8-K/A

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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                              ___________________



                                   FORM 8-K/A
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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                                 MARCH 12, 2002
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)


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                             COMPUCREDIT CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        GEORGIA                      0-25751                     58-2336689
(STATE OF INCORPORATION)     (COMMISSION FILE NUMBER)         (I.R.S. EMPLOYER
                                                             IDENTIFICATION NO.)

                     245 PERIMETER CENTER PARKWAY, SUITE 600

                             ATLANTA, GEORGIA 30346

           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                                 (770) 206-6200

              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         (a)(1)(i) On March 12, 2002, Ernst & Young LLP advised CompuCredit's
audit committee that, following completion of its audit of CompuCredit's
financial statements as of, and for the year ended, December 31, 2001, it would
resign as CompuCredit's independent auditors.

         (ii) Ernst & Young's reports on CompuCredit's financial statements for
the years ended December 31, 2000 and 1999 did not contain an adverse opinion or
a disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.

         (iii) Regulation S-K Item 304(a)(1)(iii) is not applicable.

         (iv) During the fiscal years ended December 31, 2000 and 2001, and the
subsequent interim period ended March 20, 2002, there have not been any
disagreements between CompuCredit and Ernst & Young on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Ernst &
Young, would have caused it to make reference to the subject matter of the
disagreements in connection with its reports, except as follows:

                  (A) CompuCredit generally finances its credit card receivables
         through securitizations. In the fourth quarter of 2001, CompuCredit
         sold two subordinate interests in its securitizations for net proceeds
         of approximately $26 million. The aggregate "face" amount of these two
         interests was approximately $36 million. CompuCredit expected to
         amortize the discount as interest expense over the remaining life of
         the securitizations. During its audit of 2001, Ernst & Young indicated
         that CompuCredit should record the discount as a loss upon the sale of
         the interests in accordance with FASB Statement No. 140. Based upon its
         review of applicable accounting literature, a complete review of the
         facts and circumstances surrounding the transactions, and extensive
         discussions with Ernst & Young, CompuCredit agrees with the accounting
         treatment proposed by Ernst & Young, and CompuCredit's 2001 financial
         statements will reflect that treatment.

                  (B) During its audit of 2001, Ernst & Young advised
         CompuCredit that the sale during the fourth quarter of 2001 of the two
         subordinated interests at a discount required CompuCredit to adjust the
         market interest rate utilized by CompuCredit to value all of its
         retained interests in the securitizations as of December 31, 2001.
         Based upon its review of applicable accounting literature, a complete
         review of the facts and circumstances surrounding the transactions, and
         extensive discussions with Ernst & Young, CompuCredit agreed that the
         discount rate utilized to value the retained interests should be
         changed.

         With respect to both of these matters, CompuCredit's audit committee
discussed the underlying substantive issues with Ernst & Young and Ernst & Young
has been authorized to respond fully to inquiries of any successor auditor
concerning these matters.

         (v)      Regulation S-K Item 304(a)(1)(v) is not applicable.

         (a)(2)   CompuCredit has commenced the process of retaining new
independent auditors. That process is not yet complete.

         (a)(3)   CompuCredit provided Ernst & Young with a copy of the
disclosures contained in Item 4(a)(1) above. Ernst & Young's response is
attached hereto as Exhibit 16

         (b)      CompuCredit has commenced the process of retaining new
independent auditors. That process is not yet complete.




                                   SIGNATURES

         Pursuant to the requirements of Section 12 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.


                                         CompuCredit Corporation


                                         By:      /s/ Rohit Kirpalani
                                            -------------------------------
                                                  Secretary



Dated:  March 20, 2002

EX-16

EXHIBIT 16



ERNST & YOUNG               Ernst & Young LLP              Phone: (404) 874-8300
                            Suite 2800                     www.ey.com
                            600 Peachtree Street
                            Atlanta, Georgia 30308-2215





March 20, 2002


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Gentlemen:

We have read Item 4 of Form 8-K/A dated March 20, 2002, of CompuCredit
Corporation and are in agreement with the statements contained in paragraphs
(a)(1)(i) through (v) and (a)(3) therein. We have no basis to agree or disagree
with other statements of the registrant contained therein.


                                            /s/ Ernst & Young LLP




       Ernst & Young LLP is a member of Ernst & Young International, Ltd.