UNITED STATES
                   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
                             [Fee Required]

  For the fiscal year ended June 30, 1999

[    ]   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 0-15641

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

            California                         95-3162444
  (State or other jurisdiction of     (I.R.S. Employer Identification No.)
   incorporation or organization)

       5 Hutton Centre Drive, Suite 500
                 Santa Ana, CA                           92707
    (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:  (714) 751-7551

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock
                                                        (Title of each class)

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
and  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 Form 10-K or any amendment to this Form 10-K.____________________

The  aggregate  market value of the Common Stock held by nonaffiliates
of the Registrant as of September 10, 1999 was $51,070,718.

  Number of shares outstanding as of September 10, 1999:
                 Common Stock 11,836,218

<PAGE>

                   DOCUMENTS INCORPORATED BY REFERENCE

Part III  incorporates  information  by reference  from  Registrant's
definitive Proxy Statement to be filed with the Commission within 120
days after the close of the Registrant's fiscal year.

<PAGE>

                             AMPLICON, INC.

                            TABLE OF CONTENTS

PART I                                                        PAGE

Item 1.  Business                                             2-5

Item 2.  Properties                                             5

Item 3.  Legal Proceedings                                      5

Item 4.  Submission of Matters to a Vote of Security Holders    5

PART II

Item 5.  Market for Company's Common Equity and Related
              Stockholder Matters                             5-6

Item 6.  Selected Financial Data                                6

Item 7.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations            7-10

Item 8.  Financial Statements and Supplementary Data        11-26

Item 9.  Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure           27

PART III

Item 10. Directors and Executive Officers of the Registrant    27

Item 11. Executive Compensation                                27

Item 12. Security Ownership of Certain Beneficial Owners
              and Management                                   27

Item 13. Certain Relationships and Related Transactions        27

PART IV

Item 14. Exhibits, Financial Statement Schedules and
              Reports on Form 8-K                              27

Signatures                                                     28
Schedule II                                                    29
Exhibit Index                                               30-32

                                     1
<PAGE>

                             AMPLICON, INC.

                                 PART I

ITEM 1. BUSINESS

General

     Amplicon leases and sells computer networks,  mid-range   computers,
computer   software,   peripherals,   workstations,    telecommunications
equipment, computer  automated design and manufacturing equipment, office
automation equipment and other  items  of  personal property to customers
located throughout  the United States.  The  Company was  incorporated in
California in 1977.  Unless  the  context otherwise requires,  the  terms
"Amplicon" and "Company" as used herein refer to Amplicon, Inc.

     Computer Networks and Mid-Range Computers.  The Company concentrates
on  the  market for computer networks and  mid-range computers since this
market  is  particularly  receptive  to  leasing  services.  The  largest
component  of  the  Company's business consists  of  personal  computers,
workstations,  printers, and software which are integrated into  complete
networks.  Computer networks typically consist of a central server, which
may  be a mid-range computer or high-end microcomputer, multiple personal
computers and workstations, network communications hardware and software,
printers  and  associated  products  for  microcomputer  based  networks.
Computer  networks generally range in cost from $100,000  to  $3,000,000.
Mid-range computers generally cost between $100,000 and $750,000 and  are
used  primarily  by  subsidiaries and divisions  of  large  companies  to
supplement  mainframe  computer systems, by middle-market  companies  for
centralized  data processing, and to upgrade personal computer  networks.
Mid-range  computer  systems typically consist of  a  central  processing
unit,  multiple  display  terminals,  printers,  disk  and  tape  drives,
communications equipment and operating software.

     Mid-range  systems  and computer  networks are modular  and  can  be
expanded  to satisfy additional data processing requirements and  perform
additional  functions  by upgrading the central  processing  unit  and/or
server,  and  adding  data  storage devices and workstations  to  support
additional  users.  Advances in microcomputer technology and enhancements
to  the  capabilities  of  mid-range computer systems  have  led  to  the
development of systems that  better integrate data processing  with  word
processing, file and retrieval systems, and electronic mail. The  Company
leases  and  sells mid-range computer systems manufactured  primarily  by
International  Business Machines Corporation ("IBM"), and Hewlett-Packard
Co. ("HP").  Vendors of computer network products include IBM, and HP, as
well as Compaq Computer Corporation ("Compaq"), Dell Computer Corporation
("Dell"),  Gateway  2000, Inc., among many others, and  software  vendors
such as Microsoft Corporation and Novell, Inc.

     Software.  Amplicon  leases  operating system  software products and
specialized  application  software packages.  These application  software
packages typically  cost between  $50,000  and  $500,000.  In addition to
leasing  stand-alone  software packages,  an increasing percentage of the
cost of mid-range computer systems and networks consists of operating and
application software.

     Other  Electronic  Equipment.  Advances in microcomputer  technology
have  also  expanded the scope of other electronic equipment utilized  by
Amplicon's  existing  and targeted customer base.   Amplicon  leases  and
sells   telecommunications  equipment,  computer  automated  design   and
computer  automated  manufacturing  ("CAD/CAM")  equipment,  and   office
automation  equipment.  The telecommunications equipment  leased  by  the
Company  includes  digital private  branch equipment, switching equipment
and  voice  mail  systems  manufactured  by  Lucent Technologies, Siemens
Business  Communications  Systems, Inc.  and  ITT Industries,  as well as
satellite  tracking  systems  manufactured by  Qualcomm Incorporated, and
generally costs between $50,000 and $500,000. The CAD/CAM systems  leased
by  the Company include those produced by IBM, HP, Intergraph Corporation
and  Sun  Microsystems, Inc. and cost between $50,000  and  $700,000  per
system.  The  Company  also  leases imaging systems,  testing  equipment,
copying equipment, retail point-of-sale systems and bank automatic teller
machines.

     Production Equipment  and Other Personal Property.  The Company also
leases  technology  related  manufacturing  and  distribution  management
systems.  These systems include complex computer controlled manufacturing
and  production  systems,  printing presses  and  warehouse  distribution
systems.   In  addition, the Company leases a wide  variety  of  personal
property  in  the  "non-high technology" area, including  machine  tools,
trucks and office furniture.

                                     2
<PAGE>
                             AMPLICON, INC.

General (continued)

Marketing Strategy

     The  Company  has  developed and  refined a direct marketing  system
utilizing  a  centralized telemarketing program. The program  includes  a
system  which maintains a confidential database of current and  potential
users  of  business property, a comprehensive formal training program  to
introduce new marketing employees to Amplicon's telemarketing techniques,
and an in-house computer and telecommunications system.

     The  Company  implemented its current marketing system after  having
determined  that a centralized telemarketing program would be  more  cost
effective  than  field  sales representatives. The use  of  telemarketing
techniques  rather  than  field  sales representatives  has  enabled  the
Company  to  limit  selling,  general and  administrative  expenses  and,
consequently, allows the Company to offer more competitive rates  to  its
customers.

     Amplicon  identifies   potential  customers  through  a  variety  of
methods.  The  Company  purchases lists of computer  users  from  private
sources,  conducts direct mail and telephone campaigns to generate  sales
leads,  and maintains proprietary records of contacts made with potential
customers   by   its  account  executives.  Amplicon  utilizes   prospect
management  software  to further enhance the productivity  of  the  sales
force. Specific information about potential customers is entered into  an
on-line  confidential  database  accessible  to  each  account  executive
through  the  personal  computer  network.  As  potential  customers  are
contacted by account executives, the database is updated and supplemented
with  information about what computer and other equipment they are using,
related  lease  expiration  dates  and  any  future  equipment  needs  or
replacement  plans.  The database allows account executives  to  identify
efficiently the most likely purchaser or lessee of capital assets and  to
concentrate efforts on these prospective customers.

     Amplicon's  data  base,  combined   with  the   prospect  management
software,  and  an integrated in-house telecommunications system,  permit
the  Company's  sales  management to monitor account executive  activity,
daily  prospect  status and pricing information. The ability  to  monitor
account activity and offer immediate assistance in negotiating or pricing
a  transaction  makes it possible for Amplicon to be  responsive  to  its
customers and prospects.

Leasing and Sales Activities

     The  Company's leases  are generally for terms ranging from  two  to
five  years.  All of the Company's leases are noncancelable "net"  leases
which contain "hell-or-high-water" provisions under which the lessee must
make  all  lease payments regardless of any defects in the property,  and
which require the lessee to maintain and service the property, insure the
property  against  casualty loss and pay all property,  sales  and  other
taxes.  The Company retains ownership of the property it leases,  and  in
the event of default by the lessee, the Company or the lender to whom the
lease had been assigned may declare the lessee in default, accelerate all
lease  payments due under the lease and pursue other available  remedies,
including  repossession  of  the property. Upon  the  expiration  of  the
leases, the lessee typically has an option, which is dependent upon  each
lease's defined end of term options, to either purchase the property at a
mutually  agreeable  price,  or  in the  case  of  a  "conditional  sales
contract,"  at a predetermined minimum price, or to renew the  lease.  If
the  purchase  option is not exercised by the original lessee,  once  the
leased property is returned to the Company, the Company will endeavor  to
locate a new lessee; however, if a new lessee cannot be located, then the
Company  seeks  to sell the leased property.  The terms of the  Company's
software leases are substantially similar to its equipment leases.

     The  Company conducts  its leasing business in a manner designed  to
conserve  its  working  capital and minimize  its  credit  exposure.  The
Company does not purchase leased property until it has received a binding
noncancelable lease from its customer and, generally, has determined that
the  lease  can be discounted with a bank or financial institution  on  a
nonrecourse  basis. Accordingly, a substantial portion of  the  Company's
leases  are  discounted to banks or finance companies  on  a  nonrecourse
basis  at  fixed  interest  rates that reflect the  customers'  financial
condition.  Approximately 89.9% and 93.1% of the total dollar  amount  of
new leases entered into by the Company during the fiscal years ended June
30,   1999   and   1998,  respectively,  were  discounted  to   financial
institutions. The institutional lender to which a lease has been assigned
has  no  recourse against the Company, unless the Company is  in  default
under  the  terms  of the agreement by which a lease was  assigned.   The
institution  to  which a lease has been assigned may take  title  to  the
leased  property, but only in the  event the  lessee  fails to make lease

                                      3

<PAGE>

                                  AMPLICON, INC.

Leasing and Sales Activities (Continued)

lessee fails to make lease payments or otherwise defaults under the terms
of the  lease.  If  this occurs, the Company may not realize its residual
investment in the leased property.

