tax earnings of the Company paid in non- 
qualified stock options.  Additionally, the Company entered into an 
employment agreement with Mr. Douglas J. Spedding under which he agreed to be 
employed by the Company until June 1, 2000.  Pursuant to the terms of the 
employment agreement, Douglas J. Spedding shall receive an amount equal to 7% 
of the pre-tax earnings of the Toyota West Sales and Service, Inc., 
dealership, paid on a monthly basis.

     The Company will file combined audited financial statements for the two 
dealerships as of December 31, 1996 and 1995 and for the three year period 
ended December 31, 1996, unaudited interim financial information as of and 
for the three month period ended March 31, 1997 and 1996 and the required 
pro-forma information within the prescribed filing time as required for 
Current Report on Form 8-K.

NOTE 6.    CONTINGENCIES

     On April 4, 1997, certain members of a labor union initiated a strike at 
a General Motors' new vehicle assembly plant in Oklahoma City, Oklahoma; and 
on April 22, 1997, labor also initiated a strike at a General Motors' new 
vehicle assembly plant in Pontiac, Michigan. General Motors has represented 
that it has experienced a disruption in the production of certain of its new 

                                     7
<PAGE>

vehicles, including the popular extended cab pickup truck which is assembled 
at the Pontiac, Michigan plant.  The Company relies on General Motors as the 
primary source of new vehicle inventory for its three Chevrolet dealerships 
in the Amarillo, Texas market.  As of the date of this filing, General Motors 
has not announced a resolution to these strikes.

     On April 9, 1997, labor initiated a strike at a Chrysler engine plant in 
Detroit, Michigan.  Chrysler has represented that it has experienced a 
disruption in the production of certain of its new vehicles as a result of 
the strike.  On May 9, 1997, Chrysler announced a resolution to the strike. 
The Company relies on Chrysler as the primary source of new vehicle inventory 
for its two Dodge dealerships in the Oklahoma City market.

     A continuation of the strikes discussed herein, or any other disruptions 
in the availability of new vehicle inventory from the manufacturers, could 
have an adverse affect on new vehicle sales at the Company's Chevrolet and 
Dodge dealerships in the second quarter.

                                     8

<PAGE>

               INDEPENDENT ACCOUNTANTS' REVIEW REPORT



The Board of Directors
Cross-Continent Auto Retailers, Inc.



We have reviewed the accompanying condensed consolidated balance sheet of 
Cross-Continent Auto Retailers, Inc. and its subsidiaries (the "Company") as 
of March 31, 1997, and the related consolidated statements of income and cash 
flows for the three month period ended March 31, 1997.  These financial 
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim 
financial information consists principally of applying analytical procedures 
to financial data, and making inquiries of persons responsible for financial 
and accounting matters.  It is substantially less in scope than an audit 
conducted in accordance with generally accepted auditing standards, the 
objection of which is the expression of an opinion regarding the financial 
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that 
should be made to the accompanying consolidated financial statements referred 
to above for them to be in conformity with generally accepted accounting 
principles.

We previously audited, in accordance with generally accepted auditing 
standards, the consolidated balance sheet of the Company as of December 31, 
1996, and the related consolidated statements of income, shareholders' 
equity, and cash flows for the year then ended (not presented herein) and in 
our report dated February 13, 1997, we expressed an unqualified opinion on 
those consolidated financial statements.  In our opinion, the information set 
forth in the accompanying consolidated balance sheet as of December 31, 1996, 
is fairly stated, in all material respects, in relation to the consolidated 
balance sheet from which it has been derived.


PRICE WATERHOUSE, LLP


Fort Worth, Texas
April 24, 1997




                                       9

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

GENERAL

     Cross-Continent Auto Retailers, Inc. ("C-CAR" or the "Company") 
currently owns and operates a group of nine franchised automobile dealerships 
in the Amarillo, Texas, Oklahoma City, Oklahoma, Denver, Colorado and Las 
Vegas, Nevada markets.  However, the financial condition and results of 
operations reported herein are based solely upon the results of the seven 
dealerships owned by C-CAR at March 31, 1997.  The Company generates its 
revenues from sales of new and used vehicles, fees for repair and maintenance 
services, sales of replacement parts, and fees and commissions from arranging 
financing, extended warranties, and credit insurance in connection with 
vehicle sales.

FACTORS THAT MAY AFFECT FUTURE RESULTS

     Certain matters discussed herein are forward-looking statements about 
the business, financial condition and prospects of the Company. The actual 
results could differ materially from those indicated by such forward-looking 
statements because of various risks and uncertainties.  Such risks and 
uncertainties may include, but are not limited to, regional and national 
economic conditions, changes in consumer demand for products offered by the 
Company, employee strikes and other matters that may adversely affect the 
availability of products and pricing, state and federal regulatory 
environment, and other risks indicated in the Company's previous filings with 
the Commission.  The Company cannot control these risks and uncertainties 
and, in many cases, cannot predict the risks and uncertainties that could 
cause its actual results to differ materially from those indicated by the 
forward-looking statements.

