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, 1997

[    ]   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 12, 1997 was $60,125,324.

   Number of shares outstanding as of September 12, 1997:
                   Common Stock 5,890,359.
                                     
                    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.


                     Total Number of Pages ___________

<PAGE>
                                     
                              AMPLICON, INC.
                                     
                             TABLE OF CONTENTS
                                     

PART I                                                               PAGE

Item 1.  Business                                                      2

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

Item 6.  Selected Financial Data                                       6

Item 7.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations                   7-9

Item 8.  Financial Statements and Supplementary Data               10-25

Item 9.  Changes in and Disagreements With Accountants
               on Accounting and Financial Disclosure                 26

PART III

Item 10. Directors and Executive Officers of the Registrant           26

Item 11. Executive Compensation                                       26

Item 12. Security Ownership of Certain Beneficial Owners
               and Management                                         26

Item 13. Certain Relationships and Related Transactions               26

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   mid-range  computers, peripherals,
workstations,  personal  computer networks, telecommunications  equipment,
computer  automated design and manufacturing equipment, office  automation
equipment,  computer  software 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.

      Mid-Range  Computers and Computer Networks. The Company concentrates
on  the  market for mid-range computers and computer networks  since  this
market is particularly receptive to leasing services. A growing portion 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"),  Digital  Equipment
Corporation ("DEC"), and Hewlett-Packard Co. ("HP").  Vendors of  computer
network  products include IBM, DEC and HP, as well as Samsung  Electronics
Co., Compaq Computer Corporation, Dell Computer Corporation, Gateway 2000,
Inc.,   among  many  others,  and  software  vendors  such  as   Microsoft
Corporation and Novell, Inc.

     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
consists   primarily  of  digital  private  branch  equipment,   switching
equipment  and  voice mail systems manufactured by AT&T Corporation,  Rolm
Corporation  and ITT Corporation, 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  testing
equipment,  copying  equipment,  retail  point-of-sale  systems  and  bank
automatic teller machines.

      Production  Equipment and Other Personal Property.  The  Company  is
leasing  an  increasing  amount of 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)

     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.

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 to  seven  percent
(7%)  or  less of revenues during each of its last five fiscal years  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
potential customers.

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.

                                       3

<PAGE>

                              AMPLICON, INC.
                                     
Leasing and Sales Activities (Continued)

      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  property until it has received a 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 82.5%
and  92.4%  of the total dollar amount of new leases entered into  by  the
Company   during  the  fiscal  years  ended  June  30,  1997   and   1996,
respectively,  were discounted to financial institutions.  The  lender  to
which  a  lease  has  been assigned has no recourse against  the  Company,
unless the Company is in default of the terms under the agreement by which
a  lease was assigned to the lender. The lender to which a lease has  been
assigned  may  take title to the leased property in the event  the  lessee
fails to make lease payments or initiates certain other 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  property,
or  the  credit  profile  of the lessee, would  not  be  acceptable  to  a
financial  institution for purposes of making a nonrecourse  loan  to  the
Company.   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 debt
placement  or  securitization.  At June 30, 1997 and 1996, the  discounted
minimum  lease  payments receivable relative to leases maintained  in  the
Company's portfolio amounted to $63,366,848 and $41,176,200, respectively.
                                     
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, DEC 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.

Employees

      The  Company, as of June 30, 1997, had 204 employees, including  118
sales  managers  and  account executives and 15 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.

                                        4

<PAGE>

                              AMPLICON, INC.

ITEM 2. PROPERTIES

      At June 30, 1997, Amplicon occupied approximately 35,000 square feet
of office space in Santa Ana, California leased from unaffiliated parties.
The  leases  which  cover  the majority of the office  space  provide  for
monthly  rental  payments which average $52,322  from  July  1997  through
February 1998.

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 Stock Market
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:

                                                          High      Low
Fiscal year ended June 30, 1997

First Quarter............................................$18.75    $16.00

Second Quarter............................................21.125    18.375

Third Quarter.............................................23.25     20.50

Fourth Quarter............................................24.00     22.25

Fiscal year ended June 30, 1996

First Quarter............................................$17.75    $15.75

Second Quarter............................................17.00     14.125

Third Quarter.............................................16.00     14.25

Fourth Quarter............................................16.75     15.00

     The Company had approximately 50 stockholders of record and in excess
of 500 beneficial owners as of September 12, 1997.

      In  September  1994, after considering the Company's  profitability,
liquidity  and future operating cash requirements, the Board of  Directors
authorized a regular quarterly cash dividend policy.  During each  of  the
fiscal years ended June 30, 1997, 1996 and 1995 the Company declared  cash
dividends totaling $.20 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.  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        1997     1996      1995      1994      1993
                               ----     ----      ----      ----      ----
                                 (in thousands, except per share amounts)
<S>                          <C>       <C>       <C>       <C>       <C>
Revenues:
  Sales of equipment         $261,082  $224,818  $178,413  $156,740  $139,384
  Interest  and  investment
    income                     37,151    31,141    25,794    24,357    23,697
  Rental income                 1,657     1,280     2,313       263       747
                             --------  --------  --------  --------  --------
Total  revenues               299,890   257,239   206,520   181,360   163,828
Gross  profit                  47,058    39,280    32,751    29,453    26,083
Earnings before income taxes   26,017    21,480    19,088    17,352    15,421

Net  earnings                $ 15,740  $ 12,996  $ 11,548  $ 11,019  $  9,793
                             ========  ========  ========  ========  ========
COMMON SHARE DATA

Primary earnings per share   $   2.69  $   2.22  $   1.97  $   1.89  $   1.68
                             ========  ========  ========  ========  ========

Fully  diluted earnings
  per share                  $   2.60  $   2.22  $   1.97  $   1.89  $   1.68
                             ========  ========  ========  ========  ========

Primary weighted average
  number of common shares
  outstanding                   5,844     5,849     5,860     5,849     5,831

Fully diluted weighted
  average number of common
  shares outstanding            6,055     5,849     5,860     5,849     5,831

Cash  dividends  per share   $    .20  $    .20  $    .20  $     -0- $     -0-
                             ========  ========  ========  ========  ========

