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 1, 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  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS
  
       On  April  1,  1997, Ugly Duckling Corporation (the "Company") acquired a
  significant  portion  of  the  assets  of  E-Z Plan, Inc., a Texas corporation
  ("Seller"), relating to the business conducted by Seller in San Antonio, Texas
  described below.  Prior to the acquisition, Seller was engaged in the business
  of  selling  and  financing  used motor vehicles at dealerships located in San
  Antonio,  Texas  and  in  other locations in the state of Texas which were not
  acquired.  The acquired assets consist primarily of a portfolio of installment
  sales  contracts  held  by  Seller  and  secured by vehicles sold by Seller or
  affiliates of Seller, the inventory of vehicles (excluding repossessions) held
  for  retail  sale  by  Seller  in  its San Antonio dealerships, and furniture,
  leasehold   improvements,   fixtures,  equipment,  supplies  and  intellectual
  property  relating  to the business conducted by Seller in San Antonio, Texas.
  Leasehold  interests  held  by  Seller  in  facilities  located outside of San
  Antonio,  Texas,  as  well  as  furniture,  fixtures,  and  equipment  at such
  facilities,  and  certain other assets were excluded from the acquisition.  In
  connection with the acquisition, the Company also assumed selected liabilities
  of  Seller  consisting  primarily  of equipment leases and service agreements.
  The  purchase price for the assets acquired was approximately $26.3 million in
  cash.    This  purchase  price  is  subject  to  adjustment  based  upon final
  determination  of  the  book  value,  as  of  the  closing date, of the assets
  acquired.    The acquisition was effected by the Company through Ugly Duckling
  Car  Sales Texas, L.L.P., an Arizona limited liability partnership ("Car Sales
  Texas"),  a newly-formed entity, the general partner of which is Ugly Duckling
  Car  Sales, Inc. and the limited partner of which is UDRAC Rentals, Inc., both
  wholly-owned  subsidiaries  of the Company.  The Company obtained the money to
  make  the  acquisition  from working capital and funds acquired from a private
  placement  of  common  stock  of  the  Company effected in February 1997.  The
  Company  intends  to  continue  the  business acquired through Car Sales Texas
  using  its  own  business  practices.
  
       In  connection  with the acquisition, Car Sales Texas also leased certain
  facilities previously used by Seller in connection with its business conducted
  in  San  Antonio,  Texas.    Four facilities owned by affiliates of Seller and
  utilized  by Seller in its business as car dealerships have been leased by Car
  Sales  Texas  at  market  rates  for a ten-year term with a ten-year extension
  option.    Car Sales Texas has assumed the existing leases on three additional
  facilities  previously  leased  by Seller from third party lessors and used in
  its business conducted in San Antonio, Texas as car dealerships.  The terms of
  these  leases  expire  in  February of 1999, June of 1999, and August of 2000.
  Finally,  a  facility  owned  by an affiliate of Seller and previously used as
  offices  by  Seller has been leased to Car Sales Texas on a quarter-to-quarter
  basis  with  rentals  at  market  rates.
  
  ITEM  7.     FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
       (a)          Financial  Statements  of  Business  Acquired.
  
       It  is  impractical  to provide the required financial information at the
  time  of  filing this report. The required financial information will be filed
  by  amendment  to  this  Form  8-K  not  later  than  June  16,  1997.
  
  
  <PAGE>
       (b)          Pro  Forma  Financial  Information.
  
  It  is  impractical to provide the required pro forma financial information at
  the time  of filing this report.  The required pro forma financial information
  will  be  filed  by  amendment  to this Form 8-K not later than June 16, 1997.
  
       (c)          Exhibits
  
       Exhibit  Number          Description
  
       2.1            Agreement of Purchase and Sale of Assets dated as of March
  5,  1997  (1)
  ___________________
  
          (1)          Incorporated  by  reference  to  Exhibit No. 10.28 to the
  Company's  Annual  Report  on  Form  10-K for the year ended December 31, 1996
  (File  No.  0-20841)  filed  on  March  31,  1997.    The Company will furnish
  supplementally a copy of any omitted schedule to the Agreement of Purchase and
  Sale  of  Assets  to  the  Commission  upon  request.
  
