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

  For the fiscal year ended June 30, 2000

[    ]   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 October 6, 2000 was $41,520,523.

   Number of shares outstanding as of October 6, 2000:
                   Common Stock 11,392,328

                   DOCUMENTS INCORPORATED BY REFERENCE

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

<PAGE>

                             AMPLICON, INC.

                            TABLE OF CONTENTS



PART I                                                           PAGE
------                                                           ----
Item 1.  Business                                                 2-5

Item 2.  Properties                                                 5

Item 3.  Legal Proceedings                                          5

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

PART II

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

Item 6.  Selected Financial Data                                    7

Item 7.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations               8-11

Item 8.  Financial Statements and Supplementary Data            12-26

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

PART III

Item 10. Directors and Executive Officers of the Registrant        27

Item 11. Executive Compensation                                    27

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

Item 13. Certain Relationships and Related Transactions            27

PART IV

Item 14. Exhibits, Financial Statement Schedules and
               Reports on Form 8-K                                 28

Signatures                                                         29
Schedule II                                                        30
Exhibit Index                                                   31-33

                                       1
<PAGE>

                             AMPLICON, INC.

                                 PART I

ITEM 1. BUSINESS

    Amplicon,   Inc.   ("Amplicon"  or  the   "Company")   leases   high-
technology and other  capital  assets  to  customers   located throughout
the  United States.   Operating  from  a single  location  in  Santa Ana,
California, the  Company delivers  leasing  services  through the  use of
telecommunications,  the  Internet and  express  delivery  services.  The
Company  is  also  engaged in the remarketing of leased assets  at  lease
expiration. The Company was incorporated in California in 1977.

Business Overview
-----------------
     The  Company  leases  and  remarkets most  capital  assets  used  by
businesses,  with  a  focus  on high technology  equipment  and  software
systems. The Company's leases are structured individually and can provide
end-of-term  options  to  accommodate a variety of  business  objectives.
Approximately  58%  of  the leases originated  in  fiscal  2000  involved
computer   workstations  and  networks,  mid-range  computers,   computer
automated  design  systems and computer software.  Other  major  property
groups   included  point-of-sale  systems,  telecommunications   systems,
manufacturing equipment and furniture and fixtures.

     Computer  Systems.  The  Company  concentrates  on  the  market  for
computer   networks  and  mid-range  computers  since  this   market   is
particularly  receptive  to  leasing services.  Advances  in  technology,
including the rapidly expanding capabilities of personal computer systems
and the  growth of the Internet,  have  led to  increased demand for more
powerful  systems  throughout  the  Company's  target  markets.  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.   Computer  networks generally  range in  cost from
$100,000  to $3,000,000 while mid-range computers generally cost  between
$100,000  and $750,000.  The Company's leased property is used  primarily
by  subsidiaries and divisions of large companies to supplement mainframe
computer  systems,  by  middle-market  companies  for  centralized   data
processing and by non-profit associations and institutions.

     The Company leases computer  systems manufactured by Compaq Computer
Corporation ("Compaq"), Dell Computer Corporation ("Dell"), Gateway 2000,
Inc.  ("Gateway"),  International Business Machines Corporation  ("IBM"),
Hewlett-Packard  Co. ("HP"),  and Sun Microsystems, Inc.  ("Sun"),  among
many others.

     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  computer  systems  and  networks  consists  of  operating   and
application  software.  Amplicon leases software  from  vendors  such  as
Microsoft  Corporation,  Oracle  Corporation,  J.D.  Edwards  &  Company,
PeopleSoft  Inc., Geac Computer Corporation Limited, SAP AG  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.  Retail  point-of-sale
systems include those produced by IBM, Knogo Corporation, NCR Corporation
("NCR"),  and Fujitsu Limited, while bank automated teller machines  also
have  been procured from NCR.  The telecommunications property leased  by
the   Company  includes  digital  private  branch  equipment,   switching
equipment  and  voice  mail systems manufactured by Lucent  Technologies,
Siemens Business Communications Systems, Inc. and ITT Industries, as well
as  satellite tracking systems manufactured by Qualcomm Incorporated. The
Company  also  leases  imaging systems, testing  equipment,  and  copying
equipment.

     Production  Equipment  and  Other Personal  Property.   The  Company
leases  technology  related  manufacturing  and  distribution  management
systems  that  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.

Recent Developments
-------------------
     In June 1999, an application  was  filed  to  obtain  permission  to
organize  a national bank (the "Bank"). The business purpose of the  Bank
would be to provide business loans to fund the purchase of capital assets
that  will be leased to corporations located throughout the United States
that  meet  the  credit  parameters  established  by  the  Bank.   It  is
anticipated that the Bank will gather deposits using electronic means and
a  centralized  location  similar  to  the  Company's  existing  business
methods.

     In  April  2000, the Office of the Comptroller of the Currency  (the
"OCC")  granted  preliminary  conditional approval  to  the  Bank,  which
approval is subject to certain regulatory requirements and conditions. In
July  2000,  the  Federal  Deposit  Insurance  Corporation  (the  "FDIC")
approved  an  application for Federal deposit insurance, subject  to  the
satisfaction of certain conditions. In April 2000, the Company applied to
the Board of Governors of the Federal Reserve Board (the "FRB") to become
a  bank  holding company through the acquisition of 100% of the stock  of
the newly organized Bank, and to retain certain nonbanking businesses and
thereby  engage in certain  nonbanking activities.  As of October 6, 2000
the Company's  application with  FRB is still pending, and final approval
has not been received from the OCC.  The Company  cannot predict whether,
when, or under what conditions final approval might be received.

     The acquisition of the Bank, if completed, will subject  the Company
to additional risks and regulation.  The  Bank would  be  a start-up bank
with no operations prior to the investment by Amplicon. The Bank would be
subject to supervision and regulation by  the OCC  and the  FDIC  and the
Company  would become regulated  and examined  by the  FRB.  In addition,
through  its  investment  in  the  Bank, the  Company would  be  assuming
additional  financial  risks, including  credit  risk, liquidity risk and
interest  rate risk.  The failure  to manage these  risks and obligations
appropriately  could have  a  material  adverse effect  on  the Company's
business, financial condition and results of operations.

Marketing Strategy
------------------
      The  Company  has  developed and refined a direct marketing  system
utilizing  a centralized  marketing program and direct delivery channels,
such  as  telephone,  the  Internet,  facsimile  and  express  mail.  The
marketing  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 marketing techniques, and an in-house  computer
and  telecommunications system. The Company has augmented  its  marketing
programs  through  the  development of interactive websites  that  enable
prospective  customers to  submit a credit application,  review  a  lease
agreement, calculate lease payments and order computer equipment on-line.