SELECTED ANNUAL GROWTH RATES
Sales of equipment                 16%       26%       14%       12%       34%
Total  revenues                    17        25        14        11        26
Net interest and investment
  income                           29        14       ( 4)        4       ( 5)
Gross profit                       20        20        11        13        12
Net earnings                       21        13         5        13         7
Net primary earnings per
  share                            21        13         4        13         7

                                              AS OF JUNE 30,          
                             ------------------------------------------------
BALANCE SHEET DATA             1997     1996      1995      1994      1993
                               ----     ----      ----      ----      ----  
                                    (in thousands, except per share data)

Total assets                 $491,455  $461,749  $402,100  $384,584  $347,308
Note payable to bank           10,000       -0-        -0-   10,000       -0-
Nonrecourse debt              258,577   279,109   238,614   225,746   211,191
Stockholders' equity          117,754   102,665    91,364    80,875    69,772
Book value per common share  $  20.04  $  17.58  $  15.57  $  13.81  $  11.96

</TABLE>

                                       6

<PAGE>
                                     
                              AMPLICON, INC.
                                     
ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND
          RESULTS OF OPERATIONS

Results of Operations

Fiscal Years Ended June 30, 1997 and 1996

     REVENUES. Total revenues for the fiscal year ended June 30, 1997 were
$299,890,478, an increase of $42,651,438 or 17% from the prior year.  This
change  was  primarily the result of increases in sales  of  equipment  of
$36,263,935  and interest income of $6,242,365. The increase in  sales  of
equipment  was  primarily  due to sales from new  lease  transactions  but
benefited  also  from  a 47% increase in sales from residual  investments.
Interest  income  for  the fiscal year ended June 30,  1997  increased  to
$36,514,910 as compared to $30,272,545 for the fiscal year ended June  30,
1996, and included interest income on discounted lease rentals assigned to
lenders  (which  is  offset by interest expense on  nonrecourse  debt)  of
$19,130,121 in the fiscal year ended June 30, 1997 versus $17,162,307  for
the  prior  year. Investment income for fiscal year ended  June  30,  1997
decreased  by  $231,732 to $636,724 as compared to $868,456 in  the  prior
year  primarily  as a result of the Company maintaining  lower  investment
balances throughout fiscal year 1997.

      Net  interest  income (interest and investment income less  interest
expense  on  discounted lease rentals assigned to lenders) for the  fiscal
year ended June 30, 1997 increased  by $4,042,819, or 29%,  to $18,021,513
as compared to  $13,978,694 for fiscal year ended June 30, 1996.  This net
increase  resulted  primarily from increases in the  amortization  of  net
deferred income, higher interest income from a larger investment in  lease
receivables   and  higher  interest  income  earned  on  larger   residual
investments.

      Rental  income for the fiscal year ended June 30, 1997 of $1,656,798
increased by $376,870 as compared to the fiscal year ended June 30,  1996,
as a result of increases in the volume of short-term lease renewals.
                                     
      GROSS  PROFIT. Gross profit for the fiscal year ended June 30,  1997
increased  by  $7,777,723, or 20%, to $47,057,657 compared to  $39,279,934
for  the  fiscal year ended June 30, 1996. Gross profit as  a  percent  of
total  revenues  increased  to 15.7% of total  revenues  for  fiscal  1997
compared  to  15.3% of total revenues for the prior year.   The  principal
factors  which  contributed to the increase in gross  profit  were  strong
increases  in  earnings  from  lease extensions,  renewals  and  sales  of
property  at  the  end  of the lease term, and the  29%  increase  in  net
interest income described above.

      SELLING,  GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general  and
administrative expenses as a percentage of total revenues  were  6.9%  for
the  fiscal  year ended June 30, 1997 as compared to 6.8% for  the  fiscal
year ended June 30, 1996. Selling, general and administrative expenses for
the fiscal year ended June 30, 1997 increased by $3,271,119, or 18.6%,  as
compared  to the prior year. This increase resulted primarily from  higher
employee salaries and benefit costs and higher legal expenses.

      INTEREST EXPENSE-OTHER. Interest expense-other was $216,182 for  the
year  ended June 30, 1997 as compared to $246,590 for the year ended  June
30, 1996. The decrease of $30,408 was primarily the result of lower fiscal
year  1997  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 each of the fiscal years
ended  June 30, 1997 and 1996 representing its estimated annual tax  rates
for each respective year.

                                       7
                                     
<PAGE>                                     
                                                                             
                             AMPLICON, INC.
                                     
Results of Operations (continued)

Fiscal Years Ended June 30, 1996 and 1995

     REVENUES. Total revenues for the fiscal year ended June 30, 1996 were
$257,239,040, an increase of $50,718,790 or 25% from the prior year.  This
change  was  primarily the result of increases in sales  of  equipment  by
$46,405,165  and  interest income by $5,512,386 offset by  a  decrease  in
rental  income  by  $1,033,446. The increase in  sales  of  equipment  was
primarily  due  to  increased  sales from  new  lease  transactions  which
increased by 29%.  Interest income for the fiscal year ended June 30, 1996
increased  to $30,272,545 as compared to $24,760,159 for the  fiscal  year
ended June 30, 1995, partially due to higher interest income on discounted
lease rentals assigned to lenders (which is offset by interest expense  on
nonrecourse  debt) of $17,162,307 in the fiscal year ended June  30,  1996
versus  $13,580,355 for the prior year. Investment income for fiscal  year
ended  June  30,  1996 decreased by $165,315 to $868,456  as  compared  to
$1,033,771  in  the  prior  year primarily as  a  result  of  the  Company
maintaining lower investment balances throughout fiscal year 1996.

      Net  interest  income (interest and investment income less  interest
expense  on  discounted lease rentals assigned to lenders) for the  fiscal
year ended June 30, 1996  increased by $1,765,119, or 14%, to  $13,978,694
as compared to $12,213,575 for fiscal year ended June 30, 1995.  This  net
increase  resulted  primarily from increases in the  amortization  of  net
deferred  income  and  higher interest income earned  on  larger  residual
investments.