RESULTS OF OPERATIONS

REVENUES

     The Company's total revenue increased 25.0% to $89.0 million in 1997 
from $71.2 million in 1996.  New vehicle sales increased 0.9% to $34.9 
million in 1997 from $34.6 million in 1996, primarily because of the 
acquisition of the Company's Lynn Hickey Dodge dealership in Oklahoma City. 
The inclusion of the results of this dealership accounted for the overall 
increase in new vehicle sales in 1997. The increase in new vehicle revenue 
from the Company's Oklahoma City acquisition was offset by a lower demand for 
new vehicles in the Company's Amarillo market and Oklahoma City market.  This 
lower demand is attributable to adverse weather conditions in the Company's 
trade areas and a lower demand for new vehicles consistent with trends being 
experienced in the automotive retail industry.

     Used vehicle sales increased 45.7% to $42.7 million in 1997 from $29.3 
in 1996. The inclusion of the results Company's Lynn Hickey Dodge acquisition 
accounted for 91.8% of this increase in used vehicle sales.  The Company 
attributes the remaining increase to its market strategy for used vehicle 
inventory management and increasing demand for used vehicles as the price of 
new vehicles continues to increase.

     The Company's other operating revenue increased 59.7% to $11.5 million 
for 1997, compared to $7.2 million for 1996 primarily due to inclusion of the 
Company's Lynn Hickey Dodge acquisition in the 1997 results of operations. 
The Oklahoma City acquisition accounted for approximately 63.0% of the 


                                      10

<PAGE>

increase in other operating revenue.  The remaining increase in other 
operating revenue can be largely attributed to the Company, since July 1996, 
selling third party vendor warranties at its dealerships rather than its own 
warranties. Historically, the Company principally sold its own in-house 
extended warranty at its dealerships and recognized the resulting revenue 
over the term of the warranties.  In contrast, upon the sale of third party 
extended warranties the Company receives and immediately recognizes 
commission income at the time of sale as the Company has no further 
obligation pursuant to the extended warranty contracts.

     On April 4, 1997, certain members of a labor union initiated a strike at 
a General Motors' new vehicle assembly plant in Oklahoma City, Oklahoma; and 
on April 22, 1997, labor also initiated a strike at a General Motors' new 
vehicle assembly plant in Pontiac, Michigan. General Motors has represented 
that it has experienced a disruption in the production of certain of its new 
vehicles, including the popular extended cab pickup truck which is assembled 
at the Pontiac, Michigan plant.  The Company relies on General Motors as the 
primary source of new vehicle inventory for its three Chevrolet dealerships 
in the Amarillo, Texas market.  As of the date of this filing, General Motors 
has not announced a resolution to these strikes.

     On April 9, 1997, labor initiated a strike at a Chrysler engine plant in 
Detroit, Michigan.  Chrysler has represented that it has experienced a 
disruption in the production of certain of its new vehicles as a result of 
the strike.  On May 9, 1997, Chrysler announced a resolution to the strike. 
The Company relies on Chrysler as the primary source of new vehicle inventory 
for its two Dodge dealerships in the Oklahoma City market.

     A continuation of the strikes discussed herein, or any other disruptions 
in the availability of new vehicle inventory from the manufacturers, could 
have an adverse affect on new vehicle sales at the Company's Chevrolet and 
Dodge dealerships in the second quarter.

GROSS PROFIT

     Gross profit increased 34.5% in 1997 to $15.2 million from $11.3 million 
in 1996 primarily due to the recently acquired Lynn Hickey Dodge dealership 
and due to selling third party extended warranties as opposed to in-house 
warranties which the company sold during the 1996 period.  Gross profit as a 
percentage of sales increased to 17.1% in 1997 from 15.9% in 1996.  The 
increase in gross profit as a percentage of sales is primarily attributable 
to higher gross margins on other operating revenue.  Gross margin on other 
operating revenue increased to 64.8% in 1997 as compared to 61.2% in 1996. 
The increase in gross margin is also attributable to higher margin revenue 
components representing an increased percentage of gross revenues.

     The amount of revenue recognized related to the in-house warranties sold 
in prior periods, which was deferred and amortized over the contractual 
service period of the warranty contracts, will decline each quarter and will 
eventually cease at the expiration of the warranty periods.  As a result, 
gross margin will be negatively impacted during future periods.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     The Company's selling, general and administrative expenses increased to 
$10.9 million, or 12.2% of the Company's revenues, in 1997 from $7.5 million, 
or 10.5% of total revenues, in 1996.


                                      11

<PAGE>

     The increase is primarily attributable to incremental assimilation 
expenses associated with the acquisition of the Company's Oklahoma City 
dealerships.  These expenses relate to integrating the Company's systems into 
their operations and implementing the Company's strategies.  The remaining 
portion of the increase is attributable to an increase in the Company's 
corporate expense resulting from the conversion from a private company to a 
public company.

INTEREST EXPENSE

     The Company's interest expense, net of interest income, decreased 
approximately 51.3% to $475,000 for 1997 compared to $975,000 for 1996. The 
decrease is attributable to interest income earned from the investment of the 
remaining portion of the proceeds from the Offering. For the three months 
ended March 31, 1997 this income approximated $573,000.  The interest income 
was partially offset by an increase in interest expense due to the Company's 
Lynn Hickey Dodge acquisition.