  
                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  
  <PAGE>
  
  
  
                                    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  11,  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": 6109}]
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": "97581117"}, "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 1, 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  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS
  
       On  April  1,  1997, Ugly Duckling Corporation (the "Company") acquired a
  significant  portion  of  the  assets  of  E-Z Plan, Inc., a Texas corporation
  ("Seller"), relating to the business conducted by Seller in San Antonio, Texas
  described below.  Prior to the acquisition, Seller was engaged in the business
  of  selling  and  financing  used motor vehicles at dealerships located in San
  Antonio,  Texas  and  in  other locations in the state of Texas which were not
  acquired.  The acquired assets consist primarily of a portfolio of installment
  sales  contracts  held  by  Seller  and  secured by vehicles sold by Seller or
  affiliates of Seller, the inventory of vehicles (excluding repossessions) held
  for  retail  sale  by  Seller  in  its San Antonio dealerships, and furniture,
  leasehold   improvements,   fixtures,  equipment,  supplies  and  intellectual
  property  relating  to the business conducted by Seller in San Antonio, Texas.
  Leasehold  interests  held  by  Seller  in  facilities  located outside of San
  Antonio,  Texas,  as  well  as  furniture,  fixtures,  and  equipment  at such
  facilities,  and  certain other assets were excluded from the acquisition.  In
  connection with the acquisition, the Company also assumed selected liabilities
  of  Seller  consisting  primarily  of equipment leases and service agreements.
  The  purchase price for the assets acquired was approximately $26.3 million in
  cash.    This  purchase  price  is  subject  to  adjustment  based  upon final
  determination  of  the  book  value,  as  of  the  closing date, of the assets
  acquired.    The acquisition was effected by the Company through Ugly Duckling
  Car  Sales Texas, L.L.P., an Arizona limited liability partnership ("Car Sales
  Texas"),  a newly-formed entity, the general partner of which is Ugly Duckling
  Car  Sales, Inc. and the limited partner of which is UDRAC Rentals, Inc., both
  wholly-owned  subsidiaries  of the Company.  The Company obtained the money to
  make  the  acquisition  from working capital and funds acquired from a private
  placement  of  common  stock  of  the  Company effected in February 1997.  The
  Company  intends  to  continue  the  business acquired through Car Sales Texas
  using  its  own  business  practices.
  
       In  connection  with the acquisition, Car Sales Texas also leased certain
  facilities previously used by Seller in connection with its business conducted
  in  San  Antonio,  Texas.    Four facilities owned by affiliates of Seller and
  utilized  by Seller in its business as car dealerships have been leased by Car
  Sales  Texas  at  market  rates  for a ten-year term with a ten-year extension
  option.    Car Sales Texas has assumed the existing leases on three additional
  facilities  previously  leased  by Seller from third party lessors and used in
  its business conducted in San Antonio, Texas as car dealerships.  The terms of
  these  leases  expire  in  February of 1999, June of 1999, and August of 2000.
  Finally,  a  facility  owned  by an affiliate of Seller and previously used as
  offices  by  Seller has been leased to Car Sales Texas on a quarter-to-quarter
  basis  with  rentals  at  market  rates.
  
  ITEM  7.     FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
       (a)          Financial  Statements  of  Business  Acquired.
  
       It  is  impractical  to provide the required financial information at the
  time  of  filing this report. The required financial information will be filed
  by  amendment  to  this  Form  8-K  not  later  than  June  16,  1997.
  (b)          Pro  Forma  Financial  Information.
  
  It  is  impractical to provide the required pro forma financial information at
  the time  of filing this report.  The required pro forma financial information
  will  be  filed  by  amendment  to this Form 8-K not later than June 16, 1997.
  
       (c)          Exhibits
  
       Exhibit  Number          Description
  
       2.1            Agreement of Purchase and Sale of Assets dated as of March
  5,  1997  (1)
  ___________________
  
          (1)          Incorporated  by  reference  to  Exhibit No. 10.28 to the
  Company's  Annual  Report  on  Form  10-K for the year ended December 31, 1996
  (File  No.  0-20841)  filed  on  March  31,  1997.    The Company will furnish
  supplementally a copy of any omitted schedule to the Agreement of Purchase and
  Sale  of  Assets  to  the  Commission  upon  request.
  
                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
  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  11,  1997                        By:      /s/   Steven T. Darak
       Steven  T.  Darak
  Chief  Financial  Officer,  Senior  Vice  President,  and
  Treasurer