content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  
         Date of Report (Date of earliest event reported): February 22, 2000
  
  
                              UGLY DUCKLING CORPORATION
               (Exact name of registrant as specified in its charter)
  
         Delaware                   000-20841                   86-0721358
  -----------------------      ------------------          -------------------
   (State or other jurisdiction    (Commission               (IRS Employer
       of incorporation)           File Number)            Identification No.)
  
  
  
  
              2525 E. Camelback Road, Suite 500, Phoenix, Arizona 85016
              ---------------------------------------------------------
                 (Address of principal executive offices) (Zip code)
  
  
  
  
         Registrant's telephone number, including area code (602) 852-6600
                                  ----------------
  
  
                                   Not applicable.
         ------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  
  
  <PAGE>
  
  
  
  Item 5.           Other Events
  
  
           Attached   hereto  as  Exhibit   99.1  is  a  copy  of  Ugly   Duckling
  Corporation's  press  release  dated  February  22, 2000 titled  "Ugly  Duckling
  Announces Exchange Offer."
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
  
  
       (c)  Exhibits
  
  EXHIBIT
  NUMBER   DESCRIPTION
  
  99.1 Ugly Duckling  Corporation  Press  Release  dated  February 22, 2000 titled
       "Ugly Duckling Announces Exchange Offer."
  
  
  
  <PAGE>
  
  
                                      SIGNATURE
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                    UGLY DUCKLING CORPORATION
  
  
  Date:    February 22, 2000        By:    /s/ Jon D. Ehlinger
                                       -----------------------------
                                           Vice President, Secretary and
                                           General Counsel
  
  
  <PAGE>
  
  
  
  
  
  
  
  
  EXHIBIT
  NUMBER   DESCRIPTION
  
  99.1 Ugly Duckling  Corporation  Press  Release  dated  February 22, 2000 titled
       "Ugly Duckling Announces Exchange Offer."
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 2615}]
metadata_filer: {"company-data": {"conformed-name": "UGLY DUCKLING CORP", "cik": "0001012704", "assigned-sic": "6141", "irs-number": "860721358", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14759", "film-number": "550804"}, "business-address": {"street1": "2525 E CAMELBACK ROAD", "street2": "STE 500", "city": "PHOENIX", "state": "AZ", "zip": "85016", "phone": "6028526600"}, "mail-address": {"street1": "2525 E CAMELBACK RD", "street2": "STE 1150", "city": "PHOENIX", "state": "AZ", "zip": "85016"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
         Date of Report (Date of earliest event reported): February 22, 2000
  
                              UGLY DUCKLING CORPORATION
               (Exact name of registrant as specified in its charter)
  
         Delaware                   000-20841                   86-0721358
  -----------------------      ------------------          -------------------
   (State or other jurisdiction    (Commission               (IRS Employer
       of incorporation)           File Number)            Identification No.)
  
              2525 E. Camelback Road, Suite 500, Phoenix, Arizona 85016
              ---------------------------------------------------------
                 (Address of principal executive offices) (Zip code)
  
         Registrant's telephone number, including area code (602) 852-6600
                                  ----------------
  
                                   Not applicable.
         ------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  Item 5.           Other Events
  
           Attached   hereto  as  Exhibit   99.1  is  a  copy  of  Ugly   Duckling
  Corporation's  press  release  dated  February  22, 2000 titled  "Ugly  Duckling
  Announces Exchange Offer."
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
  
       (c)  Exhibits
  
  EXHIBIT
  NUMBER   DESCRIPTION
  
  99.1 Ugly Duckling  Corporation  Press  Release  dated  February 22, 2000 titled
       "Ugly Duckling Announces Exchange Offer."
  SIGNATURE
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                    UGLY DUCKLING CORPORATION
  
  Date:    February 22, 2000        By:    /s/ Jon D. Ehlinger
                                       -----------------------------
                                           Vice President, Secretary and
                                           General Counsel
  EXHIBIT
  NUMBER   DESCRIPTION
  
  99.1 Ugly Duckling  Corporation  Press  Release  dated  February 22, 2000 titled
       "Ugly Duckling Announces Exchange Offer."