     From  time to time,  the Company retains in its own portfolio  lease
transactions  that  meet credit standards set by the  Company.   Some  of
these  transactions  are entered into when the value  of  the  underlying
leased  property,  or  the credit profile of the  lessee,  would  not  be
acceptable  to  other financial institutions. Each of these  transactions
must meet or exceed certain profitability requirements as established, on
a  case  by  case basis, by the Company's senior management. In addition,
the  Company  invests  in lease transactions which the  Company  believes
could  be  placed at a later date with nonrecourse lenders on a lease-by-
lease basis or in a portfolio.  At June 30, 1999 and 1998, the discounted
minimum  lease payments receivable relative to leases maintained  in  the
Company's    portfolio   amounted   to   $44,043,365   and   $51,298,521,
respectively.

     In  certain  instances,  the Company will make payments to  purchase
leased property prior to the commencement of the lease and assignment  to
the   nonrecourse  debt  source.   The  disbursements  for   such   lease
transactions  in  process are generally made to facilitate  the  property
implementation  schedule  of the lessees.  The  lessee  is  contractually
obligated  to  make rental payments directly to  the Company  during  the
period that the transaction is in process,  and generally is obligated to
reimburse  the Company for all disbursements under certain circumstances.
At June 30, 1999  and 1998, the Company's investment in property acquired
for transactions  in process  amounted  to  $35,397,631  and $81,273,524,
respectively.

     In  June 1999, an  application  was filed  to obtain  permission  to
organize a national bank, with the Company as the sponsor. The organizers
of  the  bank  and  the  Company have  conducted  meetings  with  certain
regulatory agencies, but have not yet obtained approval. If permission is
granted by the applicable regulatory agencies,  it  is  anticipated  that
the bank would operate as a wholly owned subsidiary of Amplicon. In part,
the purpose of the bank would be to  provide  business  loans to fund the
purchase of capital assets that  will be leased  to corporations  located
throughout the United States that meet the credit  parameters established
by the bank.  It is anticipated that the bank would gather deposits using
electronic  means and a  centralized location  similar to  the  Company's
existing business methods.

Customers

     The Company's customers  are primarily subsidiaries and divisions of
Fortune  1000  companies and middle-market companies with credit  ratings
acceptable  to the lenders providing nonrecourse loans. The Company  does
not  believe  that  the loss of any one customer would  have  a  material
adverse effect on its operations taken as a whole.

Competition

     The  Company  competes  in the distribution and lease  financing  of
computer  systems  and  networks,  software,  and  other  equipment  with
equipment  brokers and dealers, other leasing companies, banks and  other
financial institutions and credit corporations which are affiliated  with
equipment  manufacturers, such as, IBM, Dell, Compaq and HP. The  Company
believes  that there is increased competition for new business  and  that
such  competition is heightened during periods when key vendors introduce
significant new products. Changes by the manufacturers of systems  leased
by  the  Company  with  respect  to  pricing,  maintenance  or  marketing
practices  could  materially affect the Company. In addition,  if  credit
corporations  affiliated with manufacturers become more  aggressive  with
respect to the financing terms offered, the Company's operations could be
adversely  affected. Many of the Company's competitors have substantially
greater resources, capital, and more extensive and diversified operations
than Amplicon. The Company believes the principal competitive factors  in
the industry which it serves are price, responsiveness to customer needs,
flexibility  in  structuring  lease  financing  arrangements,   financial
technical  proficiency  and  the offering  of  a  broad  range  of  lease
financing options.

                                     4
<PAGE>

                             AMPLICON, INC.

Employees

     The  Company, as of  June 30, 1999, had 155 employees, including  93
sales  managers  and account executives and 22 professionals  engaged  in
finance and credit. None of the Company's employees are represented by  a
labor  union. The Company believes that its relations with its  employees
are satisfactory.

ITEM 2. PROPERTIES

     At June 30, 1999, Amplicon occupied approximately 49,000 square feet
of  office  space  in Santa Ana, California leased from  an  unaffiliated
party.  The lease which covers the majority of the office space  provides
for  monthly rental payments which average $77,224 from July 1999 through
February 2003.

ITEM 3. LEGAL PROCEEDINGS

     The Company is sometimes named as a defendant in litigation relating
to its business operations. Management does not expect the outcome of any
existing  suit  to  have  a  material adverse  effect  on  the  Company's
financial condition or results of operations.

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

     None.

                                 PART II

ITEM  5.  MARKET  FOR  COMPANY'S COMMON EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS

     The  common  stock of  Amplicon, Inc. trades on the NASDAQ  National
Market  System under the symbol AMPI. The following high and low  closing
sale  prices  for  the periods shown reflect interdealer  prices  without
retail  markup,  markdown or commissions and may not necessarily  reflect
actual  transactions  (adjusted for the Company's  2-for-1  common  stock
split effective October 17, 1997):

                                                       High        Low
Fiscal year ended June 30, 1999

First Quarter.........................................$18.31     $12.25
Second Quarter.........................................16.25      12.75
Third Quarter..........................................16.375     10.375
Fourth Quarter.........................................15.00       8.313

Fiscal year ended June 30, 1998

First Quarter.........................................$16.25     $11.946
Second Quarter.........................................17.25      15.25
Third Quarter..........................................24.00      16.50
Fourth Quarter.........................................24.00      11.875

      The  Company  had approximately 55 stockholders of  record  and  in
excess of 500 beneficial owners as of September 10, 1999.

     After considering  the Company's profitability, liquidity and future
operating cash requirements, the Board of Directors authorized a  regular
quarterly cash dividend policy.  During the fiscal years ended  June  30,
1999,  1998  and 1997 the Company declared cash dividends totaling  $.16,
$.16 and $.10, respectively, per common share.

                                     5
<PAGE>

                                   AMPLICON, INC.


ITEM 6. SELECTED FINANCIAL DATA

     The following table sets forth selected financial data and operating
information of the Company.  Common share data has been adjusted for  the
Company's 2-for-1 common stock split effective October 17, 1997.  Certain
reclassifications have been made to the fiscal years  prior  to  1999  to
conform  with that years financial statement presentation.  The  selected
financial   data  should  be  read  in  conjunction  with  the  Financial
Statements and notes thereto and Management's Discussion and Analysis  of
Results of Operations and Financial Condition contained herein.

<TABLE>
<CAPTION>
                                           YEARS ENDED JUNE 30,
                             ------------------------------------------------
INCOME STATEMENT DATA          1999      1998      1997      1996      1995
                             --------  --------  --------  --------  --------
                                 (in thousands, except per share amounts)
<S>                          <C>       <C>       <C>       <C>       <C>
Revenues:
 Direct financing leases     $ 25,432  $ 25,609  $ 21,636  $ 17,733  $ 13,204
 Sales-type leases             20,990    21,794    17,857    20,755    18,690
 Operating  leases                951       716     1,657     1,280     2,313
                             --------  --------  --------  --------  --------
                               47,373    48,119    41,150    39,768    34,207
Sales of leased property       21,794    17,066    22,301     8,290    11,566
Interest and other income       2,004       581       637       733     1,034
                             --------  --------  --------  --------  --------
                               71,171    65,766    64,088    48,791    46,807
                             --------  --------  --------  --------  --------
Costs
 Sales-type leases              7,005     7,881     9,406     5,786     5,721
 Operating leases                  86        28       111       266       123
 Cost of leased property
  sold                         12,011     6,765     6,661     3,459     6,787
 Provision for credit
  losses                        3,076         -       852         -     1,425
                             --------  --------  --------  --------  --------
                               22,178    14,674    17,030     9,511    14,056
                             --------  --------  --------  --------  --------
Gross margin                   48,993    51,092    47,058    39,280    32,751
Selling, general &
 administrative expenses       16,854    19,237    20,825    17,554    13,513
Interest expense-other             57        86       216       246       150
                             --------  --------  --------  --------  --------
Earnings before income
 taxes                         32,082    31,769    26,017    21,480    19,088
Income taxes                   12,352    12,549    10,277     8,484     7,540
                             --------  --------  --------  --------  --------
Net earnings                 $ 19,730  $ 19,220  $ 15,740  $ 12,996  $ 11,548
                             ========  ========  ========  ========  ========

COMMON SHARE DATA

Basic earnings per share     $   1.66  $   1.63  $   1.35  $   1.11  $    .99
                             ========  ========  ========  ========  ========
Diluted earnings per share   $   1.60  $   1.55  $   1.31  $   1.09  $    .96
                             ========  ========  ========  ========  ========
Weighted average common
 shares outstanding            11,854    11,800    11,689    11,698    11,720
Diluted common shares
 outstanding                   12,299    12,368    12,021    11,894    11,986
Cash dividends per share     $    .16  $    .16  $    .10  $    .10  $    .10
                             ========  ========  ========  ========  ========

                                            AS OF JUNE 30,
BALANCE SHEET DATA             1999      1998      1997      1996      1995
                             --------  --------  --------  --------  --------
                                  (in thousands, except per share data)

Total assets                 $466,769  $505,626  $482,235  $454,205  $402,100
Note payable to bank                -         -    10,000         -         -
Nonrecourse debt              263,462   297,227   288,682   309,471   266,816
Stockholders' equity          153,493   135,945   117,754   102,665    91,364
Book value per common share  $  12.97  $  11.49  $  10.02  $   8.79  $   7.79
</TABLE>

                                     6
<PAGE>

                             AMPLICON, INC.



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

Results of Operations

General

     Amplicon generates revenues from its leasing activities, the sale of
leased property  and from interest income earned on its cash  and  liquid
investments.  Direct  financing lease revenues  include  interest  income
earned on the Company's investment in lease receivables and residuals and
gains  recognized on the sale of leases in which the Company  retains  no
significant continuing interest. Revenues from sales-type leases  consist
of  the re-lease of off-lease property ("lease extensions") and new lease
transactions that qualify as sales-type leases, generally where the  fair
value  of  the  property subject to the lease differs from the  Company's
carrying cost.  Revenues from  operating  leases  generally  involves the
short-term rental of leased property.

     The  volume of  new lease transactions booked during the year  ended
June 30, 1999 was approximately $161 million, compared to $232 million in
fiscal 1998 and $223 million during fiscal 1997. Of the new leases booked
during  the  fiscal  year  ended June 30, 1999,  approximately  64%  were
structured as "true leases" where Amplicon owns the leased asset  at  the
end  of  the term, while 36% were structured as "conditional sale leases"
where  the  lessee generally may purchase the property at a predetermined
minimum amount at the end of the term.  For true lease transactions,  the
Company books a residual which is an estimate for accounting purposes  of
the  fair  market value of the leased property at lease termination.  The
Company's  estimates are reviewed continuously to ensure  reasonableness.
However, the amounts the Company may ultimately realize could differ from
such estimated amounts.

     The Company's  operating results are subject to quarterly and annual
fluctuations resulting from a variety of factors, including the volume of
new  lease  originations, the volume and profitability from  re-marketing
leased property through re-lease or sale, variations in the mix of  lease
originations, the credit quality of our portfolio and economic conditions
in general.

