UGLY DUCKLING CORP
8-K, 1997-04-22
PERSONAL CREDIT INSTITUTIONS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(D) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934


       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 21, 1997

                           UGLY DUCKLING CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                              20841                         86-0721358
(STATE  OR  OTHER                    (COMMISSION                 (IRS EMPLOYER
JURISDICTION  OF                  FILE NUMBER)          IDENTIFICATION NUMBER)
INCORPORATION)

            2525 EAST CAMELBACK ROAD, SUITE 1150, PHOENIX, AZ 85016
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

      REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (602) 852-6600

                                     NONE
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

<PAGE>
ITEM  5.          OTHER  EVENTS.

     On  April  21,  1997,  Ugly  Duckling  Corporation  (Nasdaq  NM:  "UGLY")
announced that it has completed the registration of 5,413,144 shares of common
stock.    Of  those shares, 5,075,500 were originally sold in February 1997 to
institutional  investors  in  a private placement, and 337,644 were previously
sold  to  an  institutional investor.  Since the registration statement covers
the  resale  of  shares  previously  issued  by  the Company, the Company will
receive  no  proceeds.
A  copy  of  the Prospectus may be obtained from the offices of  Ugly Duckling
Corporation,  2525  East Camelback Road, Suite 1150, Phoenix, AZ  85016, (602)
852-6600.
Headquartered  in  Phoenix,  Arizona,  Ugly  Duckling Corporation operates the
largest publicly held chain of "buy-here/pay-here" used car dealerships in the
United  States  and  underwrites,  finances,  and  services retail installment
contracts generated from the sale of used cars by its dealerships and by third
party  used  car  dealers  located in selected markets throughout the country.
                                     *****
     The  above  narrative  includes  statements  which may constitute forward
looking statements made pursuant to the safe harbor provisions of the Privates
Securities  Litigation  Reform  Act  of  1995.  Forward  looking  statements
inherently  involve risks and uncertainties that could cause actual results to
differ  materially  from  the  forward looking statements.  Factors that would
cause  or  contribute  to  such  differences  include, but are not limited to,
factors  detailed  in the section entitled "Risk Factors" and elsewhere in the
Company's  Prospectus  dated April 21, 1997 and in Ugly Duckling Corporation's
other  Securities  and  Exchange  Commission  filings.

                                  SIGNATURES

        Pursuant  to  the requirements of the Securities Exchange Act of 1934,
the  Company  has  duly  caused  this report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                             UGLY  DUCKLING  CORPORATION
                                                   (Registrant)

Dated:  April  21,  1997                 By: /s/  Steven T. Darak
                                             ---------------------------------
                                             Steven T. Darak
                                             Chief Financial Officer, 
                                             Senior Vice President, and
                                             Treasurer


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