Exhibit 99.2

                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
                                                          Confirmation # 3925512
                                                                          Page 1



                           ASTA FUNDING, INCORPORATED

                              MODERATOR: GARY STERN
                                FEBRUARY 9, 2005
                                   10:00 AM CT


Operator:             Good morning. My name is (Natasha) and I will be your
                      conference facilitator today. At this time, I would like
                      to welcome everyone to the Asta Funding First Quarter
                      Results Conference Call.

                      All lines have been placed on mute to prevent any
                      background noise. After the speakers' remarks, there will
                      be a question-and-answer period. If you would like to ask
                      a question during this time simply pres star then the
                      number 1 on your telephone keypad. If you would like to
                      withdraw your question press the pound key.

                      Thank you. Mr. Axelrod, you may begin your conference.

Steve Axelrod:        Thank you. This is Steve Axelrod of Wolf Axelrod
                      Weinberger & Associates, the IR agency working with Asta
                      Funding. Good morning and thank you all for joining us for
                      Asta Funding's quarterly conference call to discuss the
                      results for the first quarter ended December 31, 2004.

                      Hopefully, you have now all had the opportunity to review
                      the press release discussing the financial results but
                      once again, if you have not, please call our agency, Wolf
                      Axelrod Weinberger & Associates, at 212-370-4500 and we
                      will immediately send it to you either by fax or e-mail.


                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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                      Before I ask our host, Gary Stern, CEO of Asta Funding, to
                      discuss the current results, let me take a few minutes to
                      read the forward-looking statement. Except for historical
                      information containing herein, the matters set forth in
                      this conference call are forward-looking statements as
                      defined in the Private Securities Litigation Reform Act of
                      1995. Although Asta Funding Incorporated believes the
                      expectations reflected in such forward-looking statements
                      are based upon reasonable assumptions; there can be no
                      assurance that its expectations will be realized.

                      Forward-looking statements involve certain risks and
                      uncertainties that could cause actual results to differ
                      materially from Asta Funding's expectations. Factors that
                      could contribute to such differences include those
                      identified in Asta Funding Incorporated's Form 10-K for
                      the fiscal year ended September 30, 2004 and those
                      described from time to time in Asta Funding Incorporated's
                      other filings with the Securities and Exchange Commission,
                      news releases and other communications, including that
                      Asta may not be able to purchase consumer receipt
                      portfolios at favorable prices or on sufficiently
                      favorable terms or at all and may not be able to continue
                      its quarterly dividend program. Asta Funding Inc.'s
                      reports with the Securities and Exchange Commission are
                      available free of charge through its Website at
                      www.AstaFunding.com.

                      With that accomplished, let me turn the discussion over to
                      Gary Stern, President and Chief Executive Officer of Asta.
                      Gary?

Gary Stern:           Thank you Steve. Good morning, everyone, and thank
                      you for joining Asta's First Quarter Conference Call. I am
                      pleased to report record results for Asta's first quarter
                      of fiscal 2005, which is off to a great start. Our revenue
                      and earnings showed excellent growth and has been fueled
                      by the increase of our book of business over the last two
                      years.


                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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                      For the first quarter ended December 31, 2004, we
                      purchased consumer receivable portfolios with an aggregate
                      charge-off balance or face value of approximately $1
                      billion at an aggregate cost of $36.5 million, which was
                      financed primarily through cash flows from operating
                      activities and our credit facility.

                      With that said, I'd like to briefly comment on how we view
                      the current state of the debt-buying marketplace as it
                      relates to Asta. Excuse me one minute. I am just battling
                      a cold, so please bear with me.

                      First, we're very pleased with the level of portfolio
                      purchases during the first quarter. We will continue to
                      reap the benefits of our close relationships to seek
                      opportunities to make additional acquisitions. The price
                      we are willing to pay for receivables is strictly driven
                      by our desired rate of returns, and we continue with this
                      disciplined approach.

                      While pricing is a significant issue for us and as the
                      environment continues to remain highly competitive, Asta
                      was able to purchase in excess of $1 billion of
                      receivables. We continue to distinguish ourselves by
                      having low overhead cost with our monthly expenses being
                      fairly fixed at approximately $1.1 to 1.3 million per
                      month.

                      The fact that Asta has such scalability to its business,
                      especially when it comes to cost control, is of utmost
                      importance. It allows Asta to continue to collect
                      aggressively on its current book of business, which will
                      open even more capital faster to be prepared to react once
                      paper that meets Asta's strict criteria becomes available.
                      The Company is currently not under any pressure to
                      purchase paper and will remain focused, disciplined and
                      selective on any paper it will review. Excuse me, I
                      apologize. We will continue to cultivate our sourcing
                      capabilities and strengthen our financial wherewithal.


                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
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                      Although credit card debt has been a bulk of our business,
                      during the first quarter, we saw a different mix, paying
                      approximately $25.2 million for credit card debt and $11.3
                      million for telecom debt. We will not shy away from new
                      opportunities that fit into our disciplined purchasing
                      criteria. In fact, as we continue to see pricing
                      competition across all classes of portfolios, Asta has
                      been very nimble to acquire other classes, particularly in
                      the telecom area.

                      To add to this point, we've bolstered the Asta management
                      team by recently adding Nan Beilinson as our National
                      Sales Manager. Nan has hit the ground running and will be
                      focusing on the purchase and sale of distressed assets, as
                      well as positioning and promoting Asta to new faces at
                      financial institutions who are potential source of their
                      distressed consumer receivables. We've worked with Nan for
                      many years, especially from her days at Manufacturers
                      Hanover Trust and Chemical Bank. It's great to have her on
                      our side of the business.

                      Our balance sheet continues to be strong. At the end of
                      the first quarter, our capital structure remained very
                      sound with $121.3 million in shareholders' equity and $37
                      million owed under our credit facility, leaving Asta with
                      the necessary resources and flexibility to move swiftly
                      and opportunistically as may be necessary. As of
                      yesterday, we only owed our bank $31 million.

                      Now Mitchell Cohen, our CFO, will take you through Asta's
                      financial report.




                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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Mitchell Cohen:       Thank you, Gary. I am very pleased to announce that Asta
                      Funding has continued its