    The  Company  conducts its leasing business in a manner  designed  to
minimize its credit exposures. However, the assumption of risk is  a  key
source of earnings in the leasing industry and the Company is subject  to
risks through its investment in lease transactions in process, investment
in  lease receivables held in its own portfolio and residual investments.
The  Company  establishes  reserves to cover  such  risks  and  regularly
reviews  their  adequacy  considering levels  of  non-performing  leases,
lessees'  financial condition, leased property values as well as  general
economic conditions and credit quality indicators.

Fiscal Years Ended June 30, 1999 and 1998

     REVENUES.  Total revenues for the fiscal year ended  June  30,  1999
were  $71,171,493, an increase of $5,405,268, or 8%, from the prior year.
This  change  was  primarily the result of increases in sales  of  leased
property  and interest income of $4,728,010 and $1,422,263, respectively.
The  increase in sales of leased property was primarily due to  a  higher
volume  of  lease transactions coming to end of term during  fiscal  1999
where  the  leased property was sold to the lessee or a third-party.   In
addition,  during  the  year  the  Company  terminated  one  large  lease
transaction in process, which resulted in a significant sale of  property
to  that customer.  Interest and other income for fiscal year ended  June
30,  1999  increased by $1,422,263 to $2,003,787, as compared to $581,524
in  the  prior  year,  primarily as a result of the  Company  maintaining
higher levels of  interest  bearing cash  and cash equivalents throughout
fiscal 1999.

     Leasing  revenues  declined by $744,905, or 2%, for the fiscal  year
ended June 30, 1999.  This reduction resulted from a decrease of $176,456
in  direct financing revenue to $25,432,201 and a  decrease in sales-type
lease  revenue  of  $803,588 to $20,990,135, offset  by  an  increase  in
operating lease revenue of $235,119 to $951,292.  The reduction in direct
financing revenue can be attributed to lower interest income earned  from
a  smaller  investment in lease receivables held in  our  own  portfolio,
offset    by   higher   unearned   income   recognized   from    residual

                                     7
<PAGE>

                             AMPLICON, INC.

investments  and assigned  capital leases.  The reduction  in  sales-type
lease  revenue  can  be attributed to a decrease in  revenue  from  lease
extensions,  offset  by  increased revenue from  new  lease  transactions
structured as sales-type leases.  The increase to operating lease revenue
can  be  attributed  to  an increase in the volume  of  short-term  lease
renewals.

     GROSS PROFIT.  Gross profit for the fiscal year ended June 30,  1999
decreased  by  $2,097,942, or 4%, to $48,993,759 compared to  $51,091,701
for  the  fiscal  year  ended June 30, 1998.  The principal  factors that
contributed  to  the decrease in gross profit was lower profits  realized
from  lease  extensions  and an increased provision  for  credit  losses,
offset  by higher interest income from cash investments and higher income
earned  on  sales-type leases.  The increase in the provision for  credit
losses  was  primarily  due  to an increase  in  identified  problems  on
residual investments related to assigned lease transactions, as well some
increase  in  delinquencies on leases held in  the  Company's  own  lease
portfolio.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling,  general and
administrative expenses for the fiscal year ended June 30, 1999 decreased
by  $2,383,153, or 12.4%, as compared to the prior year. This decrease is
the result of lower legal, salary and benefit expenses.

     INTEREST EXPENSE-OTHER.  Interest expense-other was $57,695 for  the
year  ended June 30, 1999 as compared to $85,733 for the year ended  June
30,  1998.  The  decrease of $28,038 was primarily the  result  of  lower
fiscal  year  1999 interest assessments made as the result of  regulatory
audits with various federal, state and local agencies.

     TAXES.  The Company's  tax rate was 38.5% and 39.5% for  the  fiscal
years  ended  June  30,  1999  and 1998, respectively,  representing  its
estimated annual tax rates for each respective year.

Fiscal Years Ended June 30, 1998 and 1997

     REVENUES.  Total  revenues for the fiscal year ended June  30,  1998
were  $65,766,225, an increase of $1,677,985, or 3%, from the prior year.
This  change was primarily the result of a $6,968,520 increase in leasing
revenues  to  $48,118,533, offset by a $5,235,335  decline  in  sales  of
leased property to $17,066,168.  The 17% increase in leasing revenues for
the  fiscal year ended June 30, 1998 resulted from an increase in  direct
financing revenue of $3,972,915 to $25,608,657, an increase in sales-type
lease  revenue  of  $3,936,250 to $21,793,723, offset by  a  decrease  of
$940,645 in operating lease revenue to $716,153.  The increase in  direct
financing  revenue  can  be attributed to increases  in  unearned  income
recognized  on  a  larger  investment in lease receivables  held  in  the
Company's own portfolio, on assigned lease transactions as well  as  from
residual  investments.  The increase in sales-type lease revenue  can  be
attributed to an increase in revenue from lease extensions. The  decrease
to  operating lease revenue can be attributed to a decrease in the volume
of short-term lease renewals.

     The decrease  in sales of leased property was primarily due to lower
revenues  recognized  from leased property sales during  fiscal  1998  as
compared  to  a record revenue recognized in fiscal 1997.   Interest  and
other income for fiscal year ended June 30, 1998 decreased by $55,200  to
$581,524,  as  compared to $636,724 in the prior  year,  primarily  as  a
result  of  the Company maintaining lower investment balances  throughout
fiscal year 1998.

     GROSS PROFIT.  Gross profit for the fiscal year ended June 30,  1998
increased  by  $4,034,044, or 9%, to $51,091,701 compared to  $47,057,657
for  the  fiscal  year ended June 30, 1997.  The principal  factors  that
contributed to the increase in gross profit were a higher recognition  of
unearned income  on direct financing leases, as described  above,  higher
profits realized from lease extensions and a decline in the provision for
credit losses, offset by lower profits from sales of leased property.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling,  general and
administrative expenses for the fiscal year ended June 30, 1998 decreased
by  $1,587,492, or 7.6%, as compared to the prior year. This decrease  is
the result of lower legal, salary and benefit expenses.

     INTEREST EXPENSE-OTHER.  Interest expense-other was $85,733 for  the
year  ended June 30, 1998 as compared to $216,182 for the year ended June
30,  1997.  The  decrease  of  $130,449  was  primarily  the  result   of

                                     8
<PAGE>

                             AMPLICON, INC.

lower  fiscal  year  1998 interest  assessments made  as  the  result  of
regulatory audits with various federal, state and local agencies.

     TAXES.  The Company's tax rate was 39.5% for the fiscal years  ended
June  30,  1998 and 1997 representing its estimated annual tax rates  for
each respective year.

Liquidity and Capital Resources

     The Company  funds its operating activities through nonrecourse debt
and  internally generated funds. Capital expenditures for leased property
purchases  are primarily  financed  by assigning certain base term  lease
payments  to  banks  or other financial institutions. The assigned  lease
payments are discounted  at  fixed rates such that the lease payments are
sufficient to fully amortize the aggregate outstanding debt.  The Company
does not purchase  property until  it has received  a noncancelable lease
from  its customer  and, generally,  has determined that the lease can be
discounted on a nonrecourse  basis.  At June 30, 1999,  the  Company  had
outstanding  nonrecourse  debt   aggregating  $263,461,800  relating   to
property  under capital leases. In the past, the Company has been able to
obtain adequate nonrecourse funding commitments, and the Company believes
it will be able to do so in the future.

     From  time to time,  the Company retains leases in its own portfolio
rather  than assigning the leases to financial institutions.  During  the
fiscal  year 1999, the Company decreased its net investment in leases  by
$7,255,156.  This  decrease  was  primarily  due  to  fewer   new   lease
transactions being held in the Company's own lease portfolio.

     The  Company  will  often make payments to purchase leased  property
prior  to the commencement of the lease and assignment to other financial
institutions.  The disbursements for such lease transactions  in  process
are generally made to facilitate the property implementation schedule  of
the  lessees.  The lessee is contractually obligated by the lease to make
rental  payments  directly  to the Company during  the  period  that  the
transaction  is in process, and the  lessee  is  generally  obligated  to
reimburse  the Company for all disbursements under certain circumstances.
At  June  30,  1999,  the Company's investment in property  acquired  for
transactions  in  process decreased by $45,875,893 to $35,397,631.   This
decrease  was primarily due to the lower volume of new lease transactions
originated  during fiscal 1999.

     The  Company   generally  funds  its equity  investments  in  leased
property and transactions in process with internally generated funds and,
if  necessary, borrowings under a $20,000,000 general line of credit.  At
June  30, 1999, the Company did not have any  borrowings  outstanding  on
this  line  of credit.

     In  November 1990  and April 1999, the Board of Directors authorized
management,  at its discretion, to repurchase up to 600,000 shares  each,
or  a  total of 1,200,000 of the Company's Common Stock.  During the year
ended  June  30,  1999,  the  Company repurchased  54,000  shares  at  an
aggregate  cost  of $712,298.  As of September 11, 1999,  667,356  shares
remain available under these authorizations.

     The need for cash used for operating activities will increase as the
Company expands.  The Company believes that existing cash balances,  cash
flow  from  operations,  cash  flows from  its  financing  and  investing
activities, available borrowings under its existing credit facility,  and
assignments  (on a nonrecourse basis) of anticipated lease payments  will
be sufficient to meet its foreseeable financing needs.

     Inflation  has not had  a significant impact upon the operations  of
the Company.

Year 2000

     The  Year 2000 issue  ("Y2K") is a problem that relates to  the  way
that  computers  store, manipulate, and interpret dates that  define  the
year  using  only  two  digits.  These systems  may  experience  problems
handling  dates beyond 1999 and therefore, could cause computer or  other
systems to fail or provide erroneous results.  Date information can exist
at  any  level  of  hardware or software from micro code  to  application
programs,  in files and databases, and might be present on any  operating
platform.

                                     9
<PAGE>

                             AMPLICON, INC.

     The  Company has  addressed this issue by implementing a program  to
assess,  remediate and mitigate the potential impact of the Y2K  problem.
The  Company  is  in  the process of systematically  addressing  the  Y2K
compliance  of its computer related hardware, major application  software
programs,  externally supplied software, and major debt sources,  vendors
and customers.

     The  Company's  computer  related  hardware  consists  primarily  of
servers and desktop computers incorporated into a local area network  and
a  telephone  switch.  The Company has completed its  assessment  of  its
internal  hardware related to the local area network and the  replacement
of  non-compliant hardware has been substantially completed.  The Company
completed  an  upgrade of its telephone switch and  related  software  to
bring it into compliance during the third quarter of fiscal 1999.

