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

                                 FORM 10-K
(Mark One)

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
                              [Fee Required]
                                     
   For the fiscal year ended June 30, 1998

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

  For the transition period from                    to

                      Commission File number 0-15641

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

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

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

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

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

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

Indicate  by  check  mark  whether  the Registrant:  (1)  has filed all 
reports  required to be filed by Section 13 or 15(d) of the  Securities
and  Exchange Act of 1934 during the preceding 12 months (or  for  such
shorter  period that the Registrant was required to file such reports),
and  (2)  has been subject to such filing requirements for the past  90
days.
            Yes _______X________     No________________

Indicate  by check mark if disclosure of delinquent filers pursuant  to
Item  405  of Regulation S-K is not contained herein, and will  not  be
contained,  to the best of Registrant's knowledge, in definitive  proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. _________________________

The aggregate market value of the Common Stock held by nonaffiliates of
the Registrant as of September 11, 1998 was $54,747,134.

   Number of shares outstanding as of September 11, 1998:
                   Common Stock 11,833,518
                                     
                    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

Item 2.  Properties                                                      5

Item 3.  Legal Proceedings                                               5

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

PART II

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

Item 6.  Selected Financial Data                                         6

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

Item 8.  Financial Statements and Supplementary Data                 10-25

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

PART III

Item 10. Directors and Executive Officers of the Registrant             26

Item 11. Executive Compensation                                         26

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

Item 13. Certain Relationships and Related Transactions                 26

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports
              on Form 8-K                                               26

Signatures                                                              27
Schedule II                                                             28
Exhibit Index                                                        29-31

                                   1
<PAGE>
                              AMPLICON, INC.
                                     
                                  PART I
                                     
ITEM 1. BUSINESS

General

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

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

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

      Other  Electronic  Equipment.  Advances in  microcomputer technology
have also  expanded  the scope  of other  electronic equipment utilized by
Amplicon's existing and targeted customer base.  Amplicon leases and sells
telecommunications  equipment,  computer  automated  design  and  computer
automated  manufacturing  ("CAD/CAM")  equipment,  and  office  automation
equipment.   The  telecommunications  equipment  leased  by  the   Company
consists   primarily  of  digital  private  branch  equipment,   switching
equipment and voice mail systems manufactured by AT&T Corporation, Siemens
Business  Communications Systems, Inc. and ITT Corporation, and  generally
costs  between  $50,000 and $500,000. The CAD/CAM systems  leased  by  the
Company include those produced by IBM, HP, Intergraph Corporation and  Sun
Microsystems, Inc. and cost between $50,000 and $700,000 per  system.  The
Company also leases imaging systems, testing equipment, copying equipment,
retail point-of-sale systems and bank automatic teller machines.

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

                                   2
<PAGE>
                              AMPLICON, INC.
                                     
General (continued)

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

Marketing Strategy

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

      The  Company  implemented its current marketing system after  having
determined  that a centralized telemarketing program would  be  more  cost
effective  than  field  sales representatives. The  use  of  telemarketing
techniques rather than field sales representatives has enabled the Company
to  limit  selling, general and administrative expenses to  seven  percent
(7%)  or  less of revenues during each of its last five fiscal years  and,
consequently, allows the Company to offer more competitive  rates  to  its
customers.

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

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

Leasing and Sales Activities

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

                                   3
<PAGE>
                              AMPLICON, INC.
                                     
Leasing and Sales Activities (Continued)

      The  Company conducts its leasing business in a manner  designed  to
conserve its working capital and minimize its credit exposure. The Company
does  not  purchase  property until it has received a noncancelable  lease
from  its  customer and, generally, has determined that the lease  can  be
discounted  with  a bank or financial institution on a nonrecourse  basis.
Accordingly, a substantial portion of the Company's leases are  discounted
to  banks  or  finance companies on a nonrecourse basis at fixed  interest
rates that reflect the customers' financial condition. Approximately 92.2%
and  68.3%  of the total dollar amount of new leases entered into  by  the
Company   during  the  fiscal  years  ended  June  30,  1998   and   1997,
respectively,  were discounted to financial institutions.  The  lender  to
which  a  lease  has  been assigned has no recourse against  the  Company,
unless the Company is in default of the terms under the agreement by which
a  lease was assigned to the lender. The lender to which a lease has  been
assigned  may  take title to the leased property in the event  the  lessee
fails to make lease payments or initiates certain other defaults under the
terms  of  the  lease.  If this occurs, the Company may  not  realize  its
residual investment in the leased property.
                                     
      From  time  to time, the Company retains in its own portfolio  lease
transactions that meet credit standards set by the Company.  Some of these
transactions  are entered into when the value of the underlying  property,
or  the  credit  profile  of the lessee, would  not  be  acceptable  to  a
financial  institution for purposes of making a nonrecourse  loan  to  the
Company.   Each  of  these  transactions  must  meet  or  exceed   certain
profitability requirements as established, on a case by case basis, by the
Company's  senior  management. In addition, the Company invests  in  lease
transactions  which the Company believes could be placed at a  later  date
with  nonrecourse lenders on a lease-by-lease basis or in a portfolio debt
placement  or  securitization.  At June 30, 1998 and 1997, the  discounted
minimum  lease  payments receivable relative to leases maintained  in  the
Company's portfolio amounted to $62,749,612 and $63,366,848, respectively.
                                     
Customers

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

Competition

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

Employees

      The  Company, as of June 30, 1998, had 236 employees, including  153
sales  managers  and  account executives and 13 professionals  engaged  in
finance and credit. None of the Company's employees are represented  by  a
labor  union.  The Company believes that its relations with its  employees
are satisfactory.

                                   4
<PAGE>
                              AMPLICON, INC.

