10-Q/A

                                                        
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                    Form 10-Q/A
                                  Amendment No. 1
    
[ X ]    QUARTERLY REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         AND EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996

                                       or

[    ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
         AND EXCHANGE ACT of 1934

For the transition period from                        to

                         Commission File Number: 0-19599


                       WORLD ACCEPTANCE CORPORATION 
           (Exact name of registrant as specified in its charter.)



        South Carolina                             57-0425114
(State or other jurisdiction of          (I.R.S. Employer Identification
incorporation or organization)                       Number)


                              108 Frederick Street
                        Greenville, South Carolina 29607
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (864) 298-9800
              (registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter  period than the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                             X       Yes                 No


Indicate the number of shares  outstanding of each of issuer's classes of common
stock, as of the latest practicable date, August 12, 1996.

    Common Stock, no par value                   19,788,073
              (Class)                           (Outstanding)

                                       1




                                                       
                          WORLD ACCEPTANCE CORPORATION
                                AND SUBSIDIARIES

                                TABLE OF CONTENTS



                                                                       Page
PART II - OTHER INFORMATION


   

Item 6.       Exhibits and Reports on Form 8-K                               3


Signatures                                                                   4
    
                                       2

   
    




                                                        
                          WORLD ACCEPTANCE CORPORATION
                                AND SUBSIDIARIES
   
                           PART II. OTHER INFORMATION
   
    
Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits:


   
                                                                                
Exhibit                                                                        
Number        Description                                                     

                                            

27.1       Financial Data Schedule (for SEC purposes only)


    



   
    
                                                        
                          WORLD ACCEPTANCE CORPORATION
                                AND SUBSIDIARIES

                                   SIGNATURES


     Pursuant 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.


                                     WORLD ACCEPTANCE CORPORATION



   
Dated:  August 27, 1996                  /s/ C. D. Walters
    
                                     ---------------------
   
                                     C. D. Walters, Chairman, 
                                     and Chief Executive Officer
    


   
Dated:  August 27, 1996                  /s/ A. A. McLean III
    
                                     ------------------------
   
                                     A. A. McLean III, Executive Vice President
                                     and Chief Financial Officer
    



                                                     

EX-27

 

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED BALANCE SHEET AT JUNE 30, 1996 (UNAUDITED) AND THE
CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED JUNE 30, 1996
(UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL 
STATEMENTS.

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                              APR-1-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           1,431
<SECURITIES>                                         0
<RECEIVABLES>                                   82,290
<ALLOWANCES>                                     5,230
<INVENTORY>                                          0
<CURRENT-ASSETS>                                78,491
<PP&E>                                           6,133
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                  92,351
<CURRENT-LIABILITIES>                            5,469
<BONDS>                                         46,982
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        39,900
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                    92,351
<SALES>                                              0
<TOTAL-REVENUES>                                17,307
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                11,007
<LOSS-PROVISION>                                 2,246
<INTEREST-EXPENSE>                                 880
<INCOME-PRETAX>                                  3,174
<INCOME-TAX>                                     1,110
<INCOME-CONTINUING>                              2,064
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,064
<EPS-PRIMARY>                                      .10
<EPS-DILUTED>                                      .10