     The  Company's  major  application software programs  include  three
operating  systems,  four  database  engines,  approximately  ten  vendor
supplied  software  applications and one  internally  developed  software
application.   The Company has completed its assessment  of  these  major
software  application  programs.  Of these  applications,  all  operating
systems  and database engines are compliant, as are all but  one  of  the
software  applications.   The  Company is currently  in  the  process  of
implementing the replacement for this software application, which  should
be  completed by October 31, 1999.  The total costs of the Company's  Y2K
project are estimated to be approximately $270,000, a significant portion
of  which  would  have  been incurred within normal operating  plans  for
maintaining the Company's systems.  These costs have been funded  through
operating cash flows.

     The  Company  has  contacted its  major debt  sources,  vendors  and
customers  with regard to their Y2K compliance and has received responses
from  most.   All  of the Company's major debt sources have  advised  the
Company that they are or will be Y2K compliant by December 31, 1999.   No
vendors or customers have advised the Company that they do not expect  to
be  compliant.  However, almost all have cautioned the Company that  they
cannot  predict  if there might be a negative impact to their  operations
due to the non-compliance of an unrelated third party.  The Company is in
the  process  of  addressing  any material non-responsive  customers  and
vendors during the first half of fiscal 2000.

     Management  believes  that  the Company's internal  systems  are  in
substantial  compliance with the Y2K at this time and  that  the  Company
should  not have a material business risk as a result of this issue.   It
is  difficult,  however, to predict the effect of any  third  party  non-
readiness on our business.  Significant Y2K failures in our systems or in
the  systems  of third parties (or third parties upon whom  they  depend)
could  have  an  adverse effect on our financial results and  operations.
Potential  problems that might occur could include an increase in  credit
losses due to Y2K problems for our lessees and disruption in the business
of  our  debt sources which may  result in lease funding delays  for  the
Company.   The amount of these potential credit losses or the  degree  of
disruption  cannot be determined at this time.  The Company is  currently
finalizing  contingency plans in the event that it  does  experience  any
such disruption.

     All Year 2000  information provided herein is a "Year 2000 Readiness
Disclosure"  as  defined  in  the  Year 2000  Information  and  Readiness
Disclosure  Act  and  is subject to the terms thereof.   This  Year  2000
information  is provided pursuant to securities law requirements  and  it
may  not  be  relied  upon  as  a form of express  or  implied  covenant,
warranty, representation or guarantee of any kind.


Forward-Looking Statements

     This  document  contain forward-looking statements  concerning   our
operations,  business results and financial condition.  These  statements
involve  management  assumptions as well as risks and uncertainties  that
may be difficult to predict. Consequently, if such management assumptions
prove  to  be  incorrect or such risks or uncertainties materialize,  the
Company's  actual  results  could  differ  materially  from  the  results
forecast  or implied in those statements. Factors that could  cause  such
differences  include,  but are not limited to:  economic  conditions  and
trends; changes in interest rates; industry cycles and trends; changes in
the  market for leasing capital assets and other collateral due to market
conditions, oversupply, obsolescence or other factors; disruptions in the
capital   markets;  changes  in  laws  or  regulations,  and  competitive
conditions and trends.

                                    10
<PAGE>

                             AMPLICON, INC.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The   following   financial   statements  and   supplementary   financial
information are included herein at the pages indicated below:

                                                           Page Number

Reports of Independent Public Accountants                      12

Balance Sheets at June 30, 1999 and 1998                       13

Statements of Earnings for the years ended
 June 30, 1999, 1998 and 1997                                  14

Statements of Stockholders' Equity for the
 years ended June 30, 1999, 1998 and 1997                      15

Statements of Cash Flows for the years
 ended June 30, 1999, 1998 and 1997                            16

Notes to Financial Statements                               17-26

Financial Statement Schedule for the years
 ended June 30, 1999, 1998, and 1997
 Schedule II - Valuation and Qualifying Accounts               28

                                     11
<PAGE>

                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Stockholders and Board of Directors of Amplicon, Inc.:

In our opinion, the financial statements listed in the accompanying index
present  fairly, in  all material  respects,  the financial  position  of
Amplicon, Inc. at June  30, 1999,  and the results  of its operations and
its  cash flows for the  year ended  June  30,  1999  in  conformity with
generally accepted  accounting principles.  In addition,  in our opinion,
the financial statement schedule listed in the accompanying index present
fairly, in all material respects, the information set  forth therein when
read  in  conjunction  with  the  related  financial  statements.   These
financial   statements   and   financial  statement  schedule   are   the
responsibility  of the  Company's  management;  our  responsibility is to
express  an opinion on these financial statements and financial statement
schedule based on our audit.  We conducted our audit of these  statements
in accordance with generally accepted  auditing standards,  which require
that we plan and perform the audit to  obtain reasonable assurance  about
whether  the financial statements  are free of material misstatement.  An
audit  includes  examining,  on  a  test  basis,  evidence supporting the
amounts  and  disclosures  in the financial  statements,  assessing   the
accounting  principles   used   and   significant   estimates   made   by
management,  and evaluating the overall financial statement presentation.
We  believe that  our audit  provides  a reasonable basis for the opinion
expressed above.

Newport Beach, California                      PRICEWATERHOUSECOOPERS LLP
August 13, 1999


To the Board of Directors and Stockholders of Amplicon, Inc.:

We  have  audited  the accompanying balance sheet of  Amplicon,  Inc.  (a
California  corporation) as of June 30, 1998, and the related  statements
of earnings, stockholders' equity and cash flows for the years ended June
30, 1998 and 1997.  These financial statements are the responsibility  of
the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We  conducted  our audits in accordance with generally accepted  auditing
standards.  Those standards require that we plan and perform the audit to
obtain  reasonable assurance about whether the financial  statements  are
free  of material misstatement.  An audit includes examining, on  a  test
basis,  evidence supporting the amounts and disclosures in the  financial
statements.   An audit also includes assessing the accounting  principles
used  and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In  our  opinion,  the  financial statements referred  to  above  present
fairly,  in  all material respects, the financial position  of  Amplicon,
Inc.  as of June 30, 1998, and the results of its operations and its cash
flows  for  the  years ended June 30, 1998 and 1997, in  conformity  with
generally accepted accounting principles.

As  explained in Note 1 to the financial statements, effective January 1,
1997,  the  Company  changed its method of accounting  for  transfers  of
financial assets.

Our  audits were made for the purpose of forming an opinion on the  basic
financial statements taken as a whole.  The schedule, for the years ended
June  30,  1998 and 1997, listed in the index of financial statements  is
presented  for  purposes  of complying with the Securities  and  Exchange
Commission's  rules  and is not a required part of  the  basic  financial
statements.  This schedule has been subjected to the auditing  procedures
applied  in  our  audits of the basic financial statements  and,  in  our
opinion,  fairly  states  in all material respects,  the  financial  data
required  to  be  set  forth therein in relation to the  basic  financial
statements taken as a whole.


Irvine, California                                    ARTHUR ANDERSEN LLP
July 31, 1998

                                    12
<PAGE>

                             AMPLICON, INC.

                             BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         June 30,
                                              ----------------------------
<S>                                           <C>             <C>
ASSETS                                             1999           1998
------                                         ------------   ------------
Cash and cash equivalents (Note 1)             $ 59,337,426   $ 15,192,477
Net receivables (Note 2)                         22,784,507     17,992,343
Property  acquired for transactions
 in process (Note 1)                             35,397,631     81,273,524
Net investment in capital leases (Note 3)        84,617,350     92,632,854
Equipment on operating leases, less
 accumulated depreciation of $91,288 (1999)
 and $29,708 (1998)                                   8,537              -
Other assets                                      1,161,979      1,308,140
Discounted lease rentals assigned to
 lenders (Note 3)                               263,461,800    297,226,530
                                               ------------   ------------
                                               $466,769,230   $505,625,868
                                               ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
 Accounts payable                              $  7,159,049   $ 25,658,503
 Accrued liabilities                              5,660,610      6,819,631
 Customer deposits                                7,507,322      9,958,313
 Nonrecourse debt (Note 3)                      263,461,800    297,226,530
 Income taxes payable - including
  deferred taxes, net (Note 5)                   29,405,562     30,018,030
                                               ------------   ------------
                                                313,194,343    369,681,007
                                               ------------   ------------
Commitments and contingencies (Notes 4 & 7)

Stockholders' equity (Notes 4 & 6):
 Preferred stock; 2,500,000 shares
  authorized; none issued                                 -              -
 Common stock; $.01 par value;
  40,000,000 shares authorized;
  11,831,918 (1999) and 11,830,618 (1998)
  issued and outstanding                            118,319        118,306
 Additional paid in capital                       6,708,936      6,910,912
 Retained earnings                              146,747,632    128,915,643
                                               ------------   ------------
                                                153,574,887    135,944,861
                                               ------------   ------------
                                               $466,769,230   $505,625,868
                                               ============   ============
</TABLE>

                 The accompanying notes are an integral
                      part of these balance sheets.

                                     13
<PAGE>

                             AMPLICON, INC.

                         STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                               Years ended June 30,
                                     ---------------------------------------
                                         1999         1998          1997
                                     -----------   -----------   -----------
<S>                                  <C>           <C>           <C>
Revenues:
 Direct financing leases             $25,432,201   $25,608,657   $21,635,742
 Sales-type leases                    20,990,135    21,793,723    17,857,473
 Operating leases                        951,292       716,153     1,656,798
                                     -----------   -----------   -----------
  Leasing revenues                    47,373,628    48,118,533    41,150,013

 Sales of leased property             21,794,078    17,066,168    22,301,503
 Interest and other income             2,003,787       581,524       636,724
                                     -----------   -----------   -----------
                                      71,171,493    65,766,225    64,088,240
                                     -----------   -----------   -----------
Costs:
 Sales-type leases                     7,004,914     7,881,390     9,406,414
 Operating leases                         86,187        28,488       110,730
 Cost of leased property sold         12,010,579     6,764,646     6,661,439
 Provision for credit losses           3,076,054             -       852,000
                                     -----------   -----------   -----------

                                      22,177,734    14,674,524    17,030,583
                                     -----------   -----------   -----------
Gross profit                          48,993,759    51,091,701    47,057,657

Selling, general and
 administrative expenses              16,854,189    19,237,342    20,824,834

Interest expense-other                    57,695        85,733       216,182
                                     -----------   -----------   -----------
Earnings before income taxes          32,081,875    31,768,626    26,016,641

Income taxes                          12,352,000    12,549,000    10,277,000
                                     -----------   -----------   -----------
Net earnings                         $19,729,875   $19,219,626   $15,739,641
                                     ===========   ===========   ===========
Basic earnings per common share      $      1.66   $      1.63   $      1.35
                                     ===========   ===========   ===========
Diluted earnings per common share    $      1.60   $      1.55   $      1.31
                                     ===========   ===========   ===========
Dividends declared per common
 share outstanding                   $       .16   $       .16   $       .10
                                     ===========   ===========   ===========
Weighted average common shares
 outstanding                          11,854,441    11,800,206    11,688,980
                                     ===========   ===========   ===========
Diluted common shares outstanding     12,299,171    12,367,752    12,021,488
                                     ===========   ===========   ===========
</TABLE>

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

                                    14
<PAGE>

                             AMPLICON, INC.