      Rental  income for the fiscal year ended June 30, 1996 of $1,279,928
decreased  by  $1,033,446 as compared to the fiscal year  ended  June  30,
1995, as a result of decreases in the volume of short-term lease renewals.
                                     
      GROSS  PROFIT. Gross profit for the fiscal year ended June 30,  1996
increased  by $6,529,050, or 19.9%, to $39,279,934 compared to $32,750,884
for  the  fiscal year ended June 30, 1995. Gross profit as  a  percent  of
total  revenues  decreased  to 15.3% of total  revenues  for  fiscal  1996
compared  to  15.9% of total revenues for the prior year.   The  principal
factors which contributed to the increase in gross profit  were from lease
extensions,  renewals and sales of property at the end of the lease  term,
greater income recognized on new lease transactions, and increases in  net
interest income as described above.

      SELLING,  GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general  and
administrative expenses as a percentage of total revenues  were  6.8%  for
the  fiscal  year ended June 30, 1996 as compared to 6.5% for  the  fiscal
year ended June 30, 1995. Selling, general and administrative expenses for
the fiscal year ended June 30, 1996 increased by $4,040,863, or 29.9%,  as
compared  to the prior year. This increase resulted primarily from  higher
sales  personnel  costs,  and  higher legal, administrative  and  variable
office costs related to the increased business volume.

      INTEREST EXPENSE-OTHER. Interest expense-other was $246,590 for  the
year  ended June 30, 1996 as compared to $149,967 for the year ended  June
30, 1995.   The increase of  $96,623 was primarily  the result  of  higher
fiscal year  1996  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 each of the fiscal years
ended  June 30, 1996 and 1995 representing its estimated annual tax  rates
for the years ending June 30, 1996 and 1995.

                                       8
                                     
<PAGE>                                     

                              AMPLICON, INC.
                                  
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 the lease payments to  banks
or  other  financial institutions. The 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,  1997,  the  Company  had  outstanding
nonrecourse  debt  aggregating $258,577,275  relating  to  property  under
capital  and operating 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 1997, the Company increased its net investment in  leases  by
$22,190,647.  This increase was primarily due to a higher  volume  of  new
lease transactions which the Company retained in its own lease portfolio.

     The Company generally funds its equity investments in leased property
and  interim purchases with internally generated funds and, if  necessary,
borrowings under a $20,000,000 general line of credit. At June  30,  1997,
the  Company  had $10,000,000 in borrowings outstanding on  this  line  of
credit.

      In  November 1990, the Board of Directors authorized management,  at
its discretion, to repurchase up to 300,000 shares of the Company's Common
Stock. During the year ended June 30, 1997, the Company repurchased  5,000
shares  at  an aggregate cost of $81,875. During the year ended  June  30,
1996,  the  Company  repurchased 35,000 shares at  an  aggregate  cost  of
$546,913.  As of September 12, 1997, 55,678 shares remain available  under
this authorization.

     The need for cash used for operating activities will continue to grow
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.

                                        9

<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

Report of Independent Public Accountants                       11

Balance Sheets at June 30, 1997 and 1996                       12

Statements of Earnings for the years ended
 June 30, 1997, 1996 and 1995                                  13

Statements of Stockholders' Equity for the
 years ended June 30, 1997, 1996 and 1995                      14

Statements of Cash Flows for the years
 ended June 30, 1997, 1996 and 1995                            15

Notes to Financial Statements                               16-25

Schedule II - Valuation and Qualifying Accounts                29

                                        10

<PAGE>

                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                     
                                     
To the Board of Directors and Stockholders of
Amplicon, Inc.:


We  have  audited the accompanying balance sheets of Amplicon, Inc.  (a
California corporation) as of  June 30, 1997 and 1996, and the  related
statements of earnings, stockholders' equity and cash flows for each of
the  three  years  in the period ended June 30, 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, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period ended June
30, 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 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.


                                                    ARTHUR ANDERSEN LLP

Irvine, California
July 31, 1997

                                       11
<PAGE>
                                     
                              AMPLICON, INC.
                                     
                              BALANCE SHEETS
                                     
<TABLE>
<CAPTION>
                                                      June 30,
                                           -------------------------------
ASSETS                                          1997               1996
                                           --------------      ------------ 
<S>                                          <C>               <C>
Cash and cash equivalents (Notes 1 & 8)      $  5,779,960      $  8,614,357
Investment securities (Notes 8 & 9)                    -0-        1,181,967
Net receivables (Note 2)                       87,743,287        58,777,425
Inventories, primarily customer
  deliveries in process                         1,558,063         2,456,193
Net investment in capital leases (Note 3)     103,961,072        75,944,660
Equipment on operating leases,
  less accumulated depreciation of
  $117,262 (1997) and $152,391 (1996)               1,512            34,567
Other assets                                    1,189,067         1,436,537
Discounted lease rentals assigned to
  lenders (Note 3)                            291,222,208       313,303,087
                                             ------------      ------------
                                             $491,455,169      $461,748,793
                                             ============      ============


LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Note payable to bank (Note 4)              $ 10,000,000      $         -0-
  Accounts payable                             27,608,587        10,287,123
  Accrued liabilities                           5,928,824         3,996,621
  Customer deposits                             7,872,249         7,710,851
  Nonrecourse debt (Note 3)                   258,577,275       279,109,254
  Deferred interest income (Note 5)            32,644,933        34,193,833
  Net deferred income (Note 5)                  4,019,424         4,279,503
  Income taxes payable, including
    deferred taxes (Note 6)                    27,049,601        19,507,072
                                             ------------      ------------ 
                                              373,700,893       359,084,257
                                             ------------      ------------

Commitments and contingencies (Note 10)

Stockholders' equity (Notes 4 & 7):
  Preferred stock; 2,500,000 shares
    authorized; none issued                            -0-               -0-
  Common stock; $.01 par value;
    20,000,000 shares authorized;
    5,876,259 (1997) and 5,838,959 (1996)
    issued and outstanding                         58,763            58,390
  Additional paid in capital                    6,109,745         5,587,287
  Retained earnings                           111,585,768        97,017,263
  Investment securities valuation
    adjustment (Note 9)                                -0-            1,596
                                             ------------      ------------ 
                                              117,754,276       102,664,536
                                             ------------      ------------
                                             $491,455,169      $461,748,793
                                             ============      ============
</TABLE>

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

                                       12
                                     
<PAGE>                                     
                                     
                              AMPLICON, INC.
                                     