     Net interest expense is expected to increase throughout 1997 as the 
Company uses the proceeds from the Offering to acquire additional dealerships 
and due to increased floor plan financing associated with the newly acquired 
dealerships.

INCOME TAXES

     The Company's effective income tax rate remained consistent at 37.4% for 
1997 and 1996.  Management expects the effective tax rate in 1997 to 
approximate 37.5% to 38.0%.

NET INCOME

     The Company's net income increased approximately 31.3% to $2.1 million 
in 1997 compared to $1.6 million in 1996.  The increase was primarily 
attributable to the Company's Lynn Hickey Dodge acquisition, and the 
commencement of selling third party extended warranty contracts on an 
exclusive basis, which was partially offset by an increase in selling, 
general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

     The Company requires cash primarily for financing its inventory of new 
and used vehicles and replacement parts, acquisitions of additional 
dealerships, capital expenditures and transition expenses in connection with 
its acquisitions.  Historically, the Company has met these liquidity 
requirements primarily through cash flow generated from operating activities, 
floor plan financing and borrowings under credit agreements with GMAC and 
CFC.  Floor plan financing from GMAC currently represents the primary source 
of financing for vehicle inventories.

     The Company currently finances its purchases of new vehicle inventory 
with GMAC and CFC.  The Company also maintains lines of credit with GMAC and 
CFC for the financing of used vehicles, pursuant to which GMAC and CFC 
provide financing for up to 80% of the cost of used vehicles that are less 
than five years old and that have been driven fewer than 70,000 miles.  GMAC 
and CFC receive a security interest in all inventory they finance.  The 
Company makes monthly interest payments on the amounts financed by GMAC and 
CFC.  The Company must repay the principal amount of indebtedness with 
respect to any vehicle within two days of the sale of such vehicle by the 


                                      12

<PAGE>

Company.  The Company periodically renegotiates the terms of its financing 
with GMAC and CFC, including the interest rate.  As of March 31, 1997, the 
Company had outstanding floor plan debt of $38.1 million and paid an average 
annual interest rate of 8%.

     During the first three months of 1997, the Company generated net cash of 
$5.8 million from operating activities, compared to $8.5 million for the 
three months ended March 31, 1996.  The decrease is primarily attributable to 
fluctuations in inventory levels and accounts receivable, partially offset by 
decreased accounts payable. The fluctuation in inventory levels is primarily 
determined by timing of new vehicle deliveries from the automakers, seasonal 
factors and changes in the optimal level of inventory as determined by 
management based on inventory management strategies.

     Cash used in investing activities of $753,000 during the first three 
months of 1997 were primarily capital expenditures.  Capital expenditures for 
the second quarter are expected to approximate $8,500,000 relating primarily 
to the purchase of land and interim construction advances at Toyota West, 
Inc. and Douglas Toyota, Inc., which will be financed through a $7.5 million 
note to the seller and cash from operations.  The Company currently 
anticipates that any future acquisitions will be financed with proceeds from 
the Offering, issuance of stock or debt or a combination of cash, stock and 
debt.

     Cash used in financing activities amounted to $8.6 million for the three 
months ended March 31, 1997 and was primarily attributable to reduced 
floorplan notes payable.  The reduction in floorplan financing in 1997 was 
greater than the reduction in inventory which was primarily due to the 
Company using a portion of its excess cash to reduce floorplan financing. The 
Company anticipates the relation of floorplan financing to inventory to 
increase to March 31, 1996 levels as the Company uses excess cash to fund 
future acquisitions. In 1996 cash provided by financing activities reflected 
a decrease in inventory financing and loans from affiliates.

     The Company believes that its existing capital resources, including the 
remaining proceeds of the Offering, will be sufficient to run the Company's 
operations in the ordinary course and fund its debt service requirements. The 
Company estimates that it will incur a tax liability of approximately $4 
million in connection with the change in its tax basis of accounting for 
inventory from LIFO to FIFO. The Company will be required to pay this 
liability in six equal annual installments, beginning in March 1997, and 
believes that it will be able to pay such obligation with cash provided by 
operations.

SEASONALITY

     The Company generally experiences a higher volume of new and used 
vehicle sales in the second and third quarters of each year.  If the Company 
acquires dealerships in other markets, it may be affected by other seasonal 
or consumer buying trends.

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     From time to time, the Company is named in claims involving the 
manufacture of automobiles, contractual disputes and other matters arising in 
the ordinary course of the Company's business.  Currently, no legal 
proceedings are pending against or involve the Company that, in the opinion 


                                      13

<PAGE>

of management, could be expected to have a material adverse effect on the 
business, financial condition or results of operations of the Company.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  LISTING OF EXHIBITS

     (Exhibits followed by an (*) constitute management contracts or 
     compensatory plans or arrangements.)