                   STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                           Other
                                  Additional               compre-
                 Common Stock      paid in      Retained   hensive
               Shares   Amount     capital      earnings   income     Total
           ---------------------  ----------  ------------ ------- ------------
<S>         <C>         <C>       <C>         <C>          <C>     <C>
Balance,
June 30,
1996        11,677,918  $116,780  $5,528,897  $ 97,017,263 $1,596  $102,664,536

Shares
issued -
   Stock
   options
   exer-
   cised        84,600       846     603,860             -      -       604,706

Shares re-
purchased  (    10,000) (    100)(    81,775)            -      -   (    81,875)

Dividends
declared             -         -           - (   1,171,136)     -   ( 1,171,136)

Invest-
ment
secu-
rities
valua-
tion
adjust-
ment                  -        -           -             -  (1,596) (     1,596)

Net
earnings              -        -           -    15,739,641       -   15,739,641
             ---------- --------  ----------  ------------  ------  -----------
Balance,
June 30,
1997        11,752,518   117,526   6,050,982   111,585,768       -  117,754,276

Shares
issued -
  Stock
  options
  exer-
  cised         78,100       780     652,485             -       -     653,265

Income
  tax
  bene-
  fit
  from
  exer-
  cise
  of
  non-
  qual-
  ified
  stock
  options            -         -     207,445             -      -       207,445

Dividends
declared             -         -           - (   1,889,751)     -  (  1,889,751)

Net
earnings             -         -           -    19,219,626      -    19,219,626
            ----------  --------  ----------  ------------  -----  ------------
Balance,
June 30,
1998        11,830,618   118,306   6,910,912   128,915,643      -   135,944,861

Shares
issued -
  Stock
  options
  exer-
  cised         55,300       553     427,797             -      -       428,350

Shares re-
purchased (     54,000)(     540)(   711,758)            -      - (     712,298)

Income
tax
benefit
from
exercise
of non-
qualified
stock
options              -         -      81,985             -      -        81,985

Dividends
declared             -         -           -  (  1,897,886)     -  (  1,897,886)

Net
earnings             -         -           -    19,729,875      -    19,729,875

Balance,
June 30,
1999        11,831,918  $118,319  $6,708,936  $146,747,632  $   -  $153,574,887
            ==========  ========  ==========  ============  =====  ============
</TABLE>

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

                                    15
<PAGE>

                             AMPLICON, INC.

                        STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                             Years ended June 30,
                                 ------------------------------------------
                                     1999           1998           1997
CASH FLOWS FROM OPERATING        ------------   ------------   ------------
 ACTIVITIES:
<S>                              <C>            <C>            <C>
Net earnings                     $ 19,729,875   $ 19,219,626   $ 15,739,641
Adjustments to reconcile net
 earnings to cash flows used
 for operating activities:
 Depreciation                          85,624         28,487        110,729
 Sale or lease of equipment
  previously on operating
  leases, net                           4,005              -              -
 Interest accretion of
  estimated unguaranteed
  residual values               (   6,616,611) (   5,893,522) (   4,634,756)
 Decrease in estimated
  unguaranteed residual
  values                           14,671,334     11,639,988     10,396,836
 Provision for credit losses        3,076,054              -        852,000
 Net (decrease) increase in
  income taxes payable,
  including deferred taxes      (     530,483)     3,175,874      7,542,529
 Net (increase) decrease in
  net receivables               (   5,272,164)     2,406,381      2,795,321
 Net decrease (increase) in
  property acquired for
  transactions in process          45,875,893  (   1,463,905) (  34,030,208)
 Net (decrease) increase in
  accounts payable and
  accrued liabilities           (  19,658,475)     1,466,867     17,477,783
                                 ------------   ------------   ------------
Net cash provided by
 operating activities              51,365,052     30,579,796     16,249,875
                                 ------------   ------------   ------------

CASH FLOWS FROM INVESTING
 ACTIVITIES:
 Purchases of
  available-for-sale
  securities                                -  ( 180,997,695) ( 235,370,644)
 Proceeds from sale of
  available-for-sale
  securities                                -    180,997,695    236,551,015
 Net decrease (increase) in
  minimum lease payments
  receivable                        7,396,388  (     209,238) (  18,299,637)
 Purchase of equipment on
  operating leases              (      98,166) (      26,975) (      77,674)
 Net decrease (increase) in
  other assets                        146,161  (     119,073)       247,470
 Estimated unguaranteed
  residual values recorded
  on leases                     (  10,031,661) (  11,796,606) (  10,194,099)
                                 ------------   ------------   ------------
Net cash used for investing
 activities                     (   2,587,278) (  12,151,892) (  27,143,569)
                                 ------------   ------------   ------------
CASH FLOWS FROM FINANCING
 ACTIVITIES:
 (Payment) borrowing on note
  payable                                   -  (  10,000,000)    10,000,000
 Payments to repurchase
  common stock                  (     712,298)             -  (      81,875)
 (Decrease) increase in
  customer deposits             (   2,450,991)     2,221,099  (   1,292,398)
 Dividends to stockholders      (   1,897,886) (   1,889,751) (   1,171,136)
 Proceeds from exercise of
  stock options                       428,350        653,265        604,706
                                 ------------   ------------   ------------
Net cash (used for) provided
 by financing activities        (   4,632,825) (   9,015,387)     8,059,297
                                 ------------   ------------   ------------
NET CHANGE IN CASH AND
 CASH EQUIVALENTS                  44,144,949      9,412,517  (   2,834,397)

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD            15,192,477      5,779,960      8,614,357
                                 ------------   ------------   ------------
CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                $ 59,337,426   $ 15,192,477   $  5,779,960
                                 ============   ============   ============
SUPPLEMENTAL SCHEDULE OF
 NONCASH INVESTING AND
 FINANCING ACTIVITIES
(Decrease) increase in
 lease rentals assigned
 to lenders and related
 nonrecourse debt               ($ 33,764,730)  $  8,544,241  ($ 20,788,426)
SUPPLEMENTAL DISCLOSURES         ============   ============   ============
 OF CASH FLOW INFORMATION
Cash paid during the year for:
 Interest                        $     57,695   $     85,733   $    216,182
                                 ============   ============   ============
 Income taxes                    $ 12,882,483   $  9,373,126   $  2,734,471
                                 ============   ============   ============
</TABLE>

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

                                    16
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

                     THREE YEARS ENDED JUNE 30, 1999

Note 1 - Summary of Significant Accounting Policies:
Nature of Operations

Amplicon  leases  and  sells  computer  networks,  mid-range   computers,
computer   software,  peripherals,   workstations,     telecommunications
equipment, computer  automated design and manufacturing equipment, office
automation equipment, and other items of business  property  to customers
located throughout the United States.

New  lease  transactions  are generally structured  as  direct  financing
leases  or sales-type leases. The re-lease of property that has come  off
lease  may  be  accounted for as a sales-type lease or  as  an  operating
lease, depending on the terms of the re-lease. Leased property that comes
off lease and is remarketed through a sale to the lessee or a third party
is accounted for as sales of leased property.

Basis of Presentation

The  preparation  of  financial statements in conformity  with  generally
accepted accounting principles requires management to make estimates  and
assumptions  that affect the reported amounts of assets  and  liabilities
and  disclosure of contingent assets and liabilities at the date  of  the
financial  statements and the reported amounts of revenues  and  expenses
during  the  reporting  period. Actual results could  differ  from  those
estimates.

Cash and Cash Equivalents

For purposes of these statements, cash and cash equivalents includes cash
in banks, cash in demand deposit accounts and money market accounts.

Fair Value of Financial Instruments

The Company has estimated the fair value of its financial instruments  in
compliance  with  Statement of Financial Accounting  Standards  No.  107,
"Disclosures About Fair Value of Financial Instruments" ("SFAS No. 107").
For  cash,  the book value is a reasonable estimate of fair  value.   For
cash  equivalents, the estimated fair value is based on respective market
prices which was equal to book value for all periods presented.  The fair
value of the Company's net investment in capital leases is not a required
disclosure under SFAS No. 107.

Leases

   Capital Leases

For capital leases that qualify as direct financing leases, the aggregate
lease  payments receivable and estimated unguaranteed residual value,  if
any,   are  recorded on the balance sheet net of unearned income  as  net
investment in  capital  leases.  The  unearned  income  is  recognized as
direct  financing  revenue  over the  lease  term  on an internal rate of
return  method.  There  are  no  costs  and  expenses  related  to direct
financing leases since leasing revenue is recorded on a net basis.

For  capital  leases  that  qualify  as sales-type  leases,  the  Company
recognizes profit or loss at lease inception to the extent the fair value
of  the  property leased differs from the Company's carrying  value.  The
discounted  value of the aggregate lease payments receivable is  recorded
as sales-type lease revenue. The property cost, less the discounted value
of  the  residual, if any, and any initial direct costs are  recorded  as
sales-type lease costs.  For balance sheet purposes, the aggregate  lease
payments receivable, and estimated unguaranteed residual value,  if  any,
are  recorded  on  the  balance  sheet net  of  unearned  income  as  net
investment  in capital leases.  Unearned income is recognized  as  direct
financing  revenue  over  the lease term on an internal  rate  of  return
method.

The estimated unguaranteed residual value is an  estimate for  accounting
purposes  of  the   fair  market  value  of the  lease property at  lease
termination.   The  estimates  are   reviewed   continuously  to   ensure
reasonableness, however the amounts  the Company  may  ultimately realize
could  differ from the estimated amounts.

                                    17
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

The  Company typically assigns, on a nonrecourse basis, the minimum lease
payments  receivable to financial institutions at fixed  interest  rates.
When leases are assigned to financial institutions, without recourse, the
discounted   value   of   the  minimum  lease  payments   receivable   is
recategorized  on the balance sheet as discounted lease rentals  assigned
to lenders. The related obligations resulting from the discounting of the
leases  are recorded as nonrecourse debt. The unearned income related  to
the  lease is reduced by the interest expense from the nonrecourse  debt.
In  the event of default by a lessee, the lender has a first lien against
the  underlying  leased  property with no further  recourse  against  the
Company.   If  this  occurs,  the Company may not  realize  its  residual
investment in the leased property.