                          STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>                                     
                                           Years ended June 30,
                                 -----------------------------------------
                                     1997           1996           1995
                                 ------------   ------------   ------------
<S>                              <C>            <C>            <C>
Revenues:
  Sales of equipment             $261,082,046   $224,818,111   $178,412,946
  Interest income
    (Notes 1, 3 & 5)               36,514,910     30,272,545     24,760,159
  Investment income (Note 9)          636,724        868,456      1,033,771
  Rental income                     1,656,798      1,279,928      2,313,374
                                 ------------   ------------   ------------
                                  299,890,478    257,239,040    206,520,250
                                 ------------   ------------   ------------

Costs:
  Cost of equipment sold          233,591,971    200,531,313    160,065,968
  Interest expense on
    nonrecourse debt
    (Notes 1, 3 & 5)               19,130,121     17,162,307     13,580,355
  Depreciation of equipment
    on operating leases               110,729        265,486        123,043
                                 ------------   ------------   ------------
                                  252,832,821    217,959,106    173,769,366
                                 ------------   ------------   ------------

Gross profit                       47,057,657     39,279,934     32,750,884

Selling, general and
  administrative expenses          20,824,834     17,553,715     13,512,852

Interest expense-other                216,182        246,590        149,967
                                 ------------   ------------   ------------

Earnings before income taxes       26,016,641     21,479,629     19,088,065

Income taxes (Note 6)              10,277,000      8,484,000      7,540,000
                                 ------------   ------------   ------------
Net earnings                     $ 15,739,641   $ 12,995,629   $ 11,548,065
                                 ============   ============   ============
Primary earnings per common
  share                          $       2.69   $       2.22   $       1.97
                                 ============   ============   ============
Fully diluted earnings per
  common share                   $       2.60   $       2.22   $       1.97
                                 ============   ============   ============
Dividends declared per common
  share outstanding              $        .20   $        .20   $        .20
                                 ============   ============   ============
Primary weighted average number
  of common shares outstanding      5,844,490      5,848,847      5,859,898
                                 ============   ============   ============
Fully diluted weighted average
  number of common shares
  outstanding                       6,055,228      5,848,847      5,859,898
                                 ============   ============   ============
</TABLE>


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

                                        13        

<PAGE>
                               
                              AMPLICON, INC.
                                     
                    STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>                                     


                                                      Investment
                              Additional              securities
             Common Stock     paid in     Retained    valuation
          Shares     Amount   capital     earnings    adjustment      Total
         ------------------- ----------  -----------  -----------  ------------
<S>      <C>        <C>      <C>         <C>           <C>         <C>
Balance,
June 30,
1994     5,857,022  $58,570  $6,001,240  $ 74,815,601  $       -0- $ 80,875,411

Shares
issued-
  Stock
  options
  exer-
  cised     10,937      110      90,670            -0-         -0-       90,780

Dividends
declared        -0-      -0-         -0-   (1,172,121)         -0-   (1,172,121)

Invest-
ment
secu-
rities
valua-
tion
adjust-
ment            -0-      -0-         -0-           -0-     21,542        21,542

Net
earnings        -0-      -0-         -0-   11,548,065          -0-   11,548,065
         ---------  -------  ----------   -----------    --------   -----------

Balance,
June 30,
1995     5,867,959   58,680   6,091,910    85,191,545      21,542    91,363,677

Shares
issued-
  Stock
  options
  exer-
  cised      6,000       60      41,940            -0-         -0-       42,000 

Shares re-
purchased  (35,000)    (350)   (546,563)           -0-         -0-     (546,913)

Dividends
declared        -0-      -0-         -0-   (1,169,911)         -0-   (1,169,911)

Invest-
ment
secu-
rities
valua-
tion
adjust-
ment            -0-      -0-         -0-           -0-    (19,946)      (19,946)

Net
earnings        -0-      -0-         -0-   12,995,629          -0-   12,995,629
         ---------  -------  ----------   -----------   ---------   -----------

Balance,
June 30,
1996     5,838,959   58,390   5,587,287    97,017,263       1,596   102,664,536

Shares
issued-
  Stock
  options
  exer-
  cised     42,300      423     604,283            -0-         -0-      604,706 

Shares re-
purchased   (5,000)     (50)    (81,825)           -0-         -0-      (81,875)

Dividends
declared        -0-      -0-         -0-   (1,171,136)         -0-   (1,171,136)

Invest-
ment
secu-
rities
valua-
tion
adjust-
ment            -0-      -0-         -0-           -0-     (1,596)       (1,596)

Net
earnings        -0-      -0-         -0-   15,739,641          -0-   15,739,641
         ---------  -------  ----------  ------------  ----------  ------------ 

Balance,
June 30,
1997     5,876,259  $58,763  $6,109,745  $111,585,768  $       -0- $117,754,276
         =========  =======  ==========  ============  ==========  ============
</TABLE>


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

                                       14

<PAGE>

                              AMPLICON, INC.
                                     
