WORLD ACCEPTANCE CORP
SC 13D/A, 1998-04-02
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

                    INFORMATION TO BE INCLUDED IN STATEMENTS
                 FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
                     THERETO FILED PURSUANT TO RULE 13d-2(a)
                               (AMENDMENT NO. 1)1

                          WORLD ACCEPTANCE CORPORATION
    ---------------------------------------------------------------------------
                                (Name of Issuer)

                           COMMON STOCK, NO PAR VALUE
    ---------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    981419104
    ---------------------------------------------------------------------------
                                 (CUSIP Number)

                GEORGE R. WHITTEMORE, MILLS VALUE ADVISER, INC.,
          707 EAST MAIN STREET, RICHMOND, VIRGINIA 23219 (804) 344-3804
    ---------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices 
                              and Communications)

                                 MARCH 18, 1998
    ---------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

             If the filing person has  previously  filed a statement on Schedule
    13G to report the acquisition  that is the subject of this Schedule 13D, and
    is filing this  schedule  because of Rule  13d-1(e),  13d-1(f) or  13d-1(g),
    check the following box |_|.

             Note:  Schedules  filed  in paper  format  shall  include  a signed
    original and five copies of the schedule,  including all exhibits.  See Rule
    13d-7(b) for other parties to whom copies are to be sent.


                         (Continued on following pages)

                               (Page 1 of 7 Pages)



- ----------------
             1The  remainder  of this  cover  page  shall  be  filled  out for a
    reporting  person's  initial filing on this form with respect to the subject
    class of securities, and for any subsequent amendment containing information
    which would alter disclosures provided in a prior cover page.

             The information  required on the remainder of this cover page shall
    not be deemed to be "filed" for the purpose of Section 18 of the  Securities
    Exchange Act of 1934,  as amended (the "Act"),  or otherwise  subject to the
    liabilities  of that  section  of the Act but shall be  subject to all other
    provisions of the Act (however, see the Notes).



<PAGE>



    -------------------------                        --------------------------
       CUSIP No. 981419104         SCHEDULE 13D          Page 2 of 7 Pages
    -------------------------                        --------------------------

    ------- -------------------------------------------------------------------
    1       NAME OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            James T. Martin
    ------- -------------------------------------------------------------------
    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*      (a)      |_|
                                                                   (b)      |_|
            Not Applicable
    ------- -------------------------------------------------------------------
    3       SEC USE ONLY


    ------- -------------------------------------------------------------------
    4       SOURCE OF FUNDS*

            PF
    ------- -------------------------------------------------------------------
    5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
            TO ITEM 2(d) or 2(e)                                            |_|

            Not Applicable
    ------- -------------------------------------------------------------------
    6       CITIZENSHIP OR PLACE OF ORGANIZATION

            Bermuda
    ----------------------- ------- -------------------------------------------
          NUMBER OF         7       SOLE VOTING POWER

            SHARES                  1,140,000
                            ------- -------------------------------------------
                            8       SHARED VOTING POWER
         BENEFICIALLY
                                    -0-
                            ------- -------------------------------------------
        OWNED BY EACH       9       SOLE DISPOSITIVE POWER

          REPORTING                 -0-
                            ------- -------------------------------------------
                            10      SHARED DISPOSITIVE POWER
         PERSON WITH
                                    -0-
    ----------------------- ------- -------------------------------------------
    11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            1,140,000
    ------- -------------------------------------------------------------------
    12      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
            SHARES*                                                         [ ]
            Not Applicable
    ------- -------------------------------------------------------------------
    13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            6.0%
    ------- -------------------------------------------------------------------
    14      TYPE OF REPORTING PERSON*

            IN
    ------- -------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>



                                 AMENDMENT NO. 1
                                       TO
                                  SCHEDULE 13D
                                       FOR
                                 JAMES T. MARTIN

         This  Amendment  No. 1 hereby amends and  supplements  the Schedule 13D
(the  "Schedule  13D") dated December 23, 1997 filed by James T. Martin with the
Securities and Exchange  Commission on or about January 13, 1998 with respect to
the common stock, no par value per share, of World Acceptance Corporation.

Item 1.  Security and Issuer

         This  Amendment  No. 1 relates  to the common  stock,  no par value per
         share ("Common Stock"), of World Acceptance Corporation,  108 Frederick
         Street, Greenville, SC 29607 (the "Issuer").


Item 2.  Identity and Background

         (A)      James T. Martin

         (B)      Tuppeny House
                  Tuckerstown, Bermuda

         (C)      James T. Martin is a lecturer, author and consultant.

         (D)      During  the past  five  years,  James T.  Martin  has not been
                  convicted  in  a  criminal   proceeding,   excluding   traffic
                  violations or similar misdemeanors.