ITEM 2. PROPERTIES

      At June 30, 1998, Amplicon occupied approximately 49,000 square feet
of  office  space  in  Santa Ana, California leased from  an  unaffiliated
party.  The  lease  which covers this office space  provides  for  monthly
rental  payments  which  average $77,224 from July 1998  through  February
2003.

ITEM 3. LEGAL PROCEEDINGS

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

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

      None.
                                     
                                  PART II
                                     
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

                                                       High       Low
Fiscal year ended June 30, 1998

First Quarter.........................................$16.25    $11.945

Second Quarter.........................................17.25     15.25

Third Quarter..........................................24.00     16.50

Fourth Quarter.........................................24.00     11.875

Fiscal year ended June 30, 1997

First Quarter.........................................$ 9.375   $ 8.00

Second Quarter.........................................10.5625    9.1875

Third Quarter..........................................11.625    10.25

Fourth Quarter.........................................12.00     11.125

      The Company  had  approximately  40 stockholders of  record  and  in
excess of 500 beneficial owners as of September 11, 1998.

      In  September  1994, after considering the Company's  profitability,
liquidity  and future operating cash requirements, the Board of  Directors
authorized a regular quarterly cash dividend policy.  During each  of  the
fiscal years ended June 30, 1998, 1997 and 1996 the Company declared  cash
dividends totaling $.16, $.10 and $.10, respectively, per common share.

                                   5
<PAGE>
                              AMPLICON, INC.
                                     
ITEM 6. SELECTED FINANCIAL DATA

      The following table sets forth selected financial data and operating
information of the Company.  Common share data has been adjusted  for  the
Company's  2-for-1  common stock split effective October  17,  1997.   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        1998      1997      1996      1995      1994
                             ----      ----      ----      ----      ----
                               (in thousands, except per share amounts)
<S>                        <C>       <C>       <C>       <C>       <C>     
Revenues:
 Sales of equipment        $267,972  $261,082  $224,818  $178,413  $156,740
 Interest and investment
  income                     45,101    37,151    31,141    25,794    24,357
 Rental income                  716     1,657     1,280     2,313       263
                           --------  --------  --------  --------  --------
Total revenues              313,789   299,890   257,239   206,520   181,360
Gross profit                 51,092    47,058    39,280    32,751    29,453
Earnings before income
 taxes                       31,769    26,017    21,480    19,088    17,352

Net earnings               $ 19,220  $ 15,740  $ 12,996  $ 11,548  $ 11,019
                           ========  ========  ========  ========  ========
COMMON SHARE DATA

Basic earnings per share   $   1.63  $   1.35  $   1.11  $    .99  $    .95
                           ========  ========  ========  ========  ========
Diluted earnings per
 share                     $   1.55  $   1.31  $   1.09  $    .96  $    .91
                           ========  ========  ========  ========  ========

Weighted average number of
 common shares outstanding   11,800    11,689    11,698    11,720    11,698

Diluted number of common
 shares outstanding          12,368    12,021    11,894    11,986    12,057

Cash dividends per share   $    .16  $    .10  $    .10  $    .10  $      -
                           ========  ========  ========  ========  ========

SELECTED ANNUAL GROWTH RATES
Sales of equipment                3%       16%       26%       14%       12%
Total revenues                    5        17        25        14        11
Net interest and investment
 income                          26        29        14        (4)        4
Gross profit                      9        20        20        11        13
Net earnings                     22        21        13         5        13
Basic earnings per share         21        21        13         4        13

                                             AS OF JUNE 30,
                           ------------------------------------------------
BALANCE SHEET DATA           1998      1997      1996      1995      1994
                           --------  --------  --------  --------  --------
                                 (in thousands, except per share data)

Total assets               $512,605  $488,915  $461,749  $402,100  $384,584
Note payable to bank              -    10,000         -         -    10,000
Nonrecourse debt            269,769   262,516   279,109   238,614   225,746
Stockholders' equity        135,945   117,754   102,665    91,364    80,875
Book value per common
 share                     $  11.49  $  10.02  $   8.79  $   7.79  $   6.91
</TABLE>

                                   6
<PAGE>
                              AMPLICON, INC.
                                     
ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND
          RESULTS OF OPERATIONS

Results of Operations

Fiscal Years Ended June 30, 1998 and 1997

      REVENUES.  Total revenues  for the  fiscal  year ended June 30, 1998
were $313,789,037, an increase of  $13,898,559 or 5% from the  prior year.
This change was primarily the result of increases in sales of equipment of
$6,890,030  and interest  income of $8,004,374.  The increase in sales  of
equipment  was  primarily  due  to  a 4% increase in sales from  new lease
transactions  offset  by  a 6% decrease  in  sales revenue  from  residual
investments.   Interest income for the fiscal year  ended  June  30,  1998
increased  to $44,519,284 as compared to $36,514,910 for the  fiscal  year
ended  June  30,  1997, and included interest income on  discounted  lease
rentals  assigned  to  lenders (which is offset  by  interest  expense  on
nonrecourse  debt) of $22,439,529 in the fiscal year ended June  30,  1998
versus  $19,130,121 for the prior year. Investment income for fiscal  year
ended  June  30,  1998  decreased by $55,200 to $581,524  as  compared  to
$636,724  in  the  prior  year  primarily  as  a  result  of  the  Company
maintaining lower investment balances throughout fiscal year 1998.

      While total revenues for the year ended June 30, 1998 were up, total
revenues  for  the  fourth quarter ended June 30, 1998 decreased  15%,  or
$12,574,091 to $69,735,625 compared to the fourth quarter ended  June  30,
1997.   This decrease was due to a $14,453,174 drop in sales of  equipment
offset by a $2,276,756 increase in interest income.  This decline in sales
of equipment reflected a 21% decrease in sales from new lease transactions
and  a  19% decrease in sales revenue from lease extensions and  sales  of
leased property.