EXHIBIT
NUMBER     DESCRIPTION
-------    ----------------------------------------------------

2.1        Asset Purchase Agreement dated as of June 17, 1996, among
           Lynn Hickey Dodge, Inc., Lynn Hickey, and Cross Country
           Dodge, Inc. (1)
2.2        Stock Purchase Agreement, dated as of January 23, 1997, by
           and between Cross-Continent Auto Retailers, Inc. and R.
           Douglas Spedding (2)
2.3        Amendment to Stock Purchase Agreement dated as of April 1,
           1997, by and between Cross-Continent Auto Retailers, Inc.
           and R. Douglas Spedding (3)
2.4        Stock Purchase Agreement dated as of February 28, 1997,
           among Cross-Continent Auto Retailers, Inc., Jack Biegger,
           Dale Edwards, and Sahara Datsun, Inc., d/b/a Jack Biegger
           Nissan, as amended by the Amendment to Stock Purchase
           Agreement dated as of March 17, 1997, among Cross-Continent
           Auto Retailers, Inc., Jack Biegger, Dale Edwards, and
           Sahara Nissan, Inc., d/b/a Jack Biegger Nissan (4)
2.5        Second Amendment to Stock Purchase Agreement dated as of
           April 30, 1997, by and between Cross-Continent Auto
           Retailers, Inc., Jack Biegger, Dale Edwards, and Sahara
           Datsun, Inc., d/b/a Jack Biegger Nissan, as amended by the
           Amendment to Stock Purchase Agreement dated as of March 17,
           1997, among Cross-Continent Auto Retailers, Inc., Jack
           Biegger, Dale Edwards, and Sahara Nissan, Inc., d/b/a Jack
           Biegger Nissan
2.7        Purchase Agreement dated as of March 1, 1997, between RDS,
           Inc. and Cross-Continent Auto Retailers, Inc.(omitting
           exhibits thereto, which will be furnished supplementally to
           the Commission upon request) (3)
2.8        Purchase Agreement dated as of March 1, 1997, between R.
           Douglas Spedding and Cross-Continent Auto Retailers,
           Inc.(omitting exhibits thereto, which will be furnished
           supplementally to the Commission upon request) (3)
2.6        Asset Purchase Agreement dated as of April 16, 1997, by and
           between JRJ Investments, Inc., a Nevada corporation, as
           seller, The Chaisson Family Trust-R501, the shareholders
           and the Company, as buyer
3.1        Amended and Restated Certificate of Incorporation of 
           Cross-Continent Auto Retailers, Inc. (5)
3.3        Amended and Restated Bylaws of Cross-Continent Auto
           Retailers, Inc. (5)
4.1        Specimen Common Stock Certificate (5)
4.2        Rights Agreement between Cross-Continent Auto Retailers,
           Inc. and The Bank of New York, as rights agent (5)
4.3        Amended and Restated 1996 Stock Option Plan of Cross-Continent
           Auto Retailers, Inc. (6)


                                      14

<PAGE>

4.4        Registration Rights Agreement dated as of April 1, 1997, by
           and between Cross-Continent Auto Retailers, Inc. and R.
           Douglas Spedding (3)
10.1       Dealer Sales and Service Agreement dated November 1, 1995,
           between the Chevrolet Division of General Motors
           Corporation and Plains Chevrolet, Inc., as amended by
           Supplemental Agreement dated as of July 29, 1996 (1)(7)
10.2       Sales and Service Agreement between Performance Dodge, Inc.
           and Chrysler Corporation, dated as of October 1, 1996 (1)
10.3       Dealer Sales and Service Agreement dated September 23,
           1996, between the Nissan Division of Nissan Motor
           Corporation, U.S.A., Quality Nissan, Inc. and Cross-Continent 
           Auto Retailers, Inc. (8)
10.4       Dealer Sales and Service Agreement dated September 23,
           1996, between the Nissan Division of Nissan Motor
           Corporation, U.S.A., Performance Nissan and Cross-Continent
           Auto Retailers, Inc. (5)
10.4       Dollar Volume Contract dated March 31, 1994, between Plains
           Chevrolet, Inc., Westgate Chevrolet, Inc., Midway
           Chevrolet, Inc., Quality Nissan, Inc. and Amarillo Globe News (1)
10.5       Sublease Agreement dated June 1, 1995, between Gilliland
           Group Family Partnership and Performance Nissan, Inc. (1)
10.6       Lease Agreement dated March 1, 1994, among John W. Adams,
           Eleanore A. Braly as Trustee of the Eleanore A. Braly
           Trust, Romie G. Carpenter, Melody Lynn Goff, and Selden
           Simpson and Quality Nissan, Inc. (1)
10.7       Office Lease dated June 1, 1996, between Gilliland Group
           Family Partnership and Cross-Country Auto Retailers,
           Inc.(now named Cross-Continent Auto Retailers, Inc.) (1)
10.8       Wholesale Security Agreement, as amended, dated December 4,
           1995, between General Motors Acceptance Corporation and
           Performance Dodge, Inc. (1)(9)
10.9       Corporation and Shareholders' Agreement of Xaris Management
           Co. (1)
10.10      Documents dated December 4, 1995, relating to $5,550,000
           loan by General Motors Acceptance Corporation to
           Performance Dodge, Inc. (1)
10.10.1    Promissory Note by Performance Dodge, Inc. to General
           Motors Acceptance Corporation, in the amount of $1,850,000 (4)
10.10.2    Promissory Note by Performance Dodge, Inc. to General
           Motors Acceptance Corporation, in the amount of $3,700,000 (4)
10.10.3    Cross-Default and Cross-Collateralization Agreement between
           General Motors Acceptance Corporation and Performance
           Dodge, Inc. (4)
10.10.4    Security Agreement between General Motors Acceptance
           Corporation and Performance Dodge, Inc. (4)
10.10.5    Mortgage, Assignment and Security Agreement between General
           Motors Acceptance Corporation and Performance Dodge, Inc. (4)
10.11      Documents relating to loan by General Motors Acceptance
           Corporation to Midway Chevrolet, Inc. (1)
10.11.1    Promissory Note dated December 15, 1989, by Midway
           Chevrolet, Inc. to General Motors Acceptance Corporation,
           in the amount of $977,249.74 (4)
10.11.2    Renewal, Extension and Modification Agreement dated
           February 20, 1995, between General Motors Acceptance
           Corporation and Midway Chevrolet, Inc. (4)
10.11.3    Security Agreement dated February 20, 1995, between General
           Motors Acceptance Corporation and Midway Chevrolet, Inc. (4)
10.12      Documents dated December 4, 1995, relating to $1,350,000
           loan by General Motors Acceptance Corporation to
           Performance Nissan, L.L.C. (1)