         (E)      During  the past five  years,  James T.  Martin has not been a
                  party to a civil  proceeding  of a judicial or  administrative
                  body of competent  jurisdiction  and has not been subject to a
                  judgment,  decree or final order enjoining  future  violations
                  of, or prohibiting or mandating activities subject to, federal
                  or state securities laws or finding any violation with respect
                  to such laws.

         (F)      James T.  Martin is a citizen  of  Bermuda  (subject  of Great
                  Britain).

                                Page 3 of 7 Pages

<PAGE>

Item 3.  Source and Amount of Funds and Other Consideration

         The  total  amount  of the  funds  used in  making  the  purchases  was
         $7,361,208,  of which $1,042,445  represent purchases since the date of
         the Schedule 13D. The sources of the funds used in making the purchases
         were personal funds.


Item 4.  Purpose of Transaction

         James T. Martin has  purchased  shares of Common  Stock for  investment
         purposes.

         There are no plans or  proposals  which  James T.  Martin may have that
         relate to or would result in:

         (A)      The acquisition by any person of additional  securities of the
                  Issuer, or the disposition of securities of the Issuer, except
                  as otherwise disclosed herein;

         (B)      An  extraordinary  corporate  transaction,  such as a  merger,
                  reorganization or liquidation,  involving the Issuer or any of
                  its subsidiaries;

         (C)      A sale or  transfer  of a  material  amount  of  assets of the
                  Issuer or of any of its subsidiaries;

         (D)      Any change in the present  board of directors or management of
                  the Issuer,  including  any plans or  proposals  to change the
                  number or term of directors or to fill any existing  vacancies
                  on the board;

         (E)      Any material change in the present  capitalization or dividend
                  policy of the Issuer;

         (F)      Any  other  material  change  in  the  Issuer's   business  or
                  corporate structure;

         (G)      Changes  in  the  Issuer's  charter,   bylaws  or  instruments
                  corresponding  thereto or other  actions  which may impede the
                  acquisition of control of the Issuer by any person;

         (H)      Causing a class of  securities  of the  Issuer to be  delisted
                  from  a  national  securities  exchange  or  to  cease  to  be
                  authorized to be 

                                Page 4 of 7 Pages
<PAGE>

                  quoted in an  inter-dealer  quotation  system of a  registered
                  national securities association;

         (I)      A class of equity  securities of the Issuer becoming  eligible
                  for termination of registration  pursuant to Section  12(g)(4)
                  of the Securities Exchange Act of 1934, as amended; or

         (J)      Any action similar to any of those enumerated above.


Item 5.  Interest in Securities of the Issuer

         (A)      The   aggregate   number  and   percentage   of  Common  Stock
                  beneficially owned by James T. Martin are 1,140,000 Shares and
                  6.0%, respectively.

         (B)      James T.  Martin  has the sole  power to vote or to direct the
                  vote of all the shares  identified  pursuant to Item 5(a). Mr.
                  Martin  does not have any power to  dispose  or to direct  the
                  disposition  of all the  shares  identified  pursuant  to Item
                  5(a).

         (C)      Transactions  in the  securities  identified  pursuant to Item
                  5(a) since the date of the Schedule 13D are as follows:

      Beneficial       Trans.         Amount of       Price Per      Where/How
         Owner          Date         Transaction        Share        Effected
         -----          ----         -----------        -----        --------

      J.T. Martin     12/24/97          $55,540         $5.55      Open Market
      J.T. Martin     12/26/97          $55,321         $5.53      Open Market
      J.T. Martin     12/31/97         $111,728         $5.59      Open Market
      J.T. Martin      1/15/98         $495,545         $5.33      Open Market
      J.T. Martin      3/12/98         $106,731         $5.34      Open Market
      J.T. Martin      3/13/98         $107,212         $5.36      Open Market
      J.T. Martin      3/16/98          $53,755         $5.38      Open Market
      J.T. Martin      3/18/98          $56,613         $5.66      Open Market


         (D)      Not applicable.

         (E)      Not applicable.

                                Page 5 of 7 Pages
<PAGE>

Item 6.  Contracts, Arrangements, Understandings or  Relationships with  Respect
         to Securities of the Issuer

         None


Item 7.  Material to be Filed as Exhibits

         None


                                Page 6 of 7 Pages

<PAGE>



                                   SIGNATURES

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify  that the  information  set forth in this  statement  on Schedule 13D is
true, complete and correct.


                                            James T. Martin



Date:  March 18, 1998                       /s/ James T. Martin
                                            -----------------------------------
                                            James T. Martin




Attention: Intentional  misstatements  or omissions of fact  constitute  Federal
           criminal violations (see 18 U.S.C. 1001).



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