                         STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>                                     
                                             Years ended June 30,
                                  ------------------------------------------
                                      1997           1996           1995
                                  ------------   ------------   ------------
CASH FLOWS FROM OPERATING
  ACTIVITIES:
<S>                               <C>            <C>            <C>
Net earnings                      $ 15,739,641   $ 12,995,629   $ 11,548,065
Adjustments to reconcile
  net earnings to cash flows
  used for operating
  activities:
  Depreciation                         110,729        265,486        123,043
  Sale or lease of equipment
   previously on operating
   leases, net                              -0-       106,076         14,200 
  Interest accretion of
   estimated unguaranteed
   residual values               (   4,634,756) (   3,471,891) (   3,136,893)
  Estimated unguaranteed
   residual values recorded
   on leases                     (  12,439,845) (  11,622,505) (   5,325,599)
  Interest accretion of net
   deferred income               (   3,862,195) (   2,351,292) (     556,823)
  Increase (decrease) in
   net deferred income               3,602,116      6,065,845  (   2,621,706)
  Net increase (decrease) in
   income taxes payable,
   including deferred taxes          7,542,529  (     862,378)     5,107,952
  Net increase in net
   receivables                   (  28,965,862) (   4,818,201) (  14,054,043)
  Net decrease (increase)
   in inventories                      898,130      3,195,017  (     675,817)
  Net increase (decrease) in
   accounts payable and
   accrued liabilities              19,253,667  (   1,850,239) (   1,261,439)
                                  ------------   ------------   ------------  
Net cash used for operating
  activities                     (   2,755,846) (   2,348,453) (  10,839,060)
                                  ------------   ------------   ------------

CASH FLOWS FROM INVESTING
  ACTIVITIES:
  Purchases of available-
   for-sale securities           ( 235,370,644) ( 221,323,828) ( 236,143,494)
  Proceeds from sale of
   available-for-sale
   securities                      236,551,015    229,365,713    246,000,793
  Net increase in minimum
   lease payments receivable     (  22,190,647) (  21,570,280) (     602,543)
  Purchase of equipment on
   operating leases              (      77,674) (     370,119) (     122,889)
  Net decrease (increase)
   in other assets                     247,470  (      41,502) (     320,123)
  Decrease in estimated
   unguaranteed residual values     11,248,836      7,286,531      9,683,219
                                  ------------   ------------   ------------
Net cash (used for) provided
  by investing activities        (   9,591,644) (   6,653,485)    18,494,963
                                  ------------   ------------   ------------

CASH FLOWS FROM FINANCING
  ACTIVITIES:
  Assignment of discounted
   lease rentals                            -0-    12,120,298             -0-
  Borrowing (payment) on note
   payable                          10,000,000             -0- (  10,000,000)
  Payments to repurchase common
   stock                         (      81,875) (     546,913)            -0-
  Increase (decrease) in
   customer deposits                   161,398        859,133  (     518,234)
  Dividends to stockholders      (   1,171,136) (   1,169,911) (   1,172,121)
  Proceeds from exercise of
   stock options                       604,706         42,000         90,780
                                  ------------   ------------   ------------
Net cash provided by (used
  for) financing activities          9,513,093     11,304,607  (  11,599,575)
                                  ------------   ------------   ------------

NET CHANGE IN CASH AND CASH
  EQUIVALENTS                    (   2,834,397)     2,302,669  (   3,943,672)

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF PERIOD             8,614,357      6,311,688     10,255,360
                                  ------------   ------------   ------------
CASH AND CASH EQUIVALENTS
  AT END OF PERIOD                $  5,779,960   $  8,614,357   $  6,311,688
                                  ============   ============   ============

SUPPLEMENTAL SCHEDULE OF
  NONCASH INVESTING AND
  FINANCING ACTIVITIES
  (Decrease) increase in lease
   rentals assigned to lenders
   and related nonrecourse debt  ($ 20,531,979)  $ 40,495,045   $12,868,022
                                  ============   ============   ===========
SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION
  Cash paid during the year for:
   Interest                       $    216,182   $    246,590   $   149,967
                                  ============   ============   ===========
  Income taxes                    $  2,734,471   $  9,346,378   $ 3,034,283
                                  =============  ============   ===========   
</TABLE>
                                     
                  The accompanying notes are an integral
                    part of these financial statements.

                                       15

<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
                      THREE YEARS ENDED JUNE 30, 1997
                                     
Note 1 - Summary of Significant Accounting Policies:
Nature of Operations

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

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 and cash in demand deposit accounts.

Leases
  Capital Leases

The  Company  engages  in  the lease and sale  of  computer  hardware  and
software, and other equipment. The discounted value of the aggregate lease
rentals  is  recorded  as  sales revenue.  The  property  cost,  less  the
discounted  value of the residual, if any, is recorded as cost  of  sales.
Except for capital lease transactions in which the Company no longer has a
continuing  interest  in  the leased property, the  Company  defers  gross
profit  on  new  capital  leases  through a  reduction  of  sales  revenue
recognized  at lease origination. Gross profit which is deferred  together
with  the  unearned interest income (and interest expense if assigned)  is
recognized as interest income (and expense) over the lease term  based  on
an internal rate of return method.

At  the time of closing capital leases, the Company records on its balance
sheet  the present value of the lease receivable as minimum lease payments
receivable and, if appropriate, the estimated residual value of the leased
property.  The  Company  typically assigns, on a  nonrecourse  basis,  the
noncancelable  lease rentals to financial institutions at  fixed  interest
rates.  When  leases  are  assigned  to  financial  institutions,  without
recourse,  the  discounted value of the lease rentals is recorded  on  the
balance sheet as discounted lease rentals assigned to lenders. The related
obligation  resulting from the discounting of the leases  is  recorded  as
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.   Qualifying
transfers  which  occurred prior to January 1, 1997  were  precluded  from
adoption  of  SFAS No. 125 and the discounted value of the  lease  rentals
have been recognized as discounted lease rentals assigned to lenders.

                                       16

<PAGE>

                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
A  portion  of  the  Company's selling, general and  administrative  costs
directly  related  to  originating capital lease transactions  during  the
period is deferred as an increase in revenues and amortized over the lease
term utilizing the effective interest method. See Note 5.

  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.

Inventories

Inventories, which primarily represent partial deliveries of  property  on
in-process  lease  transactions where the lessee is legally  obligated  to
accept, are stated at cost.

Recent Accounting Pronouncements

Statement of Financial Accounting Standards No. 128, "Earnings Per  Share"
("SFAS  No.  128"),  was issued in February 1997.   The  Company  will  be
required  to  adopt  SFAS  No. 128 in fiscal  1998  (earlier  adoption  is
prohibited).   The standard adopts a simpler calculation  methodology  for
determining the number of shares outstanding.  The Company has  determined
that calculations of earnings per share consistent with SFAS No. 128  will
not have a significant impact.

Reclassifications

Certain  reclassifications  have been made to the  fiscal  1996  financial
statements  to conform with the presentation of the fiscal 1997  financial
statements.