      Net  interest  income (interest and investment income less  interest
expense  on  discounted lease rentals assigned to lenders) for the  fiscal
year  ended  June 30, 1998 increased by $4,639,766, or 26%, to $22,661,279
as  compared to $18,021,513 for fiscal year ended June 30, 1997. This  net
increase resulted primarily from higher recognition of net deferred income
and  higher interest income from Amplicon's portfolio of lease receivables
and residuals.

      Rental  income for the fiscal year ended June 30, 1998  of  $716,153
decreased by $940,645 as compared to the fiscal year ended June 30,  1997,
as a result of decreases in the volume of short-term lease renewals.
                                     
      GROSS  PROFIT. Gross profit for the fiscal year ended June 30,  1998
increased by $4,034,044, or 9%, to $51,091,701 compared to $47,057,657 for
the  fiscal year ended June 30, 1997. Gross profit as a percent  of  total
revenues increased to 16.3% of total revenues for fiscal 1998 compared  to
15.7%  of  total revenues for the prior year.  The principal  factor  that
contributed  to the increase in gross profit was the 26% increase  in  net
interest  income  described above offset by a 7% decline in  gross  profit
from lease extensions and leased property sales during the fiscal year and
lower profits from new lease transactions.

      SELLING,  GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general  and
administrative expenses as a percentage of total revenues  were  6.1%  for
the  fiscal  year ended June 30, 1998 as compared to 6.9% for  the  fiscal
year ended June 30, 1997. Selling, general and administrative expenses for
the  fiscal year ended June 30, 1998 decreased by $1,587,492, or 7.6%,  as
compared  to  the prior year. This decrease is the result of lower  legal,
salary and benefit expenses.

      INTEREST EXPENSE-OTHER. Interest expense-other was $85,733  for  the
year  ended June 30, 1998 as compared to $216,182 for the year ended  June
30,  1997.  The  decrease of $130,449 was primarily the  result  of  lower
fiscal  year  1998 interest assessments made as the result  of  regulatory
audits with various federal, state and local agencies.

      TAXES. The Company's tax rate was 39.5% for each of the fiscal years
ended  June 30, 1998 and 1997 representing its estimated annual tax  rates
for each respective year.
                                     
                                   7
<PAGE>                                     
                              AMPLICON, INC.

Fiscal Years Ended June 30, 1997 and 1996

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

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

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

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

      INTEREST EXPENSE-OTHER. Interest expense-other was $216,182 for  the
year  ended June 30, 1997 as compared to $246,590 for the year ended  June
30, 1996. The decrease of $30,408 was primarily the result of lower fiscal
year  1997  interest assessments made as the result of  regulatory  audits
with various federal, state and local agencies.

      TAXES. The Company's tax rate was 39.5% for each of the fiscal years
ended  June 30, 1997 and 1996 representing its estimated annual tax  rates
for each respective year.
                                     
Liquidity and Capital Resources

      The  Company funds its operating activities through nonrecourse debt
and  internally generated funds. Capital expenditures for leased  property
purchases are primarily financed by assigning the lease payments to  banks
or  other  financial institutions. The lease payments  are  discounted  at
fixed  rates such that the lease payments are sufficient to fully amortize
the  aggregate  outstanding debt. The Company does not  purchase  property
until  it  has  received  a noncancelable lease  from  its  customer  and,
generally,  has  determined  that  the  lease  can  be  discounted  on   a
nonrecourse   basis.  At  June  30,  1998,  the  Company  had  outstanding
nonrecourse  debt  aggregating $269,769,090  relating  to  property  under
capital  and operating leases. In the past, the Company has been  able  to
obtain  adequate nonrecourse funding commitments, and the Company believes
it will be able to do so in the future.

                                   8
<PAGE>                                     
                              AMPLICON, INC.

      From time to time,  the Company retains leases in its own  portfolio
rather  than  assigning the leases to financial institutions.  During  the
fiscal  year 1998, the Company decreased its net investment in  leases  by
$617,236.  This decrease was primarily due to fewer new lease transactions
being held in the Company's own lease portfolio.

      The  Company  generally  funds  its  equity  investments  in leased
property and  interim  purchases  with internally generated funds and, if
necessary, borrowings under a $20,000,000 general line of credit. At June
30, 1998, the Company did not have any borrowings on this line of credit.

      In  November 1990, the Board of Directors authorized management,  at
its discretion, to repurchase up to 600,000 shares of the Company's Common
Stock. During the year ended June 30, 1998, the Company did not repurchase
any  Common  Stock.  During  the year ended June  30,  1997,  the  Company
repurchased  10,000  shares  at  an aggregate  cost  of  $81,875.   As  of
September   11,   1998,  121,356  shares  remain  available   under   this
authorization.

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

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

Year 2000

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

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

      The  Company  has  substantially completed  its  assessment  of  its
internal  hardware and major software application programs and  determined
that  the  Company  is in material compliance with most  of  its  internal
systems. For those systems in noncompliance, the Company is in the process
of  either upgrading  or replacing those systems to current Y2K compliance
standards.  The costs associated with this program are not anticipated  to
be  material  and should fall within normal operating costs of maintaining
those systems.

      Management believes that the Company's internal systems will  be  in
substantial  compliance with the Y2K problems prior to the Year  2000  and
that  the Company should not have a material business risk as a result  of
this  issue.  The  Company  is  in the process  of  monitoring  its  major
suppliers, service providers, debt sources and customers, over  which  the
Company  has  no  control, to determine that they address  their  own  Y2K
issues.  If  appropriate modifications are not made by them  on  a  timely
basis,  the Company's operations and financial results could be  adversely
affected.

Forward-Looking Statements

      This  document  contains  forward-looking statements  which  involve
management  assumptions, risks and uncertainties.  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 in the forward-looking statements.