                                      15

<PAGE>

10.12.1    Promissory Note by Performance Nissan, L.L.C. to General Motors
           Acceptance Corporation, in the amount of $1,350,000 (4)
10.12.2    Cross-Default and Cross-Collateralization Agreement between
           General Motors Acceptance Corporation and Performance
           Nissan, L.L.C. (4)
10.12.3    Security Agreement between General Motors Acceptance
           Corporation and Performance Nissan, L.L.C. (4)
10.13      Documents relating to used vehicle inventory financing agreements
           between General Motors Acceptance Corporation and Cross-Continent
           Auto Retailers, Inc. dealership subsidiaries (1)
10.13.1    Used Vehicle Wholesale Borrowing Base Credit Line Loan
           Agreement dated June 7, 1996, between General Motors
           Acceptance Corporation and Performance Dodge, Inc. (4)(9)
10.13.2    Promissory Note dated June 7, 1996, by Performance Dodge,
           Inc. to General Motors Acceptance Corporation, in the
           amount of $3,000,000 (4)(10)
10.13.3    Cross-Default and Cross-Collateralization Agreements
           between General Motors Acceptance Corporation and
           Performance Nissan, Inc., Performance Dodge, Inc., Midway
           Chevrolet, Inc., Plains Chevrolet, Inc., Quality Nissan,
           Inc., and Westgate Chevrolet, Inc. (4)
10.14(*)   Employment Contract dated February 21, 1997, by and between
           Cross-Continent Auto Retailers, Inc. and James F. Purser (4)
10.15(*)   Employment Contract dated February 18, 1997, by and between
           Cross-Continent Auto Retailers, Inc. and R. Wayne Moore
10.16(*)   Employment Agreement dated as of April 1, 1997, by and
           between R. Douglas Spedding and Cross-Continent Auto
           Retailers, Inc. (3)
10.17(*)   Employment Agreement dated as of April 1, 1997, by and between 
           Douglas J. Spedding and Cross-Continent Auto Retailers, Inc. (3)
10.18      Promissory Note dated April 1, 1997, by Cross-Continent
           Auto Retailers, Inc. to the order of R. Douglas Spedding in
           the principal amount of $7,000,000 (3)
10.19      Promissory Note dated April 4, 1997, by Cross-Continent Auto 
           Retailers, Inc. to Amarillo National Bank in the principal amount
           of $8,000,000 (3)
10.20      Documents dated April 10, 1997, relating to promissory note
           by Cross-Continent Auto Retailers, Inc. to the order of
           RDS, Inc. in the principal amount of $2,000,000 (3)
10.20.1    Promissory Note by Cross-Continent Auto Retailers, Inc. to
           the order of RDS, Inc. (3)
10.20.2    Security Agreement between Cross-Continent Auto Retailers,
           Inc. and RDS, Inc. (3)
10.20.3    Deed of Trust between Cross-Continent Auto Retailers, Inc.
           and RDS, Inc. (3)
10.21      Documents dated April 10, 1997, relating to promissory note
           by Cross-Continent Auto Retailers, Inc. to the order of R.
           Douglas Spedding in the principal amount of $5,500,000 (3)
10.21.1    Promissory Note by Cross-Continent Auto Retailers, Inc. to
           the order of R. Douglas Spedding (3)
10.21.2    Security Agreement between Cross-Continent Auto Retailers,
           Inc. and R. Douglas Spedding (3)
10.21.3    Deed of Trust between Cross-Continent Auto Retailers, Inc.
           and R. Douglas Spedding (3)
10.22      Release and Indemnification Agreement dated as of April 10,
           1997, between Cross-Continent Auto Retailers, Inc. And R.
           Douglas Spedding (3)
27.1       Financial Data Table