Effective January 1, 1997, the Company has adopted Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing  of
Financial  Assets and Extinguishments of Liabilities" ("SFAS  No.  125").
Under  the  requirements  set forth in SFAS  No.  125,  the  Company  has
accounted  for qualifying transfers of financial assets occurring  on  or
after January 1, 1997 by derecognizing all assets sold.  The Company  has
recorded   the  gain  on  sale  as  part  of  direct  financing  revenue.
Qualifying  transfers  which  occurred prior  to  January  1,  1997  were
precluded from adoption of SFAS No. 125 and the discounted value  of  the
minimum  lease  payments  receivable have been recognized  as  discounted
lease rentals assigned to lenders.

A  portion  of  the  Company's selling, general and administrative  costs
directly  related to originating direct financing lease  transactions  is
deferred  as  an increase to direct financing revenue and amortized  over
the  lease term as a reduction to direct financing revenue utilizing  the
effective interest method.

   Operating Leases

Lease  contracts  which do not meet the criteria of  capital  leases  are
accounted  for  as  operating leases. Property  on  operating  leases  is
recorded at cost and depreciated on a straight-line basis over the  lease
term  to  the estimated residual value at the termination of  the  lease.
Rental  income  is recorded monthly or quarterly when due. Selling  costs
directly  associated with the operating leases are deferred and amortized
over the lease term.

Provision for Credit Losses

The  reserve  for  doubtful  accounts and  residual  valuation  allowance
("provision  for credit losses") is  periodically reviewed  for  adequacy
considering levels of past due leases and nonperforming assets,  lessees'
financial  condition, leased property values as well as general  economic
conditions and credit quality indicators. The provision for credit losses
is  intended  to  provide for future events, which by  their  nature  are
uncertain.  Therefore,  changes in economic conditions  or  other  events
affecting  specific  lessees or industries may necessitate  additions  or
deductions to the reserve for doubtful accounts or the residual valuation
allowance.

Property Acquired for Transactions in Process

Property  acquired  for  transactions  in  process  primarily  represents
partial  deliveries  of property which the lessee  has  accepted  on  in-
process lease transactions.  Such amounts are stated at cost.

Common Stock

On September 12, 1997,  the  Company's  Board of Directors  announced  a
2-for-1  Common Stock  split  to  be  effected  on  October 17, 1997, to
stockholders  of  record  as  of  September  26,  1997.  These financial
statements have been adjusted to reflect this stock split.

                                    18
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

Earnings Per Share

Effective  December 31, 1997 the Company adopted Statement  of  Financial
Accounting Standard No. 128 "Earnings per Share" ("SFAS No. 128").   SFAS
No.  128  requires the presentation of both basic and diluted net  income
per  share for financial statement purposes.  Basic net income per  share
is  computed by dividing income available to common stockholders  by  the
weighted average number of common shares outstanding.  Diluted net income
per  share  includes  the  effect  of the potential  shares  outstanding,
including  dilutive stock options, using the treasury stock method.   The
following  table reconciles the components of the basic  net  income  per
share calculation to diluted net income per share.

<TABLE>
<CAPTION>
                                              Years ended June 30,
                                   -----------------------------------------
                                      1999           1998           1997
                                   -----------    -----------    -----------
<S>                                <C>            <C>            <C>
Net earnings                       $19,729,875    $19,219,626    $15,739,641
                                   ===========    ===========    ===========
Weighted average number of
 common shares outstanding
 assuming no exercise of
 outstanding options                11,854,441     11,800,206     11,688,980

Dilutive stock options using
 the treasury stock method             444,730        567,546        332,508
                                   -----------    -----------    -----------
                                    12,299,171     12,367,752     12,021,488
                                   ===========    ===========    ===========
Basic earnings per common share    $      1.66    $      1.63    $      1.35
                                   ===========    ===========    ===========
Diluted earnings per share         $      1.60    $      1.55    $      1.31
                                   ===========    ===========    ===========
</TABLE>

Reclassifications

In fiscal 1999, the Company changed its presentation of reporting revenue
and  cost  of sales on  certain  capital leases.  Historically,  for  all
capital leases, the Company recorded the discounted present value  of the
aggregate lease rentals as sales of equipment and the lease property cost
less the discounted value of the residual,  if any, as cost  of equipment
sold.  The new presentation had no  impact on either  gross profit or net
income.  Total revenues  as previously  presented in  1998 and 1997, were
$313,789,037  and  $299,890,478,  respectively.  Total cost  of  sales as
previously presented in 1998 and 1997 were $262,697,336 and $252,832,821,
respectively.

Certain  reclassifications have been made to the  fiscal  1998  and  1997
financial statements to conform with the presentation of the fiscal  1999
financial statements.

Note 2 - Receivables:

The Company's net receivables consist of the following:

<TABLE>
<CAPTION>
                                                       June 30,
                                             ---------------------------
                                                1999             1998
                                             -----------     -----------
    <S>                                      <C>             <C>
    Financial institutions                   $12,665,586     $ 4,955,428
    Lessees                                   10,796,391      13,084,013
    Other                                        493,425         791,759
                                             -----------     -----------
                                              23,955,402      18,831,200

    Less allowance for doubtful accounts     ( 1,170,895)    (   838,857)
                                             -----------     -----------
    Net receivables                          $22,784,507     $17,992,343
                                             ===========     ===========
</TABLE>

                                    19
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

Note 3 - Capital Leases:

The Company's net investment in capital leases consists of the following:

<TABLE>
<CAPTION>
                                                         June 30,
                                               ----------------------------
                                                   1999            1998
                                               ------------    ------------
    <S>                                        <C>             <C>
    Minimum lease payments receivable,
     less allowance for doubtful
     accounts of $1,487,236 in 1999
     and $856,585 in 1998                      $ 51,406,881    $ 60,842,988
    Estimated unguaranteed residual
     value, less valuation allowance
     of $2,816,276 in 1999 and
     $1,273,793 in 1998                          52,111,083      54,519,202
                                               ------------    ------------
                                                103,517,964     115,362,190

    Less unearned income                       ( 18,900,614)   ( 22,729,336)
                                               ------------    ------------
    Net investment in capital leases           $ 84,617,350    $ 92,632,854
                                               ============    ============
</TABLE>

The minimum lease payments receivable and estimated unguaranteed residual
value are discounted using the internal rate of return method related  to
each  specific  capital lease.  Unearned income includes  the  offset  of
initial  direct costs of $9,171,547 and $9,878,696 at June 30,  1999  and
1998, respectively.

At  June  30,  1999, a summary of the installments due on  minimum  lease
payments  receivable and the expected maturity of the Company's estimated
unguaranteed residual value, net of allowances, is as follows:

<TABLE>
<CAPTION>
                                                    Estimated
                                       Minimum     unguaranteed
  Years ending                      lease payments   residual
    June 30,                          receivable       value         Total
  ------------                        -----------   -----------  ------------
      <S>                             <C>           <C>          <C>
      2000                            $29,427,145   $19,510,850  $ 48,937,995
      2001                             11,494,945    16,267,424    27,762,369
      2002                              4,915,614    10,633,240    15,548,854
      2003                              3,672,041     3,065,498     6,737,539
      2004                              1,861,142     2,520,865     4,382,007
   Thereafter                              35,994       113,206       149,200
                                      -----------   -----------  ------------
                                       51,406,881    52,111,083   103,517,964

   Less unearned income               ( 6,296,945)  (12,603,669) ( 18,900,614)
                                      -----------   -----------  ------------
   Net investment in capital leases   $45,109,936   $39,507,414  $ 84,617,350
                                      ===========   ===========  ============
</TABLE>

Included  with  unearned  income  on  the estimated unguaranteed residual
value is unearned income from assigned leases.

                                    20
<PAGE>

                              AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

Nonrecourse  debt,  which  relates to the discounting  of  capital  lease
receivables,  bears  interest  at rates ranging  from  5.80%  to  15.60%.
Maturities of such obligations at June 30, 1999 are as follows:

<TABLE>
<CAPTION>
       Years ending                                     Capital
         June 30,                                       leases
       ------------                                  ------------
           <S>                                       <C>
           2000                                      $117,104,877
           2001                                        75,194,155
           2002                                        30,360,827
           2003                                        12,570,331
           2004                                         4,233,188
        Thereafter                                        112,550
                                                     ------------
Total nonrecourse debt                                239,575,928
Deferred interest income                               23,885,872
                                                     ------------
Discounted lease rentals assigned to lenders         $263,461,800
                                                     ============
</TABLE>

At  June  30, 1999, deferred interest expense of $23,885,872 is amortized
against  direct  financing revenues related to the  Company's  discounted
lease  rentals  assigned to lenders of $263,461,800 using  the  effective
yield method.


Note 4 - Note Payable to Bank:

In  December 1997, the Company negotiated a $20,000,000 general  business
loan  agreement  (the  "Agreement") with a  Bank.  The  Agreement,  which
provides  for  borrowings  at the Bank's reference  rate  or  the  Bank's
Offshore  rate plus 1.00%, allows for advances through December 31,  1999
with rollover provisions to a term note, provided certain conditions  are
met  by the Company. The term note is to be secured by certain qualifying
leases and is to bear interest at the Bank's reference rate plus .25%  or
the Bank's Offshore rate plus 1.75%. The term note requires repayment  in
three  equal  quarterly  installments of one eighth  of  the  outstanding
balance  at the expiration date, commencing April 1, 2000, and one  final
payment on December 31, 2000, for the remaining balance.

The Agreement is unsecured and excludes any arrangements for compensating
balances;  however,  the  Bank requires a commitment  fee  on  the  daily
average  unused  amount of the Bank's $20,000,000 commitment.  Under  the
provisions of the Agreement, the Company must maintain certain net  worth
requirements,  a defined debt to net worth ratio and a defined  ratio  of
certain assets to defined debt.  As of June 30, 1999 and 1998, there  was
no borrowing outstanding on this Agreement.

                                    21
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

Note 5 - Income Taxes:

The  Company  accounts for its income taxes under Statement of  Financial
Accounting Standards No. 109, "Accounting for Income Taxes."  Among other
provisions, this standard requires deferred tax balances to be determined
using  the enacted income tax rate for the years in which taxes  will  be
paid  or refunds received.  From time to time, the Company is audited  by
various  governmental taxing authorities.  The Company believes that  its
accrual  for income taxes is adequate for adjustments, if any, which  may
result from these examinations.

     The provision for income taxes is summarized as follows:

<TABLE>
<CAPTION>
                                             Years ended June 30,
                                  -----------------------------------------
                                      1999          1998           1997
                                  -----------    -----------    -----------
     <S>                          <C>            <C>            <C>
     Current tax expense:
      Federal                     $ 7,999,798    $ 7,697,441    $ 5,407,310
      State                         2,075,000      2,200,000      1,500,000
                                  -----------    -----------    -----------
                                   10,074,798      9,897,441      6,907,310
                                  -----------    -----------    -----------
     Deferred tax expense:
      Federal                       1,808,191      2,620,156      3,177,690
      State                           469,011         31,403        192,000
                                  -----------    -----------    -----------
                                    2,277,202      2,651,559      3,369,690
                                  -----------    -----------    -----------
                                  $12,352,000    $12,549,000    $10,277,000
                                  ===========    ===========    ===========
</TABLE>

Deferred  taxes  result principally from the method  of  recording  lease
income  on  capital  leases and depreciation methods for  tax  reporting,
which differ from financial statement reporting.