                                   9
<PAGE>                                     
                              AMPLICON, INC.
                                     
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

                                                           Page Number
                                                           -----------
Report of Independent Public Accountants                        11

Balance Sheets at June 30, 1998 and 1997                        12

Statements of Earnings for the years ended
 June 30, 1998, 1997 and 1996                                   13

Statements of Stockholders' Equity for the
 years ended June 30, 1998, 1997 and 1996                       14

Statements of Cash Flows for the years
 ended June 30, 1998, 1997 and 1996                             15

Notes to Financial Statements                                16-25

                                   10
<PAGE>
                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                                     
To the Board of Directors and Stockholders of
Amplicon, Inc.:

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

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

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

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

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

                                                    ARTHUR ANDERSEN LLP

Irvine, California
July 31, 1998

                                   11
<PAGE>                                    
                              AMPLICON, INC.
                                     
                              BALANCE SHEETS
                                     
<TABLE>
<CAPTION>
                                                          June 30,
                                               -----------------------------
ASSETS                                             1998             1997
                                               ------------     ------------
<S>                                            <C>              <C>
Cash and cash equivalents (Note 1)             $ 15,192,477     $  5,779,960
Net receivables (Note 2)                         87,228,472       87,743,287
Inventories, primarily customer deliveries
 in process                                       2,500,352        1,558,063
Net investment in capital leases (Note 3)       109,148,826      103,961,072
Equipment on operating leases, less
 accumulated depreciation of $29,708 (1998)
 and $117,262 (1997)                                      -            1,512
Other assets                                      1,308,140        1,189,067
Discounted lease rentals assigned to
 lenders (Note  3)                              297,226,530      288,682,289
                                               ------------     ------------
                                               $512,604,797     $488,915,250
                                               ============     ============
LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
 Note payable to bank (Note 4)                 $          -     $ 10,000,000
 Accounts payable                                25,766,493       27,608,587
 Accrued liabilities                              8,037,617        5,928,825
 Customer deposits                                8,174,972        6,072,248
 Nonrecourse debt (Note 3)                      269,769,090      262,515,988
 Deferred interest income (Note 5)               27,457,440       26,166,301
 Net deferred income (Note 5)                     7,436,294        5,819,424
 Income taxes payable, including
  deferred taxes (Note 6)                        30,018,030       27,049,601
                                               ------------     ------------
                                                376,659,936      371,160,974
                                               ------------     ------------ 

Commitments and contingencies (Note 8)

Stockholders' equity (Notes 4 & 7):
 Preferred stock; 2,500,000 shares
  authorized; none issued                                 -                - 
 Common stock; $.005 par value; 40,000,000
  shares authorized; 11,830,618 (1998) and
  11,752,518 (1997) issued and outstanding           59,153           58,763
 Additional paid in capital                       6,970,065        6,109,745
 Retained earnings                              128,915,643      111,585,768
                                               ------------     ------------   
                                                135,944,861      117,754,276
                                               ------------     ------------
                                               $512,604,797     $488,915,250
                                               ============     ============
</TABLE>

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

                                   12                                     
<PAGE>                                     
                              AMPLICON, INC.
                                     
                          STATEMENTS OF EARNINGS
                                     
<TABLE>
<CAPTION>
                                              Years ended June 30,
                                   ------------------------------------------
                                       1998           1997           1996
                                   ------------   ------------   ------------
<S>                                <C>            <C>            <C>
Revenues:
 Sales of equipment                $267,972,076   $261,082,046   $224,818,111
 Interest income (Notes 1, 3 & 5)    44,519,284     36,514,910     30,272,545
 Investment income                      581,524        636,724        868,456
 Rental income                          716,153      1,656,798      1,279,928
                                   ------------   ------------   ------------
                                    313,789,037    299,890,478    257,239,040
                                   ------------   ------------   ------------

Costs:
 Cost of equipment sold             240,229,320    233,591,971    200,531,313
 Interest expense on nonrecourse
  debt (Notes 1, 3 & 5)              22,439,529     19,130,121     17,162,307
 Depreciation of equipment on
  operating leases                       28,487        110,729        265,486
                                   ------------   ------------   ------------
                                    262,697,336    252,832,821    217,959,106
                                   ------------   ------------   ------------

Gross profit                         51,091,701     47,057,657     39,279,934

Selling, general and
 administrative expenses             19,237,342     20,824,834     17,553,715

Interest expense-other                   85,733        216,182        246,590
                                   ------------   ------------   ------------
Earnings before income taxes         31,768,626     26,016,641     21,479,629

Income taxes (Note 6)                12,549,000     10,277,000      8,484,000
                                   ------------   ------------   ------------
Net earnings                       $ 19,219,626   $ 15,739,641   $ 12,995,629
                                   ============   ============   ============
Basic earnings per common share    $       1.63   $       1.35   $       1.11
                                   ============   ============   ============
Diluted earnings per common share  $       1.55   $       1.31   $       1.09
                                   ============   ============   ============
Dividends declared per common
 share outstanding                 $        .16   $        .10   $        .10
                                   ============   ============   ============
Weighted average number of common
 shares outstanding                  11,800,206     11,688,980     11,697,694
                                   ============   ============   ============
Diluted number of common shares
 outstanding                         12,367,752     12,021,488     11,893,952
                                   ============   ============   ============
</TABLE>

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

                                   13
<PAGE>                                     
                              AMPLICON, INC.
                                     
