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                                                                    EXHIBIT 24.1


                            SPECIAL POWER OF ATTORNEY
                            (for Robert J. Abrahams)


KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints
Ernest C. Garcia II, Gregory B. Sullivan, and Steven T. Darak, and Steven P.
Johnson, and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place,
and stead, in any and all capacities, to sign the Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, for filing with the Securities and
Exchange Commission ("SEC") by Ugly Duckling Corporation, a Delaware
corporation, together with any and all amendments to such Form 10-K, and to file
the same with all exhibits thereto, and all documents in connection therewith,
with the SEC, granting to such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or each of them, may
lawfully do or cause to be done by virtue hereof.


DATE: February 6, 1998




                                          /s/ ROBERT J. ABRAHAMS