6,434,970 SHARES OF COMMON STOCK
           $100,000,000 7.25% CONVERTIBLE SUBORDINATED NOTES DUE 2003

                            RAC FINANCIAL GROUP, INC.


SIXTH SUPPLEMENT DATED MAY 6, 1997
TO PROSPECTUS DATED DECEMBER 6, 1996


                 Terms used in this Supplement and not otherwise
                  defined are used as defined in the Prospectus

         On December 13, 1996, RAC Financial Group, Inc. (the "Company") filed a
prospectus  (the  "Prospectus")  relating to, among other things,  the resale of
$100,000,000 of 7.25% Convertible  Subordinated Notes Due 2003 ("Notes"), and on
December 17, 1996, December 30, 1996, January 7, 1997, January 8, 1997 and April
4, 1997, the Company filed  supplements to the table appearing on page 85 of the
Prospectus,  listing  certain  persons  and  entities  as Selling  Holders  (the
"Selling Holders Table").

         Based  on the  information  that  was then  available  to the  Company,
certain  persons  and  entities  were  listed as Selling  Holders on the Selling
Holders  Table.  Since  that  time,  the  Company  has  learned  the  name of an
additional  Selling  Holder,  and has prepared  this  Supplement  to the Selling
Holders Table of the Prospectus by adding the following Selling Holder:


                         Aggregate Principal Amount of      Number of Shares of
Name of Selling Holder    Notes Owned That May be Sold     Common Stock Issuable
- ----------------------   -----------------------------     ---------------------
 Goldman, Sachs & Co             $1,200,000                        73,619





CORPDAL:65473.1  28835-00004