Deferred income tax liabilities (assets) are comprised of the following:

<TABLE>
<CAPTION>
                                                      June 30,
                                            ----------------------------
                                               1999             1998
                                            -----------      -----------
     <S>                                    <C>              <C>
     Deferred income tax liabilities:
      Tax operating leases                  $32,747,022      $33,353,407
      Deferred  selling expenses              3,760,334        4,050,265
      Payments due                                    -        1,315,834
                                            -----------      -----------
           Total liabilities                 36,507,356       38,719,506
                                            -----------      -----------
     Deferred income tax assets:
       Refunds due                          ( 1,137,000)               -
       Allowances and reserves              ( 3,025,280)     ( 3,968,978)
       Minimum tax credits/carryforwards    ( 1,750,000)     ( 3,537,117)
       Depreciation other than on
        operating leases                    (   463,264)     (   425,381)
       State income taxes                   (   726,250)     (   770,000)
                                            -----------      -----------
           Total assets                     ( 7,101,794)     ( 8,701,476)
                                            -----------      -----------
     Net deferred income tax
      liabilities                           $29,405,562      $30,018,030
                                            ===========      ===========
</TABLE>

The  sources of differences between the federal statutory income tax rate
and the Company's effective tax rate are as follows:

<TABLE>
<CAPTION>
                                                 Years  ended June 30,
                                               ------------------------
                                                1999     1998     1997
                                                ----     ----     ----
     <S>                                        <C>      <C>      <C>
     Federal statutory rate                     35.0%    35.0%    35.0%
     State tax, net of federal benefit           4.6      4.6      4.8
     Other                                     ( 1.1)   (  .1)   (  .3)
                                               -----    -----    -----
         Effective rate                         38.5%    39.5%    39.5%
                                               =====    =====    =====
</TABLE>

                                    22
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

Note 6 - Capital Structure:

In  September 1986, the Board of Directors and stockholders  approved  an
increase  in  the  number  of  authorized  shares  of  Common  Stock   to
40,000,000.  The  Board of Directors and stockholders further  authorized
the  issuance of 2,500,000 shares of preferred stock, from time to  time,
in  one  or  more  series  and  to fix the voting  powers,  designations,
preferences and the relative participating, optional or other rights,  if
any, of any wholly unissued series of preferred stock.

In  August 1985, the Company's stockholders approved a Stock Option  Plan
(the  "1985 Plan"), which, as amended, provided that stock options  would
be  granted to officers, employees, consultants and other persons who had
made  major  contributions  toward the  growth  and  development  of  the
Company.  Stock  options  that were granted  entitled  the  recipient  to
purchase  shares  of the Company's common stock at prices  greater  than,
equal to or less than the estimated fair market value at the date of  the
grant. Under the 1985 Plan, stock options become exercisable over a three
or five year period, commencing with the first anniversary of the date of
the  grant, and expire ten years from the date of the grant. The  Company
had reserved 1,300,000 shares of common stock for issuance under the 1985
Plan.  No further grants will be made under the 1985 Plan.

In  November  1995, the Company's stockholders approved the  1995  Equity
Participation Plan (the "1995 Plan") which succeeds the 1985  Plan.   The
1995  Plan  provides  for the granting of options, restricted  stock  and
stock  appreciation  rights  ("SARs") to  key  employees,  directors  and
consultants  of the Company. Under the 1995 Plan, the maximum  number  of
shares of Common Stock that may be issued upon the exercise of options or
SARs,  or upon the vesting of restricted stock awards, is 1,000,000.  The
maximum  number of available shares of Common Stock will increase  by  an
amount  equal to 1% of the total number of issued and outstanding  shares
of  Common  Stock as of June 30 of the fiscal year immediately  preceding
such fiscal year. Each grant or issuance under the 1995 Plan will be  set
forth  in  a separate agreement and will indicate, as determined  by  the
stock option committee, the type, terms, vesting period and conditions of
the award.

The  following table summarizes the activity in the 1985 and  1995  Plans
for the periods indicated:

<TABLE>
<CAPTION>
                                       For the years ended June 30,
                    ----------------------------------------------------------
                            1999                1998                1997
                    --------------------- -----------------  -----------------
                                Weighted           Weighted           Weighted
                                average            average            average
                                exercise           exercise           exercise
                      Shares     price    Shares    price     Shares    price
                    ----------  --------  ------   --------   ------   --------
<S>                 <C>          <C>     <C>        <C>     <C>        <C>
Options
outstanding at
the beginning of
the year               938,350   $ 7.49   993,900   $ 6.97   969,700   $6.61

Granted                195,250    14.19    64,750    17.18   182,000    9.61
Exercised           (   55,300)    7.75  ( 78,100)    8.36  ( 84,600)   7.14
Canceled            (   62,700)   14.27  ( 42,200)    8.26  ( 73,200)   8.57
                    ----------   ------  --------   ------  --------   -----
Options
outstanding at
the end of
the year             1,015,600   $ 8.35   938,350   $ 7.49   993,900   $6.97
                    ==========   ======  ========   ======  ========   =====
Options
exercisable            688,750            656,466            631,832
                    ==========           ========           ========
Weighted
average
fair value
of options
granted             $     5.95           $   6.07           $   3.41
                    ==========           ========           ========
</TABLE>

                                    23
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                 For the years ended June 30, 1999
                      ------------------------------------------------------
                            Options outstanding         Options exercisable
                      --------------------------------  --------------------
                                  Weighted
                                   average
                                  remaining   Weighted              Weighted
                                 contractual  average               average
      Range of          Number      life      exercise    Number    exercise
   exercise prices    outstanding (in years)    price   exercisable  price
  ------------------  ----------- ----------  --------- ----------- --------
  <S>                 <C>            <C>       <C>        <C>        <C>
  $ 3.50  -  $ 3.50     309,000      1.21      $ 3.50     309,000    $ 3.50
    6.00       7.875    264,566      4.37        7.42     202,566      7.28
    8.00  -   10.50     159,934      4.82        9.53     144,534      9.65
   11.375 -   17.75     282,100      8.86       13.86      32,650     12.57
  -----------------   ---------      ----      ------     -------    ------
  $ 3.50  -  $17.75   1,015,600      4.73      $ 8.35     688,750      6.33
  =================   =========      ====      ======     =======    ======
</TABLE>

The   Company  accounts  for  these  Plans  under  APB  Opinion  No.  25,
"Accounting  for Stocks Issued to Employees," under which no compensation
cost  has  been recognized.  Had compensation cost for these  plans  been
determined  consistent with Statement of Financial  Accounting  Standards
No.  123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), the
Company's  net income and earnings per share would have been  reduced  to
the following proforma amounts:

<TABLE>
<CAPTION>
                                      For the year ended June 30,
                                 1999            1998            1997
                              -------------------------------------------
<S>                           <C>             <C>             <C>
Net earnings                  $19,729,875     $19,219,626     $15,739,641
Proforma compensation cost    (   166,955)    (    48,266)    (    27,392)
                              -----------     -----------     -----------
Proforma net earnings         $19,562,920     $19,171,360     $15,712,249
                              ===========     ===========     ===========
Proforma Basic EPS            $      1.65     $      1.66     $      1.34
                              ===========     ===========     ===========
Proforma Diluted EPS          $      1.59     $      1.55     $      1.31
                              ===========     ===========     ===========
</TABLE>

Since  the  FASB  No. 123 method of accounting has not  been  applied  to
options   granted   prior  to  July  1,  1995,  the  resulting   proforma
compensation cost may not be indicative of that to be expected in  future
periods.

The  fair  value of each grant is estimated on the grant date  using  the
Black-Scholes  option  pricing model with the following  weighted-average
assumptions used for grants in 1999 and 1998.

<TABLE>
<CAPTION>

                       For the year ended June 30,
                            1999         1998
                       ---------------------------
<S>                        <C>          <C>
Risk free
 interest rate              5.88%        5.47%
Option life
 (in years)                    5            5
Dividend yield              1.00%        1.00%
Volatility                 42.23%       33.29%

</TABLE>

                                    24
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

Note 7 - Commitments and Contingencies:

Leases

The  Company  leases its corporate offices under operating  leases  which
expire  in  fiscal  2002  and  2003. Rent expense  was  $995,075  (1999),
$774,165 (1998) and $604,559 (1997).

Future minimum lease payments under the operating leases are as follows:

<TABLE>
<CAPTION>
          Years ending                          Future minimum
            June 30,                            lease payments
          ------------                          --------------
              <S>                                 <C>
              2000                                $  880,642
              2001                                   903,966
              2002                                 1,100,120
              2003                                   691,764
                                                  ----------
                                                  $3,576,492
                                                  ==========
</TABLE>

Litigation

The  Company  is  party  to  various  legal  actions  and  administrative
proceedings  and subject to various claims arising out of  the  Company's
normal  business activities.  Management does not expect the  outcome  of
any  of  these  matters, individually and in the  aggregate,  to  have  a
material  adverse  effect  on  the financial  condition  and  results  of
operations of the Company.

401(k) Plan

Employees  of  the  Company  may  participate  in  a  voluntary   defined
contribution plan (the "401K Plan") qualified under Section 401(k) of the
Internal  Revenue Code of 1986. Under the 401K Plan, employees  who  have
met  certain age and service requirements may contribute up to a  certain
percentage  of  their compensation.  The Company has  made  contributions
during  the  years  ended  June 30, 1999, 1998,  and  1997  of  $105,379,
$107,172 and $131,573, respectively.

Note 8- Selected Quarterly Financial Data (Unaudited):

Summarized quarterly financial data for the fiscal years ended  June  30,
1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                       Three  months ended
                      ----------------------------------------------------
                      September 30,  December 31,   March 31,     June 30,
                      -------------  ------------   ---------     --------
                           (In  thousands, except  per  share amounts)

     1999
     ----
<S>                      <C>           <C>           <C>           <C>
Total revenues           $14,967       $19,775       $16,868       $19,561
Gross profit              12,171        12,743        11,928        12,152
Net earnings             $ 4,574       $ 5,291       $ 4,753       $ 5,112

Basic earnings per
 common share            $   .38       $   .44       $   .41       $   .43
Diluted earnings per
 common share            $   .37       $   .42       $   .39       $   .42

Dividends declared per
 common share            $   .04       $   .04       $   .04       $   .04

</TABLE>

                                    25
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                       Three  months ended
                      ----------------------------------------------------
                      September 30,  December 31,   March 31,     June 30,
                      -------------  ------------   ---------     --------
                          (In  thousands, except  per  share amounts)

     1998
     ----
<S>                      <C>           <C>           <C>           <C>
Total revenues           $14,933       $18,277       $16,014       $16,542
Gross profit              11,153        13,109        13,010        13,820
Net earnings             $ 3,965       $ 5,001       $ 4,809       $ 5,445

Basic earnings per
 common share            $   .34       $   .42       $   .41       $   .46
Diluted earnings per
 common share            $   .32       $   .40       $   .39       $   .44

Dividends declared
 per common share        $   .04       $   .04       $   .04       $   .04

</TABLE>

                                    26
<PAGE>

                             AMPLICON, INC.