     The  Company  implemented its current marketing system after  having
determined  that a centralized marketing program is more  cost  effective
than field sales representatives. Marketing through the telephone or  the
Internet,  rather than through field sales representatives,  has  enabled
the  Company  to limit selling, general and administrative expenses  and,
consequently, allows the Company to offer more competitive rates  to  its
customers.

     Amplicon  identifies  potential   customers  through  a  variety  of
methods.  The  Company purchases lists of target market participants  and
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  sales  professionals.
Amplicon   utilizes   prospect   management   software  to  enhance   the
productivity  of  the sales force. Specific information  about  potential
customers is entered into an on-line confidential database accessible  to
each  sales professional through the Company's personal computer network.
As  potential  customers  are  contacted, the  database  is  updated  and
supplemented with information about what computer and other property they
are using, related lease expiration dates and any future system needs  or
replacement  plans. The database allows sales professionals  to  identify
efficiently the most likely purchaser or lessee of capital assets and  to
concentrate efforts on these prospective customers.

                                        3
<PAGE>

                             AMPLICON, INC.

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

Leasing 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
negotiated price, or in the case of a "conditional sales contract," at  a
predetermined  minimum  price, or to renew the  lease.  If  the  purchase
option  is not exercised by the original lessee, once the leased property
is  returned  to the Company, the Company will endeavor to locate  a  new
lessee;  however,  if a new lessee cannot be located,  then  the  Company
seeks  to  sell the leased property.  The terms of the Company's software
leases are substantially similar to its equipment leases.

     The  Company conducts  its leasing business in a manner designed  to
minimize  its  credit  exposure. The Company  does  not  purchase  leased
property  until  it has received a binding noncancelable lease  from  its
customer  and, generally, has determined that the lease can be discounted
with a bank or financial institution on a nonrecourse basis. Accordingly,
a  substantial  portion of the Company's leases have been  discounted  to
banks or finance companies on a nonrecourse basis at fixed interest rates
that  reflect the customers' financial condition. During the fiscal years
ended  June 30, 2000 and 1999, respectively 79.7% and  89.9% of the total
dollar amount of new leases entered into by  the  Company were discounted
to financial institutions. The institutional lender to which a lease  has
been assigned has no recourse against the Company, unless  the Company is
in  default  under  the  terms  of  the  agreement  by  which a lease was
assigned.   The institution to which a lease has been  assigned  may take
title  to the  leased property, but only in the event the lessee fails to
make  lease  payments or otherwise defaults under the terms of the lease.
If  this  occurs,  the Company may not realize its residual investment in
the leased property.

     From  time to time,  the Company retains in its own portfolio  lease
transactions  that  meet credit standards set by the  Company.   Some  of
these  transactions  are entered into when the value  of  the  underlying
leased  property,  or  the credit profile of the  lessee,  would  not  be
acceptable  to  other financial institutions. Each of these  transactions
must meet or exceed certain profitability requirements as established, on
a  case  by  case basis, by the Company's senior management. In addition,
the  Company  invests  in lease transactions which the  Company  believes
could  be  placed at a later date with nonrecourse lenders on a lease-by-
lease basis or in a portfolio.  At June 30, 2000 and 1999, the discounted
minimum  lease payments receivable relative to leases maintained  in  the
Company's    portfolio   amounted   to   $49,111,050   and   $45,109,936,
respectively.

     In  certain  instances,  the Company will make payments to  purchase
leased property prior to the commencement of the lease and assignment  to
the   nonrecourse  debt  source.   The  disbursements  for   such   lease
transactions  in  process are generally made to facilitate  the  property
implementation  schedule  of the lessees.  The  lessee  is  contractually
obligated  to  make  rental payments directly to the Company  during  the
period that the transaction is in process, and generally is obligated  to
reimburse  the Company for all disbursements under certain circumstances.
At  June 30, 2000 and 1999, the Company's investment in property acquired
for  transactions  in  process amounted to $25,909,137  and  $35,397,631,
respectively.

                                       4
<PAGE>

                             AMPLICON, INC.

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

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

Employees
---------
     The  Company, as  of June 30, 2000, had 157 employees, including  78
sales  managers  and account executives and 19 professionals  engaged  in
finance and credit. None of the Company's employees are represented by  a
labor  union. The Company believes that its relations with its  employees
are satisfactory.

ITEM 2. PROPERTIES

     At June 30, 2000, Amplicon occupied approximately 49,000 square feet
of  office  space  in Santa Ana, California leased from  an  unaffiliated
party.  The lease which covers the majority of the office space  provides
for monthly  rental payments which average $83,051 from July 2000 through
February 2003.

ITEM 3. LEGAL PROCEEDINGS

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

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

     None.

                                       5
<PAGE>
                             AMPLICON, INC.

                                PART II

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

     The  common  stock of  Amplicon, Inc. trades on the NASDAQ  National
Market  System under the symbol AMPI. The following high and low  closing
sale  prices  for  the periods shown reflect interdealer  prices  without
retail  markup,  markdown or commissions and may not necessarily  reflect
actual transactions.

                                                       High         Low
                                                       ----         ---
Fiscal year ended June 30, 2000
-------------------------------
First Quarter........................................$15.50       $12.00
Second Quarter........................................12.1875       9.875
Third Quarter.........................................12.50        10.25
Fourth Quarter........................................10.625        8.625

Fiscal year ended June 30, 1999
-------------------------------
First Quarter........................................$18.31       $12.25
Second Quarter........................................16.25        12.75
Third Quarter.........................................16.375       10.375
Fourth Quarter........................................15.00         8.313

     The  Company  had  approximately 55 stockholders of  record  and  in
excess of 500 beneficial owners as of October 6, 2000.

     After considering  the Company's profitability, liquidity and future
operating cash requirements, the Board of Directors authorized a  regular
quarterly cash dividend policy.  For each of the  fiscal years ended June
30, 2000, 1999 and 1998  the Company  declared  cash  dividends  totaling
$.16 per common share.

                                        6
<PAGE>

                             AMPLICON, INC.