                    STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>                                                                                
                                                        Investment
                                Additional              securities
               Common Stock     paid in      Retained   valuation
             Shares    Amount   capital      earnings   adjustment    Total
           ------------------   ----------  ----------- ---------- ------------
<S>        <C>         <C>      <C>         <C>           <C>      <C>
Balance,
June 30,
1995       11,735,918  $58,680  $6,091,910  $ 85,191,545  $21,542  $ 91,363,677

Shares
issued -
   Stock
   options
   exer-
   cised       12,000       60      41,940             -        -        42,000

Shares re-
purchased (    70,000)(    350)(   546,563)            -        - (     546,913)

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

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

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

Balance,
June 30,
1996       11,677,918   58,390   5,587,287    97,017,263    1,596   102,664,536

Shares
issued -
  Stock
  options
  exer-
  cised        84,600      423     604,283             -        -       604,706


Shares re-
purchased  (   10,000)(     50)(    81,825)            -        - (      81,875)

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

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

Net
earnings            -        -           -    15,739,641        -    15,739,641
            ---------  -------  ----------  ------------  -------  ------------
Balance,
June 30,
1997       11,752,518   58,763   6,109,745   111,585,768        -   117,754,276

Shares
issued -
  Stock
  options
  exer-
  cised        78,100      390     652,875            -         -       653,265

Income
tax
benefit
from
exercise
of non-
qualified
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  $59,153  $6,970,065  $128,915,643  $     -  $135,944,861
           ==========  =======  ==========  ============  =======  ============
</TABLE>

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

                                   14
<PAGE>
                              AMPLICON, INC.
                                     
                         STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>                                     
                                              Years ended June 30,
                                  --------------------------------------------
                                      1998            1997            1996
CASH FLOWS FROM OPERATING         ------------    ------------    ------------
 ACTIVITIES:
<S>                               <C>             <C>             <C>
Net earnings                      $ 19,219,626    $ 15,739,641    $ 12,995,629
Adjustments to reconcile net
 earnings to cash flows used for
 operating activities:
 Depreciation                           28,487         110,729         265,486
 Sale or lease of equipment
  previously on operating
  leases, net                                -               -         106,076
 Interest accretion of estimated
  unguaranteed residual values   (   5,893,522)  (   4,634,756)  (   3,471,891)
 Estimated unguaranteed residual
  values recorded on leases      (  11,550,576)  (  12,439,845)  (  11,622,505)
 Interest accretion of net
  deferred income                (   4,233,252)  (   3,862,195)  (   2,351,292)
 Increase in net deferred
  income                             5,850,122       5,402,116       6,065,845
 Net increase (decrease) in
  income taxes payable,
  including deferred taxes           3,175,874       7,542,529   (     862,378)
 Net decrease (increase) in
  net receivables                      514,815   (  28,965,862)  (   4,818,201)
 Net (increase) decrease in
  inventories                    (     942,289)        898,130       3,195,017
 Net increase (decrease) in
  accounts payable and accrued
  liabilities                          266,698      19,253,668   (   1,850,239)
                                  ------------    ------------    ------------
Net cash provided by
 (used for) operating
 activities                          6,435,983   (     955,845)  (   2,348,453)
                                  ------------    ------------    ------------

CASH FLOWS FROM INVESTING
 ACTIVITIES:
 Purchases of
  available-for-sale
  securities                     ( 180,997,695)  ( 235,370,644)  ( 221,323,828)
 Proceeds from sale of
  available-for-sale
  securities                       180,997,695     236,551,015     229,365,713
 Net decrease (increase) in
  minimum lease payments
  receivable                           617,236   (  22,190,647)  (  21,570,280)
  Purchase of equipment on
   operating leases              (      26,975)  (      77,674)  (     370,119)
  Net (increase) decrease in
   other assets                  (     119,073)        247,470   (      41,502)
  Decrease in estimated
   unguaranteed residual values     11,639,108      11,248,836       7,286,531
                                  ------------    ------------    ------------
Net cash provided by (used for)
 investing activities               12,110,296   (   9,591,644)  (   6,653,485)
                                  ------------    ------------    ------------

CASH FLOWS FROM FINANCING
 ACTIVITIES:
 Assignment of discounted
  lease rentals                              -               -      12,120,298
  (Payment) borrowing on note
   payable                       (  10,000,000)     10,000,000               -
 Payments to repurchase
  common stock                               -   (      81,875)  (     546,913)
 Increase (decrease) in
  customer deposits                  2,102,724   (   1,638,603)        859,133
 Dividends to stockholders       (   1,889,751)  (   1,171,136)  (   1,169,911)
 Proceeds from exercise of
  stock options                        653,265         604,706          42,000
                                  ------------    ------------    ------------
Net cash (used for) provided
 by financing activities         (   9,133,762)      7,713,092      11,304,607
                                  ------------    ------------    ------------
NET CHANGE IN CASH AND CASH
 EQUIVALENTS                         9,412,517   (   2,834,397)      2,302,669

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                 5,779,960       8,614,357       6,311,688
                                  ------------    ------------    ------------

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                    $ 15,192,477    $  5,779,960    $  8,614,357
                                  ============    ============    ============
SUPPLEMENTAL SCHEDULE OF
 NONCASH INVESTING AND
 FINANCING ACTIVITIES
Increase (decrease) in lease
 rentals assigned to lenders
 and related nonrecourse debt     $  7,253,102   ($ 20,531,979)   $ 40,495,045
                                  ============    ============    ============ 
SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION
Cash paid during the year for:
 Interest                         $     85,733    $    216,182    $    246,590
                                  ============    ============    ============
 Income taxes                     $  9,373,126    $  2,734,471    $  9,346,378
                                  ============    ============    ============
</TABLE>
                                     
                  The accompanying notes are an integral
                    part of these financial statements.