                                      16

<PAGE>

--------------------------
(1)   Previously filed as an exhibit to the Company's Registration
      Statement on Form S-1 (Registration No. 333-0685), incorporated
      herein by reference.
(2)   Previously filed as an exhibit to the Company's Annual Report on
      Form 10-K for the fiscal year ended December 31, 1996,
      incorporated herein by reference.
(3)   Previously filed as an exhibit to the Company's Current Report
      on Form 8-K dated April 10, 1997, incorporated herein by
      reference.
(4)   Previously filed as an exhibit to the Company's Annual Report on
      Form 10-K for the fiscal year ended December 31, 1996,
      incorporated herein by reference.
(5)   Previously filed as an exhibit to the Company's Quarterly Report
      on Form 10-Q for the Quarterly Period Ended September 30, 1996,
      incorporated herein by reference.
(6)   Previously filed as an exhibit to the Company's Registration
      Statement on Form S-8, filed with the Securities and Exchange
      Commission on March 7, 1997, incorporated herein by reference.
(7)   Substantially identical agreements exist between the Chevrolet
      Division and each of Midway Chevrolet, Inc. and Westgate
      Chevrolet, Inc.
(8)   Substantially identical Agreement exists between the Nissan
      Division and Performance Nissan, Inc.
(9)   Substantially identical Agreements exist between General Motors
      Acceptance Corporation and each of Midway Chevrolet, Inc.,
      Plains Chevrolet, Inc., Westgate Chevrolet, Inc., Quality
      Nissan, Inc., and Performance Nissan, Inc.
(10)  Substantially identical Promissory Notes have been executed by
      Midway Chevrolet, Inc., Plains Chevrolet, Inc., Westgate
      Chevrolet, Inc., Quality Nissan, Inc., and Performance Nissan,
      Inc., in the amounts indicated for each dealership subsidiary in
      the Cross-Default and Cross-Collateralization Agreement
      (Exhibit 10.13.3)



      (b)  REPORTS ON FORM 8-K

           A Form 8-K was filed on April 25, 1997 reporting the purchase of 
           all the outstanding capital stock of each of Douglas Toyota, Inc.,
           a Colorado corporation, and Toyota West Sales & Service, Inc., a 
           Nevada corporation, together with certain real estate to be used 
           in connection with both dealerships.


                                      17

<PAGE>

                             SIGNATURES


Pursuant to the requirements 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.

                               CROSS-CONTINENT AUTO RETAILERS, INC.



Date: May 14, 1997                     By: /s/ BILL GILLILAND
                                          ------------------------------------
                                          Bill Gilliland, Chairman and
                                          Chief Executive Officer



Date: May 14, 1997                     By: /s/ JAMES F. PURSER
                                          ------------------------------------
                                          James F. Purser,
                                          Chief Financial Officer



Date: May 14, 1997                     By: /s/ CHARLES D. WINTON
                                          ------------------------------------
                                          Charles D. Winton, Vice President
                                          and Chief Accounting Officer





                                      18

<PAGE>

                           EXHIBIT INDEX


EXHIBIT
NUMBER               DESCRIPTION    
-------    ---------------------------------------------------

2.1        Asset Purchase Agreement dated as of June 17, 1996, among
           Lynn Hickey Dodge, Inc., Lynn Hickey, and Cross Country
           Dodge, Inc. (1)
2.2        Stock Purchase Agreement, dated as of January 23, 1997, by
           and between Cross-Continent Auto Retailers, Inc. and R.
           Douglas Spedding (2)
2.3        Amendment to Stock Purchase Agreement dated as of April 1,
           1997, by and between Cross-Continent Auto Retailers, Inc.
           and R. Douglas Spedding (3)
2.4        Stock Purchase Agreement dated as of February 28, 1997,
           among Cross-Continent Auto Retailers, Inc., Jack Biegger,
           Dale Edwards, and Sahara Datsun, Inc., d/b/a Jack Biegger
           Nissan, as amended by the Amendment to Stock Purchase
           Agreement dated as of March 17, 1997, among Cross-Continent
           Auto Retailers, Inc., Jack Biegger, Dale Edwards, and
           Sahara Nissan, Inc., d/b/a Jack Biegger Nissan (4)
2.5        Second Amendment to Stock Purchase Agreement dated as of
           April 30, 1997, by and between Cross-Continent Auto
           Retailers, Inc., Jack Biegger, Dale Edwards, and Sahara
           Datsun, Inc., d/b/a Jack Biegger Nissan, as amended by the
           Amendment to Stock Purchase Agreement dated as of March 17,
           1997, among Cross-Continent Auto Retailers, Inc., Jack
           Biegger, Dale Edwards, and Sahara Nissan, Inc., d/b/a Jack
           Biegger Nissan
2.7        Purchase Agreement dated as of March 1, 1997, between RDS,
           Inc. and Cross-Continent Auto Retailers, Inc.(omitting
           exhibits thereto, which will be furnished supplementally to
           the Commission upon request) (3)
2.8        Purchase Agreement dated as of March 1, 1997, between R.
           Douglas Spedding and Cross-Continent Auto Retailers,
           Inc.(omitting exhibits thereto, which will be furnished
           supplementally to the Commission upon request) (3)
2.6        Asset Purchase Agreement dated as of April 16, 1997, by and
           between JRJ Investments, Inc., a Nevada corporation, as
           seller, The Chaisson Family Trust-R501, the shareholders
           and the Company, as buyer
3.1        Amended and Restated Certificate of Incorporation of 
           Cross-Continent Auto Retailers, Inc. (5)
3.3        Amended and Restated Bylaws of Cross-Continent Auto 
           Retailers, Inc. (5)
4.1        Specimen Common Stock Certificate (5)
4.2        Rights Agreement between Cross-Continent Auto Retailers,
           Inc. and The Bank of New York, as rights agent (5)
4.3        Amended and Restated 1996 Stock Option Plan of Cross-Continent 
           Auto Retailers, Inc. (6)
4.4        Registration Rights Agreement dated as of April 1, 1997, by
           and between Cross-Continent Auto Retailers, Inc. and R.
           Douglas Spedding (3)
10.1       Dealer Sales and Service Agreement dated November 1, 1995,
           between the Chevrolet Division of General Motors
           Corporation and Plains Chevrolet, Inc., as amended by
           Supplemental Agreement dated as of July 29, 1996 (1)(7)
10.2       Sales and Service Agreement between Performance Dodge, Inc.
           and Chrysler Corporation, dated as of October 1, 1996 (1)