ITEM 6. SELECTED FINANCIAL DATA

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

<TABLE>
<CAPTION>

                                           YEARS ENDED JUNE 30,
                            ------------------------------------------------
INCOME  STATEMENT DATA        2000      1999      1998      1997      1996
                            --------  --------  --------  --------  --------
                                (in thousands, except per share amounts)
<S>                         <C>       <C>       <C>       <C>       <C>
Revenues:
 Direct financing leases    $ 18,738  $ 25,432  $ 25,609  $ 21,636  $ 17,733
 Sales-type leases            21,686    20,990    21,794    17,857    20,755
 Operating leases              1,944       951       716     1,657     1,280
                            --------  --------  --------  --------  --------
                              42,368    47,373    48,119    41,150    39,768
Sales of leased property      33,190    21,794    17,066    22,301     8,290
Interest and other income      4,556     2,004       581       637       733
                            --------  --------  --------  --------  --------
                              80,114    71,171    65,766    64,088    48,791
                            --------  --------  --------  --------  --------
Costs
 Sales-type leases             8,251     7,005     7,881     9,406     5,786
 Operating leases                137        86        28       111       266
 Cost of leased property
  sold                        20,837    12,011     6,765     6,661     3,459
 Provision for credit
  losses                       1,510     3,076         -       852         -
                            --------  --------  --------  --------  --------
                              30,735    22,178    14,674    17,030     9,511
                            --------  --------  --------  --------  --------
Gross margin                  49,379    48,993    51,092    47,058    39,280

Selling, general &
 administrative expenses      16,844    16,911    19,323    21,041    17,800
                            --------  --------  --------  --------  --------
Earnings before income
 taxes                        32,535    32,082    31,769    26,017    21,480
Income taxes                  12,526    12,352    12,549    10,277     8,484
                            --------  --------  --------  --------  --------
Net earnings                $ 20,009  $ 19,730  $ 19,220  $ 15,740  $ 12,996
                            ========  ========  ========  ========  ========
COMMON SHARE DATA

Basic earnings per share    $   1.72  $   1.66  $   1.63  $   1.35  $   1.11
                            ========  ========  ========  ========  ========
Diluted earnings per share  $   1.67  $   1.60  $   1.55  $   1.31  $   1.09
                            ========  ========  ========  ========  ========
Weighted average common
 shares outstanding           11,617    11,854    11,800    11,689    11,698
Diluted common shares
 outstanding                  11,942    12,299    12,368    12,021    11,894
Cash dividends per share    $    .16  $    .16  $    .16  $    .10  $    .10
                            ========  ========  ========  ========  ========
</TABLE>

<TABLE>
<CAPTION>
                                             AS OF JUNE 30,
BALANCE SHEET DATA            2000      1999      1998      1997      1996
                            --------  --------  --------  --------  --------
                               (in thousands, except per share data)

<S>                         <C>       <C>       <C>       <C>       <C>
Total assets                $409,857  $466,769  $505,626  $482,235  $454,205
Note payable to bank               -         -         -    10,000         -
Nonrecourse debt             196,778   263,462   297,227   288,682   309,471
Stockholders' equity         167,184   153,575   135,945   117,754   102,665
Book value per common
 share                     $   14.63  $  12.98  $  11.49  $  10.02  $   8.79

</TABLE>
                                       7
<PAGE>

                             AMPLICON, INC.



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

Results of Operations
---------------------

General

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

     The  volume of  new lease transactions booked during the year  ended
June 30, 2000 was approximately $139 million, compared to $204 million in
fiscal 1999 and $230 million during fiscal 1998. Of the new leases booked
during  the  fiscal  year  ended June 30, 2000,  approximately  63%  were
structured as "true leases" where Amplicon owns the leased asset  at  the
end  of  the term, while 37% were structured as "conditional sale leases"
where  the  lessee generally may purchase the property at a predetermined
minimum amount at the end of the term.  For true lease transactions,  the
Company books a residual which is an estimate for accounting purposes  of
the  fair  market value of the leased property at lease termination.  The
Company's  estimates are reviewed continuously to ensure  reasonableness.
However, the amounts the Company may ultimately realize could differ from
such estimated amounts.

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

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

Fiscal Years Ended June 30, 2000 and 1999
-----------------------------------------

     REVENUES.   Total revenues for the fiscal year ended June  30,  2000
were $80,113,695, an increase of $8,942,202, or 13%, from the prior year.
This  change  was primarily the result of an increase of  $11,395,526  in
sales  of  leased property. The increase in sales of leased property  was
primarily due to a higher volume of lease transactions coming to  end  of
term  during fiscal 2000 where the leased property was sold to the lessee
or  a third-party.  In addition, interest and other income for the fiscal
year  ended  June  30,  2000 increased by $2,551,826  to  $4,555,613,  as
compared  to $2,003,787 in the prior year, primarily as a result  of  the
Company  maintaining  higher levels of interest  bearing  cash  and  cash
equivalents throughout fiscal 2000.

     Leasing revenues declined by $5,005,150, or 11%, for the fiscal year
ended  June  30,  2000 compared to the fiscal year ended June  30,  1999.
This reduction resulted from a decrease of $6,694,100 in direct financing
revenue  to  $18,738,101, offset by an increase of $695,571 in sales-type
lease  revenue to $21,685,706, and an increase of $993,379  in  operating
lease  revenue to $1,944,671.  The reduction in direct financing  revenue
can  be  attributed  to  lower  interest income  earned  from  a  smaller
investment in capital leases and lower revenue from the lower  volume  of
new lease originations.  The increase in sales-type lease revenue can  be
attributed to an increase in

                                       8
<PAGE>

                             AMPLICON, INC.

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

     GROSS PROFIT.  Gross profit for the fiscal year ended June 30,  2000
increased by $384,865, or 1%, to $49,378,624, compared to $48,993,759 for
the  fiscal  year  ended  June  30, 1999.  Gross  profit  benefited  from
increased income recognized from leased property sales, a lower provision
for  credit losses and higher income from interest bearing cash and  cash
equivalents,  which  gains were offset by decreased  income  from  direct
financing leases.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.   Selling, general and
administrative expenses for the fiscal year ended June 30, 2000 decreased
by  $68,590,  or  less  than 1%, as compared to  the  prior  year.   This
decrease  is  the result of lower salary and benefit expenses  offset  by
increases in general office expenses.

     TAXES. The Company's  tax rate was 38.5% for the fiscal years  ended
June  30, 2000 and 1999, representing its estimated annual tax rates  for
each respective year.

Fiscal Years Ended June 30, 1999 and 1998
-----------------------------------------

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

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

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

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling,  general and
administrative expenses for the fiscal year ended June 30, 1999 decreased
by  $2,411,191, or 12.5%, as compared to the prior year. This decrease is
the result of lower legal, salary and benefit expenses.

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

                                       9
<PAGE>

                             AMPLICON, INC.

Liquidity and Capital Resources
-------------------------------
     The Company funds its  operating activities through nonrecourse debt
and  internally  generated funds. The Company does not purchase  property
until  it  has received a noncancelable lease from its customer.  Capital
expenditures  for  leased property purchases are  primarily  financed  by
assigning  certain base term lease payments to banks or  other  financial
institutions. The assigned lease payments are discounted at  fixed  rates
such  that  the  lease  payments are sufficient  to  fully  amortize  the
aggregate outstanding debt. At June 30, 2000, the Company had outstanding
nonrecourse  debt  aggregating $196,777,836 relating  to  property  under
capital leases. In the past, the Company has been able to obtain adequate
nonrecourse funding commitments, and the Company believes it will be able
to do so in the future.

