content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OF 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
  
                  April 20, 2000 (Date of earliest event reported)
  
                              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 East 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.
  
           Ugly Duckling Corporation offered to exchange (the "Exchange Offer") up
  to $27,500,000 principal amount of its 11% Subordinated Debentures due 2007 (the
  "Debentures")  for up to 2,500,000  shares of its Common Stock,  par value $.001
  per share ("Common Stock").  The Exchange Offer terminated on April 13, 2000, at
  5:00 p.m. New York City time.  A total of 1,085,415  shares of Common Stock were
  validly  tendered for exchange  pursuant to the Exchange Offer and were accepted
  by Ugly Duckling  Corporation.  $11,939,565  aggregate  principal  amount of the
  Debentures  were  issued  as of April  20,  2000,  pursuant  to the terms of the
  Exchange  Offer.  The Debentures were approved for listing on the American Stock
  Exchange on April 24, 2000.
  
  
  
                                     SIGNATURES
  
  Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
  Dated: May 3, 2000
  
                                      UGLY DUCKLING CORPORATION
                                            (Registrant)
  
  
  
                                      By:  /S/ JON D. EHLINGER
                                      ------------------------
                                        Jon D. Ehlinger
                                        Secretary and General Counsel
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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": "617831"}, "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 OF 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
  
                  April 20, 2000 (Date of earliest event reported)
  
                              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 East 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.
  
           Ugly Duckling Corporation offered to exchange (the "Exchange Offer") up
  to $27,500,000 principal amount of its 11% Subordinated Debentures due 2007 (the
  "Debentures")  for up to 2,500,000  shares of its Common Stock,  par value $.001
  per share ("Common Stock").  The Exchange Offer terminated on April 13, 2000, at
  5:00 p.m. New York City time.  A total of 1,085,415  shares of Common Stock were
  validly  tendered for exchange  pursuant to the Exchange Offer and were accepted
  by Ugly Duckling  Corporation.  $11,939,565  aggregate  principal  amount of the
  Debentures  were  issued  as of April  20,  2000,  pursuant  to the terms of the
  Exchange  Offer.  The Debentures were approved for listing on the American Stock
  Exchange on April 24, 2000.
  
                                     SIGNATURES
  
  Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
  registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
  undersigned hereunto duly authorized.
  
  Dated: May 3, 2000
  
                                      UGLY DUCKLING CORPORATION
                                            (Registrant)
  
                                      By:  /S/ JON D. EHLINGER
                                      ------------------------
                                        Jon D. Ehlinger
                                        Secretary and General Counsel