                                      19

<PAGE>

10.3       Dealer Sales and Service Agreement dated September 23,
           1996, between the Nissan Division of Nissan Motor
           Corporation, U.S.A., Quality Nissan, Inc. and Cross-Continent 
           Auto Retailers, Inc. (8)
10.4       Dealer Sales and Service Agreement dated September 23,
           1996, between the Nissan Division of Nissan Motor
           Corporation, U.S.A., Performance Nissan and Cross-Continent
           Auto Retailers, Inc. (5)
10.4       Dollar Volume Contract dated March 31, 1994, between Plains
           Chevrolet, Inc., Westgate Chevrolet, Inc., Midway Chevrolet, 
           Inc., Quality Nissan, Inc. and Amarillo Globe News (1)
10.5       Sublease Agreement dated June 1, 1995, between Gilliland
           Group Family Partnership and Performance Nissan, Inc. (1)
10.6       Lease Agreement dated March 1, 1994, among John W. Adams,
           Eleanore A. Braly as Trustee of the Eleanore A. Braly
           Trust, Romie G. Carpenter, Melody Lynn Goff, and Selden
           Simpson and Quality Nissan, Inc. (1)
10.7       Office Lease dated June 1, 1996, between Gilliland Group
           Family Partnership and Cross-Country Auto Retailers,
           Inc.(now named Cross-Continent Auto Retailers, Inc.) (1)
10.8       Wholesale Security Agreement, as amended, dated December 4, 1995,
           between General Motors Acceptance Corporation and Performance 
           Dodge, Inc. (1)(9)
10.9       Corporation and Shareholders' Agreement of Xaris Management Co. (1)
10.10      Documents dated December 4, 1995, relating to $5,550,000 loan by 
           General Motors Acceptance Corporation to Performance Dodge, Inc. (1)
10.10.1    Promissory Note by Performance Dodge, Inc. to General Motors 
           Acceptance Corporation, in the amount of $1,850,000 (4)
10.10.2    Promissory Note by Performance Dodge, Inc. to General Motors 
           Acceptance Corporation, in the amount of $3,700,000 (4)
10.10.3    Cross-Default and Cross-Collateralization Agreement between General
           Motors Acceptance Corporation and Performance Dodge, Inc. (4)
10.10.4    Security Agreement between General Motors Acceptance Corporation 
           and Performance Dodge, Inc. (4)
10.10.5    Mortgage, Assignment and Security Agreement between General Motors 
           Acceptance Corporation and Performance Dodge, Inc. (4)
10.11      Documents relating to loan by General Motors Acceptance Corporation
           to Midway Chevrolet, Inc. (1)
10.11.1    Promissory Note dated December 15, 1989, by Midway Chevrolet, Inc.
           to General Motors Acceptance Corporation, in the amount of 
           $977,249.74 (4)
10.11.2    Renewal, Extension and Modification Agreement dated
           February 20, 1995, between General Motors Acceptance Corporation 
           and Midway Chevrolet, Inc. (4)
10.11.3    Security Agreement dated February 20, 1995, between General Motors
           Acceptance Corporation and Midway Chevrolet, Inc. (4)
10.12      Documents dated December 4, 1995, relating to $1,350,000 loan by 
           General Motors Acceptance Corporation to Performance Nissan, 
           L.L.C. (1)
10.12.1    Promissory Note by Performance Nissan, L.L.C. to General Motors 
           Acceptance Corporation, in the amount of $1,350,000 (4)
10.12.2    Cross-Default and Cross-Collateralization Agreement between General
           Motors Acceptance Corporation and Performance Nissan, L.L.C. (4)
10.12.3    Security Agreement between General Motors Acceptance Corporation 
           and Performance Nissan, L.L.C. (4)
10.13      Documents relating to used vehicle inventory financing agreements
           between General Motors Acceptance Corporation and Cross-Continent
           Auto Retailers, Inc. dealership subsidiaries (1)