     From  time to time,  the Company retains leases in its own portfolio
rather  than assigning the leases to financial institutions.  During  the
fiscal  year  2000,  the  Company's  net  investment  in  capital  leases
decreased  by  $3,972,748. This decrease is the result  of  a  $7,973,862
reduction  in  the investment in estimated unguaranteed residual  values,
offset  by  a  $4,001,114  increase  in the Company's investment in lease
receivables.  The  increase  in  minimum  lease  payments  receivable  is
primarily  due to more new lease transactions being held in the Company's
own  portfolio. During the fiscal year ended June 30, 2000, approximately
20.3%  of  the  total  dollar amount of new leases entered  into  by  the
Company  were held in its own portfolio, compared to 10.1% during  fiscal
1999.

     The  Company  will often  make payments to purchase leased  property
prior  to the commencement of the lease and assignment to other financial
institutions.  The disbursements for such lease transactions  in  process
are  generally  made  to facilitate the lessees' property  implementation
schedule.  The lessee is  contractually obligated  by  the lease  to make
rental payments  directly  to  the Company  during  the  period  that the
transaction  is  in  process,  and  the  lessee is generally obligated to
reimburse the Company for all disbursements under  certain circumstances.
At  June 30, 2000,  the Company's  investment  in  property acquired  for
transactions  in process was $25,909,137,  a decrease  of $9,488,494 from
the level at June 30, 1999. This decrease was primarily due to the  lower
volume of new lease transactions in  process  during fiscal 2000.

     The  Company  generally   funds  its equity  investments  in  leased
property and transactions in process with internally generated funds,  or
if  necessary, borrowings under a general business loan agreement. During
each  of  the  fiscal years ended June 30, 2000 and 1999, there  were  no
borrowings under the line of credit.  The Company's general business loan
agreement  expired on June 30, 2000. In conjunction with the  anticipated
acquisition  of the Bank, the Company is in the process of negotiating  a
new agreement.

     In  November  1990 and April 1999, the Board of Directors authorized
management,  at its discretion, to repurchase up to 600,000 shares  each,
or  a  total of 1,200,000 of the Company's Common Stock.  During the year
ended  June  30,  2000,  the Company repurchased  405,500  shares  at  an
aggregate   cost   of $4,582,239.   As of October 6, 2000, 214,356 shares
remain available under these authorizations.

     At  June  30,  2000, the  Company's cash and cash  equivalents  were
$92,539,572.  The  need  for  cash used  for  operating  activities  will
increase as the Company expands.  The Company believes that existing cash
balances,  cash flow from operations, cash flows from its  financing  and
investing  activities,  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.

                                      10
<PAGE>

                              AMPLICON, INC.

Year 2000
---------

     The  Year 2000 issue ("Y2K") is a problem  that relates to  the  way
that  computers  store, manipulate, and interpret dates that  define  the
year  using  only  two digits and perform leap year calculations.   These
systems  may  have experienced problems handling dates  beyond  1999  and
therefore,  could  cause computer or other systems  to  fail  or  provide
erroneous  results.  If a system or application will  not  recognize  the
year  2000 as a leap year, then any date after February 29, 2000 will  be
offset  by one day.  Date information can exist at any level of  hardware
or  software  from  micro  code to application  programs,  in  files  and
databases, and might be present on any operating platform.

     The  Company  addressed  this  issue by implementing  a  program  to
assess,  remediate and mitigate the potential impact of the Y2K  problem.
The  Company systematically addressed the Y2K compliance of its  computer
related  hardware,   major   application  software  programs,  externally
supplied software, and major debt sources, vendors and customers.   These
efforts  are generally described in the 10Q report for the quarter  ended
September 30, 1999.

     As  of  October 6, 2000  the Company  has  not  experienced  any Y2K
related problems which have impacted operations and is not aware that any
of  its  major  debt  sources,  customers  or  vendors  have  experienced
significant  Y2K  related  problems.  However, Y2K  compliance  has  many
elements and potential consequences, some of which may not be foreseeable
or  may  be  realized  in future periods.  Therefore,  there  can  be  no
assurance  that unforeseen circumstances may not arise, or that  we  will
not  in  the  future  identify equipment or systems  which  are  not  Y2K
compliant.

Forward-Looking Statements
--------------------------

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

                                        11
<PAGE>

                             AMPLICON, INC.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

                                                          Page Number

Reports of Independent Public Accountants                      13

Balance Sheets at June 30, 2000 and 1999                       14

Statements of Earnings for the years ended
 June 30, 2000, 1999 and 1998                                  15

Statements of Stockholders' Equity for the
 years ended June 30, 2000, 1999 and 1998                      16

Statements of Cash Flows for the years
 ended June 30, 2000, 1999 and 1998                            17

Notes to Financial Statements                               18-26

Financial Statement Schedule for the years
 ended June 30, 2000, 1999 and 1998
 Schedule II - Valuation and Qualifying Accounts               30

                                      12
<PAGE>

                             AMPLICON, INC.

                REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS
                -----------------------------------------

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

In  our  opinion,  the financial statements listed in  the  accompanying
index  present fairly, in all material respects, the financial  position
of  Amplicon,  Inc. at June 30, 2000 and 1999, and the  results  of  its
operations  and its cash flows for each of the two years in  the  period
ended  June 30, 2000 in conformity with accounting principles  generally
accepted  in the United States of America.  In addition, in our opinion,
the  financial  statement  schedules listed in  the  accompanying  index
present  fairly,  in  all material respects, the information  set  forth
therein  when read in conjunction with the related financial statements.
These  financial  statements and financial statement schedules  are  the
responsibility  of  the Company's management; our responsibility  is  to
express an opinion on these financial statements and financial statement
schedules  based  on  our  audits.  We conducted  our  audits  of  these
statements  in accordance with auditing standards generally accepted  in
the United States of America, which require that we plan and perform the
audit  to  obtain  reasonable  assurance  about  whether  the  financial
statements  are  free  of  material  misstatement.   An  audit  includes
examining,  on  a  test  basis,  evidence  supporting  the  amounts  and
disclosures  in  the  financial  statements,  assessing  the  accounting
principles  used  and  significant estimates  made  by  management,  and
evaluating  the  overall financial statement presentation.   We  believe
that our audits provide a reasonable basis for our opinion.