                                   15
<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
                      THREE YEARS ENDED JUNE 30, 1998
                                     
Note 1 - Summary of Significant Accounting Policies:
Nature of Operations

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

Basis of Presentation

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

Cash and Cash Equivalents

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

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

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

At  the time of closing capital leases, the Company records on its balance
sheet  the present value of the lease receivable as minimum lease payments
receivable and, if appropriate, the estimated residual value of the leased
property.  The  Company  typically assigns, on a  nonrecourse  basis,  the
noncancelable  lease rentals to financial institutions at  fixed  interest
rates.  When  leases  are  assigned  to  financial  institutions,  without
recourse,  the  discounted value of the lease rentals is recorded  on  the
balance sheet as discounted lease rentals assigned to lenders. The related
obligation  resulting from the discounting of the leases  is  recorded  as
nonrecourse  debt. In the event of default by a lessee, the lender  has  a
first lien against the underlying leased property with no further recourse
against  the  Company.  If this occurs, the Company may  not  realize  its
residual investment in the leased property.

                                   16
<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
Effective  January 1, 1997, the Company has adopted Statement of Financial
Accounting  Standards No. 125, "Accounting for Transfers and Servicing  of
Financial  Assets  and Extinguishments of Liabilities" ("SFAS  No.  125").
Under  the  requirements  set  forth in SFAS  No.  125,  the  Company  has
accounted  for  qualifying transfers of financial assets occurring  on  or
after  January  1,  1997  by derecognizing all  assets  sold.   Qualifying
transfers  which  occurred prior to January 1, 1997  were  precluded  from
adoption  of  SFAS No. 125 and the discounted value of the  lease  rentals
have been recognized as discounted lease rentals assigned to lenders.

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

  Operating Leases

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

Inventories

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

Common Stock

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

Earnings Per Share

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

                                   17
<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                              Years ended June 30,
                                   --------------------------------------  
                                       1998          1997          1996
                                   -----------   -----------   -----------
<S>                                <C>           <C>           <C>
Net earnings                       $19,219,626   $15,739,641   $12,995,629
                                   ===========   ===========   ===========
Weighted average number of
 common shares outstanding
 assuming no exercise of
 outstanding options                11,800,206    11,688,980    11,697,694
Dilutive stock options
 using the treasury stock
 method                                567,546       332,508       196,258
                                   -----------   -----------   -----------
                                    12,367,752    12,021,488    11,893,952
                                   ===========   ===========   ===========
Basic earnings per common share    $      1.63   $      1.35   $      1.11
                                   ===========   ===========   ===========
Diluted earnings per share         $      1.55   $      1.31   $      1.09
                                   ===========   ===========   ===========
</TABLE>

Reclassifications

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

Note 2 - Receivables:

The Company's net receivables consist of the following:

<TABLE>
<CAPTION>
                                                       June 30,
                                             ----------------------------
                                                 1998             1997
                                             -----------      -----------
   <S>                                       <C>              <C>
   Financial institutions                    $ 4,955,428      $ 8,043,353
   In-process lease receivables               69,451,152       68,250,717
   Lessees                                    12,868,990       11,131,001
   Other                                         791,759        1,157,073
                                             -----------      -----------
                                              88,067,329       88,582,144

   Less allowance for doubtful accounts     (    838,857)    (    838,857)
                                             -----------      -----------
   Net receivables                           $87,228,472      $87,743,287
                                             ===========      ===========
</TABLE>

                                   18
<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,  
                                              ------------------------------
                                                  1998              1997
                                              ------------     -------------
  <S>                                         <C>              <C>
  Minimum lease payments receivable,          
   less allowance for doubtful
   accounts of $856,585 in each year          $ 70,266,276      $ 70,992,751
  Estimated unguaranteed residual
   value, less valuation allowance
   of $1,273,793 in 1998 and
   $1,394,274 in 1997                           59,584,083        53,128,404
                                              ------------      ------------  
                                               129,850,359       124,121,155

  Less unearned income                       (  20,701,533)    (  20,160,083)
                                              ------------      ------------
  Net investment in capital leases            $109,148,826      $103,961,072
                                              ============      ============
</TABLE>

The  interest rates used to discount lease payments reflect the underlying
lease rates and range from 7.20% to 14.50%.

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

At  June  30,  1998, 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>
         1999                 $36,000,609     $17,670,433    $ 53,671,042
         2000                  18,064,772      19,024,909      37,089,681
         2001                  10,033,620      15,720,351      25,753,971
         2002                   3,663,364       4,677,977       8,341,341
         2003                   2,483,637       2,451,641       4,935,278
      Thereafter                   20,274          38,772          59,046
                              -----------     -----------    ------------  
                               70,266,276      59,584,083     129,850,359
      Less unearned income   (  7,516,664)   ( 13,184,869)  (  20,701,533)
                              -----------     -----------    ------------
      Net investment in
       capital leases         $62,749,612     $46,399,214    $109,148,826
                              ===========     ===========    ============
</TABLE>
                                     
                                   19
<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
Nonrecourse  debt,  which  relates to the  discounting  of  capital  lease
receivables,  bears  interest  at  rates  ranging  from  5.87%  to  18.5%.
Maturities of such obligations at June 30, 1998 are as follows:

<TABLE>
<CAPTION>
        Years ending                         Capital
          June 30,                            leases
        ------------                       ------------
<S>                                        <C>
           1999                            $125,852,334
           2000                              88,105,252
           2001                              42,632,430
           2002                              10,645,315
           2003                               2,480,703
        Thereafter                               53,056
                                           ------------
Total nonrecourse debt                      269,769,090
Deferred interest income (Note 5)            27,457,440
                                           ------------
Discounted lease rentals assigned
 to lenders                                $297,226,530
                                           ============
</TABLE>

Note 4 - Note Payable to Bank:

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

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

Note 5 - Deferred Interest Income and Net Deferred Income:

At  June  30, 1998, deferred interest income of $27,457,440 is  offset  by
deferred  interest  expense  related to  the  Company's  discounted  lease
rentals assigned to lenders of $27,457,440. See Note 3.

