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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
1. Name and Address of Reporting Person(s)
Abrahams, Robert J.
2525 East Camelback Road, Suite 500
Phoenix, Arizona 85016
2. Issuer Name and Ticker or Trading Symbol
Ugly Duckling Corporation (UGLY)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Statement for Month/Year
10/96&
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[X] Director [ ] 10% Owner [ ] Officer (give title below)
[ ] Other (specify below)
Director
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of
action action or Disposed of (D) Securities Indirect
Date Code A Beneficially D Beneficial
(Month/ or Owned at or Ownership
Day/Year) Code V Amount D Price End of Month I
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<S> <C> <C> <C> <C><C> <C> <C> <C>
Common Stock-unchanged 8,244!# D Direct
Common Stock 10/30/96& P& 200 & A $15.00& 700 I by Spouse &
</TABLE>
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<TABLE>
<CAPTION>
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6)
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1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number of Derivative 6)Date Exercisable and
Security or Exercise action action Securities Acquired (A) Expiration Date
Price of Date Code or Disposed of (D)
Derivative
Security Code V A D Exercisable Expiration
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<S> <C> <C> <C> <C> <C> <C> <C>
NONE
<CAPTION>
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11)
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1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of
Security action of Underlying of Deri- Derivative Indirect
Date Securities vative Securities D Beneficial
Amount or Security Beneficially or Ownership
Number of Owned at I
Title Shares End of Month
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<S> <C> <C> <C> <C> <C> <C> <C>
NONE
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<FN>
Explanation of Responses:
& Reporting person's wife owns these shares of UGLY Common Stock. On 2/12/99
UGLY was informed of the 200 shares that were purchased on 10/30/96. This
statement is a delinquent report as to the 10/30/96 purchase of 200 shares
by the reporting person's wife. Ending balance of 700 shares is based on
the 4/30/98 balance of 500 shares of UGLY Common Stock plus the purchase of
200 shares during 10/96 (500 + 200 = 700)
# Ending balance consists, in part, of 6,244 shares of UGLY restricted Common
Stock issued under the UGLY Director's Incentive Plan in 6/96 at a price
per share of approximately $15.00. These shares vest 33% per year. 2/28/99
ending balance of 8,244 shares is based on the 4/30/98 ending balance of
6,244 shares of UGLY Common Stock plus the purchase of 2,000 shares during
5/98 (6,244 + 2,000 =8,244)
! On 5/18/98 purchased 2,000 shares of UGLY Common Stock at $9.1875 per share
through reporting person's "IRA."
@ Power of Attorney is included and made a part of this filing.
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/s/ JUDITH A. BOYLE
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By: Judith A. Boyle
@ Attorney-in-Fact
For: Robert J. Abrahams
DATE: March 4, 1999
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POWER OF ATTORNEY
(R. Abrahams)
I hereby appoint Steven P. Johnson, Judith A. Boyle and Steven D. Pidgeon,
and each of them, attorney-in-fact for me, each with full power of substitution,
to prepare, execute and deliver on my behalf reports required to be filed by me
pursuant to Section 16 of the Securities Exchange Act of 1934, as amended
("Section 16"), and Rule 144 and Rule 145 under the Securities Act of 1933
(singly or collectively ("Rule 144")). Among other things, each attorney-in-fact
is authorized to file original reports (either electronically or otherwise),
signed by me or on my behalf, on Forms 3, 4 and 5, and Form 144 with the
Securities and Exchange Commission, and to provide any necessary copies of such
signed forms to The NASDAQ Stock Market and Ugly Duckling Corporation as
required by the rules under Section 16 and Rule 144 as in effect from time to
time.
This power of attorney is effective from the date hereof until September 1,
1999, unless earlier revoked or terminated.
/s/ ROBERT J. ABRAHAMS
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Robert J. Abrahams
Dated: May 5, 1998