PRICEWATERHOUSECOOPERS, LLP
Orange County, California
August 4, 2000



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

We  have audited the balance sheet of Amplicon, Inc. as of June 30,  1998
(not separately presented herein) and the related statements of earnings,
stockholders'  equity  and  cash flows for  the year  then  ended.  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 audit  in accordance with auditing standards  generally
accepted in the United States.  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 audit  provides a reasonable basis for
our opinion.

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

Our audit  was made for  the  purpose of  forming an opinion on the basic
financial statements taken as a whole.  The schedule, for the year  ended
June  30, 1998, 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
audit 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
Orange County, California
July 31, 1998

                                      13
<PAGE>

                             AMPLICON, INC.

                             BALANCE SHEETS
<TABLE>
<CAPTION>
                                                        June 30,
                                             ------------------------------
ASSETS                                           2000              1999
------                                       ------------      ------------
<S>                                          <C>               <C>
Cash and cash equivalents (Note 1)           $ 92,539,572      $ 59,337,426
Net receivables (Note 2)                       12,747,066        22,784,507
Property acquired for transactions
 in process (Note  1)                          25,909,137        35,397,631
Net investment in capital leases (Note 3)      80,644,602        84,617,350
Equipment on operating leases,
 less accumulated depreciation of
 $74,566 (2000) and $91,288 (1999)                  1,977             8,537
Other assets                                    1,236,793         1,161,979
Discounted lease rentals assigned to
 lenders (Note 3)                             196,777,836       263,461,800
                                             ------------      ------------
                                             $409,856,983      $466,769,230
                                             ============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
 Accounts payable                            $  1,688,706      $  7,159,049
 Accrued liabilities                            5,590,607         5,660,610
 Customer deposits                              8,345,133         7,507,322
 Nonrecourse debt (Note 3)                    196,777,836       263,461,800
 Income taxes payable - including deferred
  taxes, net (Note 4)                          30,270,931        29,405,562
                                             ------------      ------------
                                              242,673,213       313,194,343
                                             ------------      ------------

Commitments and contingencies (Note 6)

Stockholders' equity (Note 5):
 Preferred stock; 2,500,000 shares
  authorized; none issued                                -                -
 Common stock; $.01 par value;
  40,000,000 shares authorized;
  11,430,718 (2000) and
  11,831,918 (1999)
  issued and outstanding                           114,307          118,319
 Additional paid in capital                      4,264,541        6,708,936
 Retained earnings                             162,804,922      146,747,632
                                              ------------     ------------
                                               167,183,770      153,574,887
                                              ------------     ------------
                                              $409,856,983     $466,769,230
                                              ============     ============
</TABLE>

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

                                      14
<PAGE>

                             AMPLICON, INC.

                         STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                             Years ended June 30,
                                      2000           1999           1998
                                   -----------    -----------    -----------
<S>                                <C>            <C>            <C>
Revenues:
 Direct financing leases           $18,738,101    $25,432,201    $25,608,657
 Sales-type leases                  21,685,706     20,990,135     21,793,723
 Operating leases                    1,944,671        951,292        716,153
                                   -----------    -----------    -----------
  Leasing revenues                  42,368,478     47,373,628     48,118,533

 Sales of leased property           33,189,604     21,794,078     17,066,168
 Interest and other income           4,555,613      2,003,787        581,524
                                   -----------    -----------    -----------
                                    80,113,695     71,171,493     65,766,225
                                   -----------    -----------    -----------
Costs:
 Sales-type leases                   8,251,103      7,004,914      7,881,390
 Operating leases                      136,563         86,187         28,488
 Cost of leased property sold       20,837,405     12,010,579      6,764,646
 Provision for credit losses         1,510,000      3,076,054              -
                                   -----------    -----------    -----------
                                    30,735,071     22,177,734     14,674,524
                                   -----------    -----------    -----------

Gross profit                        49,378,624     48,993,759     51,091,701

Selling, general and
 administrative expenses            16,843,294     16,911,884     19,323,075
                                   -----------    -----------    -----------

Earnings before income taxes        32,535,330     32,081,875     31,768,626

Income taxes                        12,526,000     12,352,000     12,549,000
                                   -----------    -----------    -----------

Net earnings                       $20,009,330    $19,729,875    $19,219,626
                                   ===========    ===========    ===========

Basic earnings per common share    $      1.72    $      1.66    $      1.63
                                   ===========    ===========    ===========

Diluted earnings per common share  $      1.67    $      1.60    $      1.55
                                   ===========    ===========    ===========

Dividends declared per common
 share outstanding                 $       .16    $       .16    $       .16
                                   ===========    ===========    ===========

Weighted average common shares
 outstanding                        11,617,102     11,854,441     11,800,206
                                   ===========    ===========    ===========

Diluted common shares outstanding   11,941,754     12,299,171     12,367,752
                                   ===========    ===========    ===========
</TABLE>

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

                                       15
<PAGE>

                             AMPLICON, INC.

                   STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                    Additional
                 Common Stock        paid in       Retained
              Shares      Amount     capital       earnings        Total
            ---------------------   -----------  ------------   ------------
<S>         <C>          <C>        <C>          <C>            <C>
Balance,
June 30,
1997        11,752,518   $117,526   $6,050,982   $111,585,768   $117,754,276

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

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

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

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

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

Shares
repur-
chased     (    54,000)  (    540)  (  711,758)             -   (    712,298)

Income
 tax
 bene-
 fit
 from
 exer-
 cise
 of
 non-
 qual-
 ified
 stock
 options             -          -       81,985              -         81,985

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

Net
earnings             -          -            -     19,729,875     19,729,875
             ---------    -------    ---------    -----------   ------------
Balance,
June 30,
1999        11,831,918    118,319    6,708,936    146,747,632    153,574,887

Shares
issued -
Stock
options
exer-
cised            4,300         43       37,319              -         37,362

Shares re-
purchased  (   405,500) (   4,055) ( 2,481,714) (   2,096,470)  (  4,582,239)

Dividends
declared             -          -             - (   1,855,570)  (  1,855,570)

Net
earnings             -          -             -    20,009,330     20,009,330
            ----------   --------    ----------  ------------   ------------
Balance,
June 30,
2000        11,430,718   $114,307    $4,264,541  $162,804,922   $167,183,770
            ==========   ========    ==========  ============   ============
</TABLE>

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

                                       16
<PAGE>

                             AMPLICON, INC.

