content: 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
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3681}]
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": "97584677"}, "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): 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)
  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