Note 2 - Receivables:

The Company's net receivables consist of the following:

<TABLE>
<CAPTION>
                                                        June 30,
                                               ---------------------------
                                                  1997            1996
                                               -----------     -----------
      <S>                                      <C>             <C>
      Financial institutions                   $76,294,070     $45,991,788
      Lessees                                   11,131,001      13,161,437
      Other                                      1,157,073         463,057
                                               -----------     -----------
                                                88,582,144      59,616,282

      Less allowance for doubtful accounts    (    838,857)   (    838,857)
                                               -----------     -----------
      Net receivables                          $87,743,287     $58,777,425
                                               ===========     ===========
</TABLE>
          
                                       17

<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,
                                            -----------------------------
                                                1997             1996
                                            ------------    -------------
      <S>                                   <C>              <C>
      Minimum lease payments
       receivable, less allowance
       for doubtful accounts of
       $856,585 in each year                $ 70,992,751     $ 45,351,427
      Estimated unguaranteed
       residual value, less valuation
       allowance of $1,394,274 in
       1997 and $542,274 in 1996              53,128,404       46,246,743
                                            ------------     ------------
                                             124,121,155       91,598,170
 
      Less unearned income                   (20,160,083)     (15,653,510)
                                            ------------     ------------
      Net investment in capital leases      $103,961,072     $ 75,944,660
                                            ============     ============
</TABLE>

The interest rates used to discount lease payments reflect  the underlying
lease rates and range from 7.53% to 14.50%.

The estimated unguaranteed residual value is discounted using the internal
rate of return related to each specific capital lease.

At  June 30, 1997,  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>
          1998                 $35,544,892     $13,364,199    $ 48,909,091
          1999                  18,844,525      15,481,945      34,326,470
          2000                  10,809,278      16,105,816      26,915,094
          2001                   3,046,116       4,999,895       8,046,011
          2002                   2,661,602       3,136,951       5,798,553
      Thereafter                    86,338          39,598         125,936
                               -----------     -----------    ------------
                                70,992,751      53,128,404     124,121,155

     Less unearned income     (  7,625,903)   ( 12,534,180)  (  20,160,083) 
                               -----------     -----------    ------------

     Net investment in
      capital leases and
      estimated unguaranteed
      residual value           $63,366,848     $40,594,224    $103,961,072  
                               ===========     ===========    ============
</TABLE>

                                        18

<PAGE>

                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
Nonrecourse  debt,  which  relates  to the  discounting of  capital  lease
receivables,  bears  interest  at  rates  ranging  from  5.87%  to  18.5%.
Maturities of such obligations at June 30, 1997 are as follows:

<TABLE>
<CAPTION>

     Years ending                                            Capital
       June 30,                                              leases
     ------------                                         ------------
     <S>                                                  <C> 
         1998                                             $111,983,069
         1999                                               79,692,830
         2000                                               36,623,176
         2001                                               22,804,129
         2002                                                6,554,099
     Thereafter                                                919,972
                                                          ------------
Total nonrecourse debt                                     258,577,275
Deferred interest (Note 5)                                  32,644,933
                                                          ------------
Total discounted lease rentals assigned to lenders        $291,222,208
                                                          ============
</TABLE>

Note 4 - Note Payable to Bank:

In  August 1993,  and as amended  in  December 1994  and January 1996, 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 1.25%,  allows
for  advances through December 31, 1997 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 .50% or the Bank's Offshore rate  plus  1.25%.
The term note requires repayment in three equal quarterly installments  of
one  eighth  of the outstanding balance at the expiration date, commencing
April  1,  1998,  and  one  final payment on December  31,  1998  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, 1997, there was $10,000,000
outstanding  on  this  Agreement.   There  was   no   balance  outstanding
as of June 30, 1996.
                                     
Note 5 - Deferred Interest Income and Net Deferred Income:

At  June 30, 1997, deferred  interest income of  $32,644,933 is offset  by
deferred  interest  expense  related to  the  Company's  discounted  lease 
rentals assigned to lenders of $32,644,933. See Note 3.

At  June  30, 1997,  the  expected  recognition  of  net  deferred  income
(deferred gross margin of  $13,274,510 less  deferred  selling expenses of
$9,255,086) on  the Company's future statements of earnings is as follows:

<TABLE>
<CAPTION>
          <S>                                            <C>     
          Years ending
            June 30,
            --------
             1998                                         $2,695,812
             1999                                            964,203
             2000                                            225,468
             2001                                             94,578
             2002                                             39,363
                                                          ----------
                                                          $4,019,424
                                                          ==========
</TABLE>

                                       19

<PAGE>

                               AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
Note 6 - 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,
                              ---------------------------------------       
                                 1997            1996         1995
                              -----------     ----------   ----------
     <S>                      <C>             <C>          <C>
     Current tax expense:
       Federal                $ 5,407,310     $1,626,390   $4,618,165
       State                    1,500,000      1,186,017    2,032,998
                              -----------     ----------   ----------
                                6,907,310      2,812,407    6,651,163
                              -----------     ----------   ----------
     Deferred tax expense:
       Federal                  3,177,690      5,460,980      750,594
       State                      192,000        210,613      138,243
                              -----------     ----------   ----------
                                3,369,690      5,671,593      888,837
                              -----------     ----------   ----------
                              $10,277,000     $8,484,000   $7,540,000
                              ===========     ==========   ==========
</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,
                                            ---------------------------
                                               1997            1996
                                            -----------    ------------
   <S>                                      <C>            <C>
   Deferred income tax liabilities:
     Tax operating leases                   $32,337,212    $29,456,276
     Deferred  selling  expenses              3,794,585      3,052,514
     Payments due                               710,524             -0-
                                            -----------    -----------
           Total  liabilities                36,842,321     32,508,790
                                            -----------    -----------