                        STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                               Years ended June 30,
                                   ------------------------------------------
                                      2000           1999            1998
                                   -----------    -----------    ------------
CASH FLOWS FROM OPERATING
 ACTIVITIES:
<S>                                <C>            <C>            <C>
Net earnings                       $20,009,330    $19,729,875    $ 19,219,626
Adjustments to reconcile net
 earnings to cash flows used
 for operating activities:
 Depreciation                          136,564         85,624          28,487
 Sale or lease of equipment
  previously on operating
  leases, net                                -          4,005               -
 Interest accretion of
  estimated unguaranteed
  residual values                 (  5,969,816)  (  6,616,611)  (   5,893,522)
 Decrease in estimated
  unguaranteed residual values      18,366,854     14,671,334      11,639,988
 Provision for credit losses         1,510,000      3,076,054               -
 Net increase (decrease) in
  income taxes payable,
  including deferred taxes             865,369   (    530,483)      3,175,874
 Net decrease (increase) in
  net receivables                   10,037,441   (  5,272,164)      2,406,381
 Net decrease (increase) in
  property acquired for
  transactions in process            9,488,494     45,875,893   (   1,463,905)
 Net (decrease) increase in
  accounts payable and accrued
  liabilities                     (  5,540,346)  ( 19,658,475)      1,466,867
 Increase (decrease) in
  customer deposits                    837,811   (  2,450,991)      2,221,099
Net cash provided by               -----------    -----------     -----------
 operating activities               49,741,701     48,914,061      32,800,895
                                   -----------    -----------     -----------
CASH FLOWS FROM INVESTING
 ACTIVITIES:
 Purchase for
  available-for-sale
  securities                                 -              -   ( 180,997,695)
 Proceeds from sale
  of available-for-sale
  securities                                 -              -     180,997,695
 Net (increase) decrease
  in minimum lease payments
  receivable                      (  4,678,114)     7,396,388   (     209,238)
 Purchase of equipment on
  operating leases                (    730,004)  (     98,166)  (      26,975)
 Net (increase) decrease
  in other assets                 (     74,814)       146,161   (     119,073)
 Estimated unguaranteed
  residual values recorded
  on leases                       (  4,656,176)  ( 10,031,661)  (  11,796,606)
Net cash used for investing        -----------    -----------    ------------
 activities                       ( 10,139,108)  (  2,587,278)  (  12,151,892)
                                   -----------    -----------    ------------
CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Payment on note payable                     -              -   (  10,000,000)
 Payments to repurchase
  common stock                    (  4,582,239)  (    712,298)              -
 Dividends to stockholders        (  1,855,570)  (  1,897,886)  (   1,889,751)
 Proceeds from exercise of
  stock options                         37,362        428,350         653,265
Net cash used for financing        -----------    -----------    ------------
 activities                       (  6,400,447)  (  2,181,834)  (  11,236,486)
                                   -----------    -----------    ------------
NET CHANGE IN CASH AND CASH
 EQUIVALENTS                        33,202,146     44,144,949       9,412,517

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                59,337,426     15,192,477       5,779,960
                                   -----------    -----------    ------------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                     $92,539,572    $59,337,426    $ 15,192,477
                                   ===========    ===========    ============
SUPPLEMENTAL SCHEDULE OF
 NONCASH INVESTING AND
 FINANCING ACTIVITIES
(Decrease) increase in lease
 rentals assigned to lenders
 and related nonrecourse debt     ($66,683,964)  ($33,764,730)   $  8,544,241
                                   ===========    ===========    ============
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION
Cash paid during the year for:
 Interest                          $    24,482    $    57,695    $     85,733
                                   ===========    ===========    ============
 Income taxes                      $11,660,631    $12,882,483    $  9,373,126
                                   ===========    ===========    ============
</TABLE>

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

                                       17
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies:
----------------------------------------------------
Nature of Operations
--------------------
Amplicon leases high-technology  and  other  capital assets to  customers
located throughout the United States. The Company is also engaged  in the
remarketing of leased assets at lease expiration.

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

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

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

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

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

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

                                      18
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

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

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

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

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

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

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

Earnings Per Share
------------------
Basic net income per  share is  computed by dividing  income available to
common stockholders  by  the  weighted  average  number  of common shares
outstanding.  Diluted net income per share  includes  the  effect  of the
potential shares outstanding, including dilutive stock options, using the
treasury stock method.  The following  table reconciles the components of
the basic  net  income  per share calculation  to diluted net  income per
share.

                                       19
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                             Years ended June 30,
                                  -----------------------------------------
                                     2000           1999           1998
                                  -----------    -----------    -----------
<S>                               <C>            <C>            <C>
Net earnings                      $20,009,330    $19,729,875    $19,219,626
                                  ===========    ===========    ===========
Weighted average number
 of common shares
 outstanding assuming no
 exercise of outstanding
 options                           11,617,102     11,854,441     11,800,206

Dilutive stock options
 using the treasury stock
 method                               324,652        444,730        567,546
                                  -----------    -----------    -----------
                                   11,941,754     12,299,171     12,367,752
                                  ===========    ===========    ===========
Basic earnings per common
 share                            $      1.72    $      1.66    $      1.63
                                  ===========    ===========    ===========
Diluted earnings per common
 share                            $      1.67    $      1.60    $      1.55
                                  ===========    ===========    ===========
</TABLE>

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

Certain  reclassifications have been made to the  fiscal  1998  financial
statements to conform with the presentation of the fiscal 1999  and  2000
financial statements.

Note 2 - Receivables:
---------------------
The Company's net receivables consist of the following:

<TABLE>
<CAPTION>
                                                       June 30,
                                             ----------------------------
                                                2000             1999
                                             -----------      -----------
   <S>                                       <C>              <C>
   Financial institutions                    $ 4,369,872      $12,665,586
   Lessees                                     8,252,717       10,796,391
   Other                                         247,650          493,425
                                             -----------      -----------
                                              12,870,239       23,955,402

   Less allowance for doubtful accounts     (    123,173)    (  1,170,895)
                                             -----------      -----------
   Net receivables                           $12,747,066      $22,784,507
                                             ===========      ===========
</TABLE>

                                         20
<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,
                                            ----------------------------
                                               2000             1999
                                            -----------     ------------
    <S>                                     <C>             <C>
    Minimum lease payments receivable,
     less allowance for doubtful
     accounts of $2,221,620 in 2000
     and $1,487,236 in 1999                 $55,300,858     $ 51,406,881
    Estimated unguaranteed residual
     value, less valuation allowance
     of $1,395,329 in 2000 and
     $2,816,276 in 1999                      40,233,760       52,111,083
                                            -----------     ------------
                                             95,534,618      103,517,964

    Less unearned income                   ( 14,890,016)   (  18,900,614)
                                            -----------     ------------
    Net investment in capital leases        $80,644,602     $ 84,617,350
                                            ===========     ============
</TABLE>

The minimum lease payments receivable and estimated unguaranteed residual
value are discounted using the internal rate of return method related  to
each  specific  capital lease.  Unearned income includes  the  offset  of
initial  direct costs of $5,881,706 and $9,171,547 at June 30,  2000  and
1999, respectively.

