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,  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,  1998,  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 25, 1999



                                                          /S/ ROBERT J. ABRAHAMS
                                                          ----------------------
                                                              ROBERT J. ABRAHAMS