   Deferred income tax assets:
     Allowances and reserves               (  3,093,965)  (  1,566,862)
     Minimum tax credits/carryforwards     (  5,673,009)  (  7,570,197)
     Refunds due                                    -0-   (  3,075,000)
     Depreciation other than on
       operating leases                    (    433,546)  (    560,936)
     State income taxes                    (    592,200)  (    228,723)
                                            -----------    -----------
           Total  assets                   (  9,792,720)  ( 13,001,718)
                                            -----------    -----------
     Net deferred income tax
       liabilities                          $27,049,601    $19,507,072
                                            ===========    ===========
</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,
                                            ------------------------
                                            1997      1996      1995
                                            ----      ----      ----
     <S>                                    <C>       <C>       <C>
     Federal statutory rate                 35.0%     35.0%     35.0%
     State tax, net of federal benefit       4.8       4.8       4.8
     Other                                  ( .3)     ( .3)     ( .3)
                                            ----      ----      ----
          Effective rate                    39.5%     39.5%     39.5%
                                            ====      ====      ====
</TABLE>

                                       20

<PAGE>
                                     
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
                                     
Note 7 - Capital Structure:

In  September 1986, the  Board of Directors and stockholders  approved  an
increase in the number of authorized shares of Common Stock to 20,000,000.
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,  provides that  stock options may be
granted to  officers,  employees,  consultants and other  persons who have
made,  or will make, major contributions toward the growth and development
of  the  Company. Stock options that are granted may entitle 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 650,000 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 500,000.  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 year ended June 30,
                     ------------------------------------------------------
                           1997               1996               1995
                     ----------------   ----------------   -----------------
                             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        484,850   $13.21   512,050   $13.36   455,891   $12.69

Granted               91,000    19.21        -0-     N/A   149,000    16.51
Exercised            (42,300)   14.28  (  6,000)    7.00  ( 10,937)    8.30
Canceled             (36,600)   17.14  ( 21,200)   18.53  ( 81,904)   16.08  
                      ------   ------   -------   ------   -------   ------

Options outstanding
  at the end of the    
  year               496,950   $13.93   484,850   $13.21   512,050   $13.36  
                     =======   ======   =======   ======   =======   ======
                                                             
Options exercisable  315,916            300,883            261,713
                     =======            =======            =======
Weighted average                                                
  fair value of
  options granted    $  6.81
                     =======
</TABLE>

                                       21
 
<PAGE>

                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>                                     
                 Options outstanding                  Options exercisable
  -------------------------------------------------  ---------------------
                               Weighted
                                average                        
                               remaining   Weighted               Weighted
     Range of                 contractual  average                average    
     exercise       Number       life      exercise    Number     exercise
     prices       outstanding (in years)    price    exercisable   price
  -------------   ----------- -----------  --------  -----------  -------- 
  <S>               <C>          <C>        <C>        <C>         <C>
  $ 7.00-$ 8.25     160,550      3.21       $ 7.01     160,550     $ 7.01
   12.00- 15.75     168,833      6.63        14.96      83,466      14.36
   16.00- 22.75     167,567      7.62        19.51      71,900      18.94
  -------------     -------      ----       ------     -------     ------
  $ 7.00-$22.75     496,950      5.86       $13.93     315,916     $11.67
  =============     =======      ====       ======     =======     ======
</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,
                                    1997            1996
                                ---------------------------       
<S>                             <C>             <C>
Net income                      $15,739,641     $12,995,629
Proforma compensation cost          (27,392)             -0-
                                -----------     -----------
Proforma net income             $15,712,249     $12,995,629
                                ===========     ===========       
Proforma primary EPS            $      2.69     $      2.22
                                ===========     ===========
Proforma fully diluted EPS      $      2.59     $      2.22
                                ===========     ===========
</TABLE>

The  SFAS No. 123  method of accounting  has  not  been applied to options
granted   prior  to  July  1,  1995;  therefore,  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 1997: risk free interest  rate  of  6.4%,
expected  life of five years, expected dividend yield of 1%  and  expected
volatility of 29.6%.
                                     
Note 8 - 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").
The  estimates  were made as of June 30, 1997 and 1996 based  on  relevant
market information at these respective times.

Fair  value is a  subjective  and imprecise  measurement  that is based on
assumptions  and  market data which require significant judgment  and  may
only  be valid at a particular point in time.  The use of different market
assumptions or valuation methodologies may have a material effect  on  the
estimated  fair  value  amounts.  Accordingly, management  cannot  provide
assurance  that  the fair values presented are indicative of  the  amounts
that the Company could realize in a current market exchange.

                                       22

<PAGE>
                                     
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     

The  estimated fair  value  of financial  instruments  and the valuation
techniques used to estimate the fair value were as follows:
<TABLE>
<CAPTION>
                                            June 30,
                    --------------------------------------------------------
                       1997          1997           1996           1996
                       ----          ----           ----           ---- 
                                   Estimated                     Estimated
                    Book value     fair value     Book value     fair value
                    -----------    -----------    -----------    -----------
<S>                 <C>            <C>            <C>            <C>
Financial Assets:
  Cash and cash
   equivalents      $ 5,779,960    $ 5,779,960    $ 8,614,357    $ 8,614,357
  Investment
   securities                -0-            -0-     1,180,371      1,181,967
</TABLE>
                    
Cash  and  Cash  Equivalents:  For cash, the book value  is  a  reasonable
estimate of fair value. For cash equivalents, the estimated fair value  is
based on the respective market prices.

Investment Securities:  The fair value of investment securities  is  based
upon  the  criteria  established under Statement of  Financial  Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and  Equity
Securities" ("SFAS No. 115," see Note 9).  Book value is based upon cost.
                                     
The fair value of the Company's net investment in capital leases  is not a
required disclosure under SFAS No. 107.

Note 9 - Investment Securities:

The  Company adopted SFAS No. 115  which requires certain  disclosures for
investments  in debt and  equity  securities  regardless of maturity. SFAS
No. 115 requires that all investments be classified as trading securities,
available-for-sale securities and held-to-maturity securities.  Under  the
criteria  established by SFAS No. 115, the Company has classified  all  of
its  investments as available-for-sale securities.  SFAS No. 115  requires
that available-for-sale securities be reported at fair value and that  the
unrealized   gain  or  loss  be  reported  as  a  separate  component   of
stockholders'  equity  (net  of the effect  of  income  taxes)  until  the
investments  are  sold.  At the time of the sale, the respective  gain  or
loss, calculated by the specific identification method, will be recognized
as a component of operating results.