At  June  30,  2000, 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>
    2001                            $30,860,139    $18,096,914   $48,957,053
    2002                             12,504,546     11,786,613    24,291,159
    2003                              7,182,303      5,817,353    12,999,656
    2004                              3,594,066      3,287,115     6,881,181
    2005                              1,090,846      1,121,368     2,212,214
 Thereafter                              68,958        124,397       193,355
                                    -----------    -----------   -----------
                                     55,300,858     40,233,760    95,534,618

 Less unearned income              (  6,189,808)  (  8,700,208) ( 14,890,016)
                                    -----------    -----------   -----------
 Net investment in capital leases   $49,111,050    $31,533,552   $80,644,602
                                    ===========    ===========   ===========
</TABLE>

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

                                       21
<PAGE>

                              AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

Nonrecourse  debt,  which  relates to the discounting  of  capital  lease
receivables,  bears  interest  at rates ranging  from  5.84%  to  12.87%.
Maturities of such obligations at June 30, 2000 are as follows:

<TABLE>
<CAPTION>
              Years ending                             Capital
                June 30,                               leases
              ------------                          ------------
                   <S>                              <C>
                   2001                             $ 91,524,678
                   2002                               49,723,213
                   2003                               22,560,076
                   2004                               10,692,921
                   2005                                3,626,943
                Thereafter                                75,006
                                                    ------------
          Total nonrecourse debt                     178,202,837
          Deferred interest income                    18,574,999
                                                    ------------
          Discounted lease rentals
           assigned to lenders                      $196,777,836
                                                    ============
</TABLE>

At  June  30, 2000, deferred interest expense of $18,574,999 is amortized
against  direct  financing revenues related to the  Company's  discounted
lease  rentals  assigned to lenders of $196,777,836 using  the  effective
yield method.

Note 4 - 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,
                                     ----------------------------------------
                                        2000          1999           1998
                                     -----------   -----------    -----------
   <S>                               <C>           <C>            <C>
   Current tax expense:
    Federal                          $17,706,775   $ 7,999,798    $ 7,697,441
    State                              3,367,876     2,075,000      2,200,000
                                     -----------   -----------    -----------
                                      21,074,651    10,074,798      9,897,441
                                     -----------   -----------    -----------

   Deferred tax (benefit) expense:
    Federal                         (  7,182,517)    1,808,191      2,620,156
    State                           (  1,366,134)      469,011         31,403
                                     -----------   -----------    -----------
                                    (  8,548,651)    2,277,202      2,651,559
                                     -----------   -----------    -----------
                                     $12,526,000   $12,352,000    $12,549,000
                                     ===========   ===========    ===========
</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.

                                        22
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS


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

<TABLE>
<CAPTION>
                                                    June 30,
                                          ----------------------------
                                             2000             1999
                                          -----------      -----------
  <S>                                     <C>              <C>
  Deferred income tax liabilities:
   Tax operating leases                   $24,746,116      $32,747,022
   Deferred selling expenses                2,411,499        3,760,334
                                          -----------      -----------
     Total liabilities                     27,157,615       36,507,356
                                          -----------      -----------

  Deferred income tax assets:
   Allowances and reserves               (  1,947,213)    (  3,025,280)
   Minimum tax credits/carryforwards     (    759,459)    (  1,750,000)
   Depreciation other than on
    operating leases                     (    532,791)    (    463,264)
   State income taxes                    (  1,178,757)    (    726,250)
                                          -----------      -----------
     Total assets                        (  4,418,220)    (  5,964,794)
                                          -----------      -----------
  Net deferred income taxes                22,739,395       30,542,562
  Income taxes payable (receivable)         7,531,536     (  1,137,000)
                                          -----------      -----------
  Net deferred income tax liabilities     $30,270,931      $29,405,562
                                          ===========      ===========
</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,
                                             ------------------------
                                             2000      1999      1998
                                             ----      ----      ----
  <S>                                        <C>       <C>       <C>
  Federal statutory rate                     35.0%     35.0%     35.0%
  State tax, net of federal benefit           4.6       4.6       4.6
  Other                                     ( 1.1)    ( 1.1)    (  .1)
                                             ----      ----      ----
    Effective rate                           38.5%     38.5%     39.5%
                                             ====      ====      ====
</TABLE>

Note 5 - Capital Structure:
---------------------------
In  September 1986, the Board of Directors and stockholders  approved  an
increase  in  the  number  of  authorized  shares  of  Common  Stock   to
40,000,000.  The  Board of Directors and stockholders further  authorized
the  issuance of 2,500,000 shares of preferred stock, from time to  time,
in  one  or  more  series  and  to fix the voting  powers,  designations,
preferences and the relative participating, optional or other rights,  if
any, of any wholly unissued series of preferred stock.

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

In  November  1995, the Company's stockholders approved the  1995  Equity
Participation Plan (the "1995 Plan") which succeeds the 1985  Plan.   The
1995  Plan  provides  for the granting of options, restricted  stock  and
stock  appreciation  rights  ("SARs") to  key  employees,  directors  and
consultants  of the Company. Under the 1995 Plan, the maximum  number  of
shares of Common Stock that may be issued upon the exercise of options or
SARs,  or upon the vesting of restricted stock awards, is 1,000,000.  The
maximum  number of available shares of Common Stock will increase  by  an
amount  equal to 1% of the total number of issued and outstanding  shares
of Common

                                      23
<PAGE>
                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS

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>
                                            As of June 30,
                    ------------------------------------------------------------
                           2000                  1999                1998
                    -------------------  -------------------   -----------------
                               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       1,015,600    $ 8.35     938,350   $ 7.49    993,900  $ 6.97

Granted              149,000     11.80     195,250    14.19     64,750   17.18
Exercised         (    4,300)     8.69  (   55,300)    7.75   ( 78,100)   8.36
Canceled          (   37,300)    12.40  (   62,700)   14.27   ( 42,200)   8.26
                   ---------    ------   ---------   ------    -------  ------
Options
 outstanding at
 the end of
 the year          1,123,000    $ 8.67   1,015,600   $ 8.35    938,350  $ 7.49
                   =========    ======   =========   ======    =======  ======
Options
 exercisable         776,450               688,750             656,466
                   =========             =========             =======
Weighted
 average
 fair value of
 options granted   $     4.97            $    5.95             $  6.07
                   ==========            =========             =======
</TABLE>