                                      20

<PAGE>

10.13.1    Used Vehicle Wholesale Borrowing Base Credit Line Loan Agreement 
           dated June 7, 1996, between General Motors Acceptance Corporation
           and Performance Dodge, Inc. (4)(9)
10.13.2    Promissory Note dated June 7, 1996, by Performance Dodge, Inc. to 
           General Motors Acceptance Corporation, in the amount of 
           $3,000,000 (4)(10)
10.13.3    Cross-Default and Cross-Collateralization Agreements between General
           Motors Acceptance Corporation and Performance Nissan, Inc., 
           Performance Dodge, Inc., Midway Chevrolet, Inc., Plains Chevrolet,
           Inc., Quality Nissan, Inc., and Westgate Chevrolet, Inc. (4)
10.14(*)   Employment Contract dated February 21, 1997, by and between
           Cross-Continent Auto Retailers, Inc. and James F. Purser (4)
10.15(*)   Employment Contract dated February 18, 1997, by and between
           Cross-Continent Auto Retailers, Inc. and R. Wayne Moore
10.16(*)   Employment Agreement dated as of April 1, 1997, by and
           between R. Douglas Spedding and Cross-Continent Auto
           Retailers, Inc. (3)
10.17(*)   Employment Agreement dated as of April 1, 1997, by and between 
           Douglas J. Spedding and Cross-Continent Auto Retailers, Inc. (3)
10.18      Promissory Note dated April 1, 1997, by Cross-Continent Auto 
           Retailers, Inc. to the order of R. Douglas Spedding in the 
           principal amount of $7,000,000 (3)
10.19      Promissory Note dated April 4, 1997, by Cross-Continent Auto 
           Retailers, Inc. to Amarillo National Bank in the principal amount
           of $8,000,000 (3)
10.20      Documents dated April 10, 1997, relating to promissory note by 
           Cross-Continent Auto Retailers, Inc. to the order of RDS, Inc. in
           the principal amount of $2,000,000 (3)
10.20.1    Promissory Note by Cross-Continent Auto Retailers, Inc. to the 
           order of RDS, Inc. (3)
10.20.2    Security Agreement between Cross-Continent Auto Retailers, Inc. 
           and RDS, Inc. (3)
10.20.3    Deed of Trust between Cross-Continent Auto Retailers, Inc.
           and RDS, Inc. (3)
10.21      Documents dated April 10, 1997, relating to promissory note by 
           Cross-Continent Auto Retailers, Inc. to the order of R. Douglas 
           Spedding in the principal amount of $5,500,000 (3)
10.21.1    Promissory Note by Cross-Continent Auto Retailers, Inc. to
           the order of R. Douglas Spedding (3)
10.21.2    Security Agreement between Cross-Continent Auto Retailers,
           Inc. and R. Douglas Spedding (3)
10.21.3    Deed of Trust between Cross-Continent Auto Retailers, Inc.
           and R. Douglas Spedding (3)
10.22      Release and Indemnification Agreement dated as of April 10, 1997, 
           between Cross-Continent Auto Retailers, Inc. And R. Douglas 
           Spedding (3)
27.1       Financial Data Table


--------------------------
(1)   Previously filed as an exhibit to the Company's Registration Statement 
      on Form S-1 (Registration No. 333-0685), incorporated herein by reference.
(2)   Previously filed as an exhibit to the Company's Annual Report on
      Form 10-K for the fiscal year ended December 31, 1996, incorporated 
      herein by reference.
(3)   Previously filed as an exhibit to the Company's Current Report on Form 8-K
      dated April 10, 1997, incorporated herein by reference.


                                      21

<PAGE>

 (4)  Previously filed as an exhibit to the Company's Annual Report on
      Form 10-K for the fiscal year ended December 31, 1996,
      incorporated herein by reference.
(5)   Previously filed as an exhibit to the Company's Quarterly Report
      on Form 10-Q for the Quarterly Period Ended September 30, 1996,
      incorporated herein by reference.
(6)   Previously filed as an exhibit to the Company's Registration
      Statement on Form S-8, filed with the Securities and Exchange
      Commission on March 7, 1997, incorporated herein by reference.
(7)   Substantially identical agreements exist between the Chevrolet
      Division and each of Midway Chevrolet, Inc. and Westgate
      Chevrolet, Inc.
(8)   Substantially identical Agreement exists between the Nissan
      Division and Performance Nissan, Inc.
(9)   Substantially identical Agreements exist between General Motors
      Acceptance Corporation and each of Midway Chevrolet, Inc.,
      Plains Chevrolet, Inc., Westgate Chevrolet, Inc., Quality
      Nissan, Inc., and Performance Nissan, Inc.
(10)  Substantially identical Promissory Notes have been executed by
      Midway Chevrolet, Inc., Plains Chevrolet, Inc., Westgate
      Chevrolet, Inc., Quality Nissan, Inc., and Performance Nissan,
      Inc., in the amounts indicated for each dealership subsidiary in
      the Cross-Default and Cross-Collateralization Agreement
      (Exhibit 10.13.3)


                                      22