The following is a summary of investment securities as of June 30, 1996.
The Company did not have any investment security balances as of June 30,
1997.

<TABLE>
<CAPTION>
                                       Gross          Gross      Estimated 
                        Amortized   unrealized     unrealized      fair
June  30, 1996             cost        gains         losses        value
                       -----------  ----------     ----------   -----------
  <S>                  <C>           <C>           <C>          <C>
  Available-for-sale
    securities
    Corporate debt
      securities       $ 1,180,371   $    1,596    $      -0-   $ 1,181,967
                       ===========   ==========    ==========   ===========
</TABLE>

The  estimated fair value of the available-for-sale securities at June 30,
1996, by contractual maturity, are shown below.

<TABLE>
<CAPTION>
                                                  1996
                                        -------------------------
                                           Cost        Fair value
                                           ----        ----------
<S>                                     <C>            <C>
Available-for-sale securities
  Due in 3 months or less               $1,180,371     $1,181,967
                                        ==========     ==========
</TABLE>

                                       23

<PAGE>
                                     
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
Investment  income  for  the years ended June  30,  1997,  1996  and  1995
consisted of the following:

<TABLE>
<CAPTION>
                                      1997         1996          1995
                                    --------     --------     ----------
<S>                                 <C>          <C>          <C>
Interest income                     $600,926     $830,873     $  655,716
Gross realized gains                  35,798       37,583        378,055
                                    --------     --------     ----------
                                    $636,724     $868,456     $1,033,771
                                    ========     ========     ==========
</TABLE>

Note 10 - Commitments and Contingencies:

Leases

The Company  leases  its corporate offices under several  operating leases
which  all  expire  in  fiscal  1998.   Rent expense was $604,559  (1997),
$577,416 (1996) and $472,036 (1995).  The Company is negotiating operating
leases for its corporate offices beyond 1998.

Future minimum lease payments under operating leases are as follows:

<TABLE>
<CAPTION>
          
          Year ending                             Future minimum
            June 30,                              lease payments
          -----------                             --------------
             <S>                                    <C>
             1998                                   $ 418,575
                                                    =========
</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. Beginning in calendar year  1996,  the
Company  increased  their  contribution to the  401K  Plan  on  behalf  of
eligible  participants.   The Company has made  contributions  during  the
years  ended  June  30,  1997, 1996, and 1995 of  $131,573,  $16,036,  and
$38,183, respectively.

Note 11 - Subsequent Events (Unaudited):

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.  As of September 12, 1997 
the  Company  had  5,890,359  shares  of  Common  Stock outstanding, which 
following  the  split  would  increase to  11,780,718.  The  effect of the
2-for-1 Common Stock split is not included in the financial statements.

                                       24

<PAGE>
                                     
                              AMPLICON, INC.
                                     
                      NOTES TO FINANCIAL STATEMENTS
                                     
Note 12 - Selected Quarterly Financial Data (Unaudited):

Summarized  quarterly  financial data for the fiscal years ended  June 30,
1997 and 1996 is as follows:

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

     1997
     ----
<S>                      <C>             <C>           <C>        <C>
Total revenues           $66,457         $74,432       $76,692    $82,309
Gross profit              10,172          11,720        12,629     12,537

Net earnings               3,172           3,837         4,156      4,575
Primary earnings
  per common share       $   .54         $   .66       $   .71    $   .78
Fully diluted earnings
  per common share       $   .53         $   .64       $   .69    $   .74

Dividends declared
  per common share       $   .05         $   .05       $   .05    $   .05

     1996
     ----
Total revenues           $56,416         $65,634       $66,842    $68,347
Gross profit               8,611           9,322        10,439     10,908

Net earnings               2,654           3,191         3,348      3,803
Primary earnings
  per common share       $   .45         $   .55       $   .57    $   .65
Fully diluted earnings
  per common share       $   .45         $   .55       $   .57    $   .65

Dividends declared
  per common share       $   .05         $   .05       $   .05    $   .05

</TABLE>

                                       25

<PAGE>
                                     
                              AMPLICON, INC.
                                     
                                     
ITEM  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     Not applicable.


                                 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, 1997 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, 1997 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, 1997 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, 1997, with the Securities and Exchange  Commission pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

                                       26

<PAGE>

                              AMPLICON, INC.
                                     
                                  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             29    

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    30-32    

(b)  Reports on Form 8-K
      There were no reports on Form 8-K filed during the fourth quarter of
      fiscal 1997.

                                       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 19, 1997
          -------------------
          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/                                        September 19, 1997 
--------------------      President, Chief Executive        
Patrick E. Paddon            Officer and Director

Glen T. Tsuma/s/                                            September 19, 1997
--------------------      Vice President, Treasurer, Chief  
Glen T. Tsuma              Operating Officer and Director

S. Leslie Jewett/s/                                         September 19, 1997
--------------------      Chief Financial Officer           
S. Leslie Jewett

Michael H. Lowry/s/                                         September 18, 1997
--------------------      Director                          
Michael H. Lowry

Harris Ravine/s/                                            September 18, 1997
--------------------      Director                          
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, 1995:

<S>                        <C>             <C>          <C>        <C>
Allowance for doubtful
  accounts                 $1,320,325      $381,585     $6,468     $1,695,442
Allowance for valuation
  of unguaranteed
  residual value           $  542,274      $     -0-    $   -0-    $  542,274

Year ended June 30, 1996:

Allowance for doubtful
  accounts                 $1,695,442      $     -0-    $   -0-    $1,695,442
Allowance for valuation
  of unguaranteed
  residual value           $  542,274      $     -0-    $   -0-    $  542,274

Year ended June 30, 1997:

Allowance for doubtful
  accounts                 $1,695,442      $     -0-    $    -0-   $1,695,442
Allowance for valuation
  of unguaranteed
  residual value           $  542,274      $852,000     $    -0-   $1,394,274
</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).

 11             Computation of Earnings per Share of Common Stock         33

 22             List of Subsidiaries (incorporated by reference
                to Exhibit 22 to the Registrant's 1988 Form 10-K)

                                        32