<TABLE>
<CAPTION>
                                       As of June 30, 2000
                   -----------------------------------------------------------
                           Options outstanding            Options exercisable
                   -----------------------------------  ----------------------
                                 Weighted
                                  average
                                 remaining    Weighted                Weighted
                                contractual   average                 average
    Range of         Number        life       exercise     Number     exercise
 exercise prices   outstanding  (in years)     price     exercisable   price
----------------   -----------  ----------    --------   -----------  --------
<S>                   <C>            <C>       <C>         <C>         <C>
$ 3.50  - $ 3.50      309,000         .21      $ 3.50      309,000     $ 3.50
  6.00  -   7.875     253,866        3.30        7.40      230,866       7.35
  8.00  -  10.50      170,834        4.25        9.53      148,334       9.60
 11.375 -  17.75      389,300        8.28       13.23       88,250      13.37
-----------------   ---------        ----      ------      -------     ------
$ 3.50  - $17.75    1,123,000        4.32      $ 8.67      776,450     $ 6.93
=================   =========        ====      ======      =======     ======
</TABLE>

                                      24
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS


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 years ended June 30,
                                 2000            1999            1998
                             --------------------------------------------
<S>                           <C>             <C>             <C>
Net earnings                  $20,009,330     $19,729,875     $19,219,626
Proforma compensation cost   (    274,212)   (    166,955)   (     48,266)
                              -----------     -----------     -----------
Proforma net earnings         $19,735,118     $19,562,920     $19,171,360
                              ===========     ===========     ===========
Proforma Basic EPS            $      1.70     $      1.65     $      1.62
                              ===========     ===========     ===========
Proforma Diluted EPS          $      1.65     $      1.59     $      1.55
                              ===========     ===========     ===========
</TABLE>

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

The  fair  value of each grant is estimated on the grant date  using  the
Black-Scholes  option  pricing model with the following  weighted-average
assumptions used for grants in 2000, 1999 and 1998.

<TABLE>
<CAPTION>
                            For the years ended June 30,
                              2000      1999      1998
                              -------------------------
<S>                          <C>       <C>       <C>
Risk free interest rate       6.25%     5.88%     5.47%
Option life (in years)           5         5         5
Dividend yield                1.60%     1.00%     1.00%
Volatility                   43.90%    42.23%    33.29%
</TABLE>

Note 6 - Commitments and Contingencies:
---------------------------------------
Leases
------
The  Company  leases its corporate offices under operating  leases  which
expire  in  fiscal  2002  and 2003. Rent expense  was  $972,276,  (2000),
$995,075 (1999) and $774,165 (1998).

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

<TABLE>
<CAPTION>
          Years ending                        Future minimum
            June 30,                          lease payments
          ------------                        --------------
              <S>                               <C>
              2001                              $  904,535
              2002                               1,100,120
              2003                                 690,703
                                                ----------
                                                $2,695,358
                                                ==========
</TABLE>

                                       25
<PAGE>

                             AMPLICON, INC.

                      NOTES TO FINANCIAL STATEMENTS


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

401(k) Plan
-----------
Employees  of  the  Company  may  participate  in  a  voluntary   defined
contribution plan (the "401K Plan") qualified under Section 401(k) of the
Internal  Revenue Code of 1986. Under the 401K Plan, employees  who  have
met  certain age and service requirements may contribute up to a  certain
percentage  of  their compensation.  The Company has  made  contributions
during  the  years  ended  June 30, 2000, 1999,  and  1998  of  $118,521,
$105,379 and $107,172, respectively.

Note 7- Selected Quarterly Financial Data (Unaudited):
------------------------------------------------------
Summarized quarterly financial data for the fiscal years ended  June  30,
2000 and 1999 is as follows:

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

     2000
--------------
<S>                           <C>           <C>           <C>        <C>
Total revenues                $14,457       $20,340       $19,858    $25,459
Gross profit                   10,934        13,169        12,759     12,516
Net earnings                  $ 4,318       $ 5,285       $ 5,337    $ 5,069

Basic earnings per
 common share                 $   .36       $   .46       $   .46    $   .44
Diluted earnings per
 common share                 $   .35       $   .44       $   .45    $   .43

Dividends declared per
 common share                 $   .04       $   .04       $   .04    $   .04
</TABLE>

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

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

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

Dividends declared per
 common share                 $   .04       $   .04       $   .04    $   .04
</TABLE>
                                       26
<PAGE>
                             AMPLICON, INC.

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

None.

                                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 27, 2000 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 27, 2000, 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 27, 2000 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 27, 2000 with the Securities and Exchange Commission pursuant  to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

                                      27
<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   31-33

(b)  Reports on Form 8-K
     There were no reports on Form 8-K filed during the fourth quarter of
     fiscal 2000.

                                       28
<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: October 9, 2000
      -------------------
      S. Leslie Jewett

                            POWER OF ATTORNEY

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

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

      Signature                     Title                        Date
--------------------    --------------------------------    ---------------
Patrick E. Paddon/s/    President, Chief Executive          October 9, 2000
--------------------
Patrick E. Paddon        Officer and Director

Glen T. Tsuma/s/        Vice President, Treasurer, Chief    October 9, 2000
----------------
Glen T. Tsuma            Operating Officer and Director

S. Leslie Jewett/s/     Chief Financial  Officer            October 9, 2000
-------------------
S. Leslie Jewett

Michael H. Lowry/s/     Director                            October 9, 2000
-------------------
Michael H. Lowry

Harris Ravine/s/        Director                            October 9, 2000
----------------
Harris Ravine

                                      29
<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, 1998:
---------------
<S>                   <C>          <C>          <C>          <C>
Allowance for
 doubtful accounts    $1,695,442   $        -   $        -   $1,695,442
Allowance for
 valuation of
 unguaranteed
 residual value       $1,394,274   $        -   $  120,481   $1,273,793

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

Year ended
 June 30, 2000:
---------------
Allowance for
 doubtful accounts    $2,658,131   $1,277,000   $  990,338   $2,944,793
Allowance for
 valuation of
 unguaranteed
 residual value       $2,816,276   $  233,054   $1,653,947   $1,395,329
</TABLE>

Note:  The  allowance for doubtful accounts includes balances related  to
receivables, capital leases and operating leases described in Notes 1,  2
and 3 of the Notes to Financial Statements.

                                        30
<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)

                                       31
<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)

                                      32
<PAGE>

                             AMPLICON, INC.

                            INDEX TO EXHIBITS

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

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

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

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

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

 10.21         Amendment One to Business Loan Agreement, dated as
               of December 20, 1999, between the Company and Bank
               of America (incorporated by reference to Exhibit 10.21
               to the Registrant's December 31, 1999 Form 10-Q)

                                       33
<PAGE>