At  June  30,  1998,  the  expected recognition  of  net  deferred  income
(deferred  gross margin of $17,314,989 less deferred selling  expenses  of
$9,878,695) on the Company's future statements of earnings is as follows:

<TABLE>
<CAPTION>
          Years ending
            June 30,
          ------------
             <S>                            <C>
             1999                           $4,676,306
             2000                            2,163,488
             2001                              275,550
             2002                              232,145
             2003                               88,805
                                            ----------
                                            $7,436,294
                                            ==========
</TABLE>

                                   20
<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS

Note 6 - Income Taxes:

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

   The provision for income taxes is summarized as follows:

<TABLE>
<CAPTION>
                                        Years ended June 30,
                              ----------------------------------------
                                  1998           1997          1996
                              -----------    -----------    ----------   
   <S>                        <C>            <C>            <C>
   Current tax expense:
    Federal                   $ 7,697,441    $ 5,407,310    $1,626,390
    State                       2,200,000      1,500,000     1,186,017
                              -----------    -----------    ----------
                                9,897,441      6,907,310     2,812,407
                              -----------    -----------    ----------
 
   Deferred tax expense:
    Federal                     2,620,156      3,177,690     5,460,980
    State                          31,403        192,000       210,613
                              -----------    -----------    ----------
                                2,651,559      3,369,690     5,671,593
                              -----------    -----------    ----------
                              $12,549,000    $10,277,000    $8,484,000
                              ===========    ===========    ==========
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                     June 30, 
                                           ----------------------------
                                              1998             1997
                                           -----------      -----------
   <S>                                     <C>              <C>
   Deferred income tax liabilities:
    Tax operating leases                   $33,353,407      $32,337,212
    Deferred selling expenses                4,050,265        3,794,585
    Payments due                             1,315,834          710,524
                                           -----------      -----------
      Total liabilities                     38,719,506       36,842,321
                                           -----------      -----------

   Deferred income tax assets:
    Allowances and reserves               (  3,968,978)    (  3,093,965)
    Minimum tax credits/carryforwards     (  3,537,117)    (  5,673,009)
    Depreciation other than on
     operating leases                     (    425,381)    (    433,546)
    State income taxes                    (    770,000)    (    592,200)
                                           -----------      -----------
      Total assets                        (  8,701,476)    (  9,792,720)
                                           -----------      -----------
   Net deferred income tax liabilities     $30,018,030      $27,049,601
                                           ===========      ===========
</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,
                                             ------------------------
                                              1998     1997     1996
                                             ------   ------   ------
   <S>                                        <C>      <C>      <C>  
   Federal statutory rate                     35.0%    35.0%    35.0%
   State tax, net of federal benefit           4.6      4.8      4.8
   Other                                     (  .1)   (  .3)   (  .3)
                                              ----     ----     ----
      Effective rate                          39.5%    39.5%    39.5%
                                              ====     ====     ====
</TABLE>

                                   21
<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
Note 7 - Capital Structure:

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

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

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

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

<TABLE>
<CAPTION>
                                   For  the year ended June 30,
                      -------------------------------------------------------
                           1998               1997                1996
                      -----------------  ----------------  ------------------
                               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             993,900  $ 6.97   969,700   $6.61   1,024,100   $6.68
                                                                 
Granted                64,750   17.18   182,000    9.61           -     N/A
Exercised            ( 78,100)   8.36  ( 84,600)   7.14  (   12,000)   3.50
Canceled             ( 42,200)   8.26  ( 73,200)   8.57  (   42,400)   9.27
                      -------  ------   -------   -----   ---------   -----    
Options                                                          
 outstanding at                                 
 the end of the 
 year                 938,350  $ 7.49   993,900   $6.97     969,700   $6.61
                      =======  ======   =======   =====     =======   =====                                                         
Options                                                          
 exercisable          656,466           631,832             601,766
                      =======           =======             =======
Weighted average                                                 
 fair value of
 options granted      $  6.07           $  3.41
                      =======           =======
</TABLE>

                                   22
<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
<TABLE>
<CAPTION>
                            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  - $ 4.125    317,000      2.21       $ 3.50     317,000      $ 3.50
    5.875 -   7.875    287,366      5.46         7.44     190,899        7.22
    8.00  -  10.50     202,634      6.03         9.44     135,567        9.59
   11.375 -  22.75     131,350      9.17        14.24      13,000       11.38
  ----------------     -------      ----       ------     -------      ------
  $ 3.50  - $22.75     938,350      5.00       $ 7.49     656,466      $ 6.00
  ================     =======      ====       ======     =======      ======
</TABLE>

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

<TABLE>
<CAPTION>
                                  For the year ended June 30,
                                    1998              1997
                                -------------------------------
<S>                              <C>               <C>                   
Net earnings                     $19,219,626       $15,739,641
Proforma compensation cost      (     48,266)     (     27,392)
                                 -----------       -----------
Proforma net earnings            $19,171,360       $15,712,249
                                 ===========       ===========
      
Proforma Basic EPS               $      1.62       $      1.34
                                 ===========       ===========                                       

Proforma Diluted EPS             $      1.55       $      1.31
                                 ===========       =========== 
</TABLE>

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

The  fair  value  of each grant is estimated on the grant date  using  the
Black-Scholes  option  pricing model with the  following  weighted-average
assumptions used for grants in 1998 and 1997.

<TABLE>
<CAPTION>                                     
                              For the year ended June 30,
                                   1998       1997
                              ---------------------------
<S>                               <C>        <C>
Risk free interest rate            5.47%      6.40%
Option life (in years)                5          5
Dividend yield                     1.00%      1.00%
Volatility                        33.29%     29.60%
</TABLE>
                               
                                   23
<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
Note 8 - Commitments and Contingencies:

Leases

The  Company  leases its corporate offices under an operating lease  which
expires in fiscal 2003. Rent expense was $774,165 (1998), $604,559  (1997)
and $577,416 (1996).