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

Change  in  Registrant's Certifying Accountant (incorporated by reference
to Item 5 to the Registrant's September 30, 1998 Form 10Q).

                                PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this item is incorporated herein by reference
to  the  Company's definitive proxy statement to be filed not later  than
October 28, 1999 with the Securities and Exchange Commission pursuant  to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference
to  the  Company's definitive proxy statement to be filed not later  than
October 28, 1999, with the Securities and Exchange Commission pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item is incorporated herein by reference
to  the  Company's definitive proxy statement to be filed not later  than
October 28, 1999 with the Securities and Exchange Commission pursuant  to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated herein by reference
to  the  Company's definitive proxy statement to be filed not later  than
October 28, 1999 with the Securities and Exchange Commission pursuant  to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

                                 PART IV

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

(a)  List of documents filed as part of this Report

     (1) Financial Statements
           All  financial statements of the Registrant as set forth under
           Part II
           Item 8 of this report on Form 10-K

     (2) Financial Statement Schedules:

     Schedule Number              Description                     Page Number
     ---------------              -----------                     -----------
          II.           Valuation and Qualifying Accounts              28

All  other  schedules  are omitted because of the absence  of  conditions
under  which  they  are  required  or because  all  material  information
required to be reported is included in the financial statements and notes
thereto.

     (3) Exhibits:
          See Index to Exhibits filed as part of this Form 10-K     29-32

(b)  Reports on Form 8-K
     There were no reports on Form 8-K filed during the fourth quarter of
     fiscal 1999.

                                    27
<PAGE>

                              AMPLICON, INC.

                               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.

                             AMPLICON, INC.

     By   S. Leslie Jewett/s/              Date: September 27,1999
          -------------------
          S. Leslie Jewett

                            POWER OF ATTORNEY

Each  person  whose  signature  appears  below  hereby authorizes each of
Patrick E. Paddon, S. Leslie Jewett and Glen T. Tsuma as attorney-in-fact
to sign on his behalf, individually in each capacity stated below, and to
file  all  amendments  and/or  supplements  to  this   Annual  Report  on
Form 10-K.

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 in the capacities and on the dates indicated.

      Signature                     Title                        Date
--------------------    --------------------------------   ------------------
Patrick E. Paddon/s/    President, Chief Executive         September 27, 1999
--------------------
Patrick E. Paddon        Officer and Director

Glen T. Tsuma/s/        Vice President, Treasurer, Chief   September 27, 1999
----------------
Glen T. Tsuma            Operating Officer and Director

S. Leslie Jewett/s/     Chief Financial Officer            September 27, 1999
-------------------
S. Leslie Jewett

Michael H. Lowry/s/     Director                           September 27, 1999
-------------------
Michael H. Lowry

Harris  Ravine/s/       Director                           September 26, 1999
-----------------
Harris Ravine

                                    28
<PAGE>

                             AMPLICON, INC.

             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                     Additions
                       Balance       charged to     Accounts      Balance
                      beginning      costs and      written      at end of
Classifications       of period      expenses         off          period
---------------       ---------      ----------     ---------    ---------
Year ended
 June 30, 1997:
---------------
<S>                   <C>            <C>            <C>          <C>
Allowance for
 doubtful accounts    $1,695,442     $        -     $      -     $1,695,442
Allowance for
 valuation of
 unguaranteed
 residual value       $  542,274     $  852,000     $      -     $1,394,274

Year ended
 June 30, 1998:
---------------
Allowance for
 doubtful accounts    $1,695,442     $        -     $      -     $1,695,442
Allowance for
 valuation of
 unguaranteed
 residual value       $1,394,274     $        -     $120,481     $1,273,793

Year ended
 June 30, 1999:
---------------
Allowance for
 doubtful accounts    $1,695,442     $1,300,000     $337,311     $2,658,131
Allowance for
 valuation of
 unguaranteed
 residual value       $1,273,793     $1,776,054     $233,571     $2,816,276

</TABLE>

Note:  The  allowance for doubtful accounts includes balances related  to
receivables and capital leases described in Notes 2 and 3 of the Notes to
Financial Statements.

                                    29
<PAGE>

                             AMPLICON, INC.

                            INDEX TO EXHIBITS

Exhibit No.              Description of Exhibit                     Page No.
----------------------------------------------------------------------------
  3.1          Articles of Incorporation of the Company
               (incorporated by reference to Exhibit 3.1 to
               Registrant's Registration Statement on Form S-1
               File No. 33-9094 (the "Registration Statement on
               Form S-1"))

  3.2          Certificate of Amendment of Articles of
               Incorporation of the Company, filed April 15, 1988
               (incorporated by reference to Exhibit 3.2 to
               Registrant's 1988 Form 10-K)

  3.3          Bylaws of the Company (incorporated by reference
               to Exhibit 3.3 to the Registration
               Statement on Form S-1)

  3.4          Amendment and Restatement of Article VI of the
               Bylaws of the Company (incorporated by reference
               to Exhibit 3.4 to Registrant's 1988 Form 10-K)

 10.1          1984 Stock Option Plan, as amended to date
               (incorporated by reference to Exhibit 10.1 to
               Registrant's Statement on Form S-8 File No. 33-27283)

 10.2          Master Agreement for Lease Arrangement Transactions,
               dated as of October 14, 1985, between the Company
               and Chrysler Financial Corporation (incorporated
               by reference to Exhibit 10.4 to the Registration
               Statement on Form S-1)

 10.3          Master Loan Agreement, dated as of July 18, 1986,
               between the Company and General Electric Credit
               Corporation (incorporated by reference to Exhibit
               10.5 to the Registration Statement on Form S-1)

 10.4          Master Agreement for Rental Payment Purchase
               Transactions, dated as of July 8, 1982, between the
               Company and Wells Fargo Bank, N.A. (incorporated
               by reference to Exhibit 10.6 to the Registration
               Statement on Form S-1)

 10.5          Form of Assignment of Lease - Without Recourse
               between  the Company and The CIT
               Group/Equipment Financing, Inc. (incorporated by
               reference to Exhibit 10.10 to the Registration
               Statement on Form S-1)

 10.6          Form of Assignment of Lease - Without Recourse
               between the Company and Circle Business Credit, Inc.
               (incorporated by reference to Exhibit 10.11 to the
               Registration Statement on Form S-1)

                                    30
<PAGE>

                             AMPLICON, INC.

                            INDEX TO EXHIBITS

Exhibit No.              Description of Exhibit                     Page No.
----------------------------------------------------------------------------
 10.7          Master Agreement for Rental Payment Purchase
               Transactions, dated as of February 27, 1990,
               between the Company and Security Pacific
               Credit Corporation (incorporated by reference
               to Exhibit 10.7 to the Registrant's 1990
               Form 10-K)

 10.8          Credit Agreement, dated as of April 13, 1990
               (the "Credit Agreement"), between the Company
               and Security Pacific National Bank (now Bank of
               America National Trust and Savings Association,
               and together with Security Pacific National Bank,
               "Bank of America") (incorporated by reference to
               Exhibit 10.8 to the Registrant's 1990 Form 10-K)

 10.9          First Amendment to the Credit Agreement, dated
               November 19, 1990, between the Company and Bank
               of America (incorporated by reference to Exhibit 10.9
               to the Registrant's 1991 Form 10-K)

 10.10         Second Amendment to the Credit Agreement, dated
               December 17, 1991, between the Company and Bank
               of America (incorporated by reference to Exhibit 10.10
               to the Registrant's 1992 Form 10-K)

 10.11         Third Amendment to the Credit Agreement, dated
               February 25, 1992, between the Company and Bank
               of America (incorporated by reference to Exhibit 10.11
               to the Registrant's 1992 Form 10-K)

 10.12         Fourth Amendment to the Credit Agreement, dated
               April 27, 1992, between the Company and Bank
               of America (incorporated by reference to Exhibit 10.12
               to the Registrant's 1992 Form 10-K)

 10.13         Sublease Agreement and Amendment No. 1, dated October 31,
               1990 and November 28, 1990, respectively,  between the
               Company and Griffin Financial Services (incorporated by
               reference to Exhibit 10.13 to the Registrant's 1992
               Form 10-K)

 10.14         Fifth Amendment to the Credit Agreement, dated
               June 28, 1993, between the Company and Bank of America
               (incorporated by reference to Exhibit 10.14 to the
               Registrant's 1993 Form 10-K)

 10.15         Business Loan Agreement, dated as of August 12, 1993,
               between the Company and Bank of America (incorporated
               by  reference  to  Exhibit  10.15  to  the Registrant's
               1993 Form 10-K)

                                   31
<PAGE>

                             AMPLICON, INC.

                            INDEX TO EXHIBITS

Exhibit No.              Description of Exhibit                     Page No.
----------------------------------------------------------------------------
 10.16         Security Agreement dated as of December 23, 1993
               and all amendments C, D, & E, dated April 19, 1994,
               July 18, 1994 and August 30, 1994, respectively
               between the Company and The CIT Group/Equipment
               Financing, Inc. (incorporated by reference to
               Exhibit 10.16 to the Registrant's 1994 Form 10-K).

 10.17         Amendment One to Business Loan Agreement, dated as
               of December 16, 1994, between the Company and Bank of
               America (incorporated by reference to Exhibit 10.17
               to the Registrant's 1995 Form 10-K).

 10.18         Amendment Two to Business Loan Agreement, dated as of
               January 23, 1996, between the Company and Bank of
               America (incorporated  by reference to Exhibit 10.18
               to the Registrant's December  31, 1995 Form 10-Q).

 10.19         Business Loan Agreement dated as of December 23, 1997
               between the Company and Bank of America (incorporated
               by reference to Exhibit 10.19 to the Registrant's
               December 31, 1997 Form 10-Q).

 10.20         Office Lease dated September 17, 1997,  between  the
               Company and GT Partners (incorporated by reference to
               Exhibit 10.20 to the Registrant's March 31, 1998
               Form 10-Q).

                                    32

<PAGE>