content: <PAGE>
  
  
  
  
  
  
                        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): July 17, 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 incorporation)       File Number)         Identification
                                      Number)
  
              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.  Attached  hereto  as Exhibit 99 is a copy  of  Ugly
  Duckling Corporation's press release dated July 17, 1997 titled "Ugly Duckling
  Corporation  to  Purchase  Secured  Bank  Debt  of  First Merchants Acceptance
  Corporation."
  
  Item  7.    Financial Statements, Pro Forma Financial Information and Exhibits
       a)          Financial  Statements  of  Businesses  Acquired
       Not  applicable
  
       b)          Pro  Forma  Financial  Information
            Not  applicable
  
       c)          Exhibits
  
  Exhibit  Number          Description
  ---------------          -----------
       99     Ugly Duckling Corporation press release dated July 17, 1997 titled
  "Ugly  Duckling  Corporation  to Purchase Secured Bank Debt of First Merchants
  Acceptance  Corporation."
  
  
                           SIGNATURES
  
  Purusant  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  thereunto  duly  authorized.
  
                      UGLY  DUCKLING  CORPORATION
                           (Registrant)
  
  Date: July 17, 1997      /s/  Steven  Johnson
                           --------------------
                           Steven  Johnson
                           Vice  President  and
                           General  Counsel
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
  
                                   EXHIBIT INDEX
                                   -------------
  
  <TABLE>
  <CAPTION>
  
  EXHIBIT NUMBER  DESCRIPTION
  --------------  ---------------------------------
  <C>             <S>
  
              99  Press Release Dated July 17, 1997
  </TABLE>
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 2830}]
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": "000-20841", "film-number": "97642557"}, "business-address": {"street1": "2525 E. CAMELBACK #1150", "street2": "STE 1150", "city": "PHOENIX", "state": "AZ", "zip": "85016", "phone": "602/852-66"}, "mail-address": {"street1": "2525 E CAMELBACK RD", "street2": "STE 1150", "city": "PHOENIX", "state": "AZ", "zip": "85016"}}
text: 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): July 17, 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 incorporation)       File Number)         Identification
                                      Number)
  
              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)
  Item  5.    Other Events.  Attached  hereto  as Exhibit 99 is a copy  of  Ugly
  Duckling Corporation's press release dated July 17, 1997 titled "Ugly Duckling
  Corporation  to  Purchase  Secured  Bank  Debt  of  First Merchants Acceptance
  Corporation."
  
  Item  7.    Financial Statements, Pro Forma Financial Information and Exhibits
       a)          Financial  Statements  of  Businesses  Acquired
       Not  applicable
  
       b)          Pro  Forma  Financial  Information
            Not  applicable
  
       c)          Exhibits
  
  Exhibit  Number          Description
  ---------------          -----------
       99     Ugly Duckling Corporation press release dated July 17, 1997 titled
  "Ugly  Duckling  Corporation  to Purchase Secured Bank Debt of First Merchants
  Acceptance  Corporation."
  
                           SIGNATURES
  
  Purusant  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  thereunto  duly  authorized.
  
                      UGLY  DUCKLING  CORPORATION
                           (Registrant)
  
  Date: July 17, 1997      /s/  Steven  Johnson
                           --------------------
                           Steven  Johnson
                           Vice  President  and
                           General  Counsel
  EXHIBIT INDEX
                                   -------------
  EXHIBIT NUMBER  DESCRIPTION
  --------------  ---------------------------------
  99  Press Release Dated July 17, 1997