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

<TABLE>
<CAPTION>
           Years ending                         Future minimum
            June 30,                            lease payments
           ------------                         --------------
              <S>                                 <C>
              1999                                $  819,386
              2000                                   860,843
              2001                                   883,604
              2002                                 1,082,761
              2003                                   691,764
                                                  ----------
                                                  $4,338,358
                                                  ==========
</TABLE>

Litigation

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

401(k) Plan

Employees   of  the  Company  may  participate  in  a  voluntary   defined
contribution plan (the "401K Plan") qualified under Section 401(k) of  the
Internal Revenue Code of 1986. Under the 401K Plan, employees who have met
certain  age  and  service requirements may contribute  up  to  a  certain
percentage  of  their compensation. Beginning in calendar year  1996,  the
Company  increased  their  contribution to the  401K  Plan  on  behalf  of
eligible  participants.   The Company has made  contributions  during  the
years  ended  June  30,  1998, 1997, and 1996 of $107,172,  $131,573,  and
$16,036, respectively.

Note 9- Selected Quarterly Financial Data (Unaudited):

Summarized  quarterly financial data for the fiscal years ended  June  30,
1998 and 1997 is as follows:

<TABLE>
<CAPTION>
                                      Three months ended
                        -----------------------------------------------
                        September 30,  December 31, March 31,  June 30,
                        -------------  ------------ ---------  --------
                            (In thousands, except per share amounts)
     1998
     ----
<S>                        <C>           <C>         <C>       <C>
Total revenues             $80,038       $82,186     $81,829   $69,736
Gross profit                11,153        13,109      13,010    13,820
Net earnings               $ 3,965       $ 5,001     $ 4,809   $ 5,445

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

Dividends declared per
 common share              $   .04       $   .04     $   .04   $   .04
</TABLE>
                                   24  
<PAGE>
                              AMPLICON, INC.
                                     
                       NOTES TO FINANCIAL STATEMENTS
                                     
<TABLE>
<CAPTION>                             
                                      Three months ended
                        -----------------------------------------------
                        September 30,  December 31, March 31,  June 30,
                        -------------  ------------ ---------  --------
                            (In thousands, except per share amounts)

     1997
     ----
<S>                        <C>           <C>         <C>       <C>
Total revenues             $66,457       $74,432     $76,692   $82,309
Gross profit                10,172        11,720      12,629    12,537
Net earnings               $ 3,172       $ 3,837     $ 4,156   $ 4,575

Basic earnings per
 common share              $   .27       $   .33     $   .36   $   .39
Diluted earnings per
 common share              $   .26       $   .32     $   .35   $   .38

Dividends declared per
 common share              $   .025      $   .025    $   .025  $   .025
</TABLE>

                                   25
<PAGE>
                              AMPLICON, INC.

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

Not applicable.

                                 PART III
                                     
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information required by this item is incorporated herein by reference
to  the  Company's definitive proxy statement to be filed not  later  than
October  28, 1998 with the Securities and Exchange Commission pursuant  to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

ITEM 11. EXECUTIVE COMPENSATION

The  information required by this item is incorporated herein by reference
to  the  Company's definitive proxy statement to be filed not  later  than
October 28, 1998, with the Securities and Exchange Commission pursuant  to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information required by this item is incorporated herein by reference
to  the  Company's definitive proxy statement to be filed not  later  than
October  28, 1998 with the Securities and Exchange Commission pursuant  to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information required by this item is incorporated herein by reference
to  the  Company's definitive proxy statement to be filed not  later  than
October  28, 1998 with the Securities and Exchange Commission pursuant  to
Regulation 14A under the Securities Exchange Act of 1934, as amended.

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

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

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

   (2) Financial Statement Schedules:

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

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

    (3) Exhibits:
         See Index to Exhibits filed as part of this Form 10-K   29-31

(b)  Reports on Form 8-K
      There were no reports on Form 8-K filed during the fourth quarter of
fiscal 1998.

                                   26
<PAGE>
                              AMPLICON, INC.
                                     
                                SIGNATURES

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

                              AMPLICON, INC.
                                     
     By   S. Leslie Jewett/s/               Date: September 21, 1998
          ------------------
          S. Leslie Jewett

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

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

     Signature                    Title                           Date
--------------------    --------------------------         ------------------


Patrick E. Paddon/s/                                       September 22, 1998
--------------------    President, Chief Executive
Patrick E. Paddon        Officer and Director

Glen T. Tsuma/s/                                           September 22, 1998
----------------        Vice President, Treasurer, Chief    
Glen T. Tsuma            Operating Officer and Director

S. Leslie Jewett/s/                                        September 21, 1998
-------------------     Chief Financial Officer
S. Leslie Jewett

Michael H. Lowry/s/                                        September 22, 1998
-------------------     Director                         
Michael H. Lowry

Harris Ravine/s/                                           September 24, 1998
----------------        Director
Harris Ravine

                                   27
<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      expense        off          period
---------------         ----------     --------     --------     ----------
Year ended
 June 30, 1996:
---------------
<S>                     <C>            <C>          <C>          <C>
Allowance for
 doubtful accounts      $1,695,442     $      -     $      -     $1,695,442
Allowance for
 valuation of
 unguaranteed
 residual value         $  542,274     $      -     $      -     $  542,274

Year ended
 June 30, 1997:
---------------
Allowance for
 doubtful accounts      $1,695,442     $      -     $      -     $1,695,442
Allowance for
 valuation of
 unguaranteed
 residual value         $  542,274     $852,000     $      -     $1,394,274

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

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

                                   28
<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)

                                    29

                              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)

                                   30
<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)

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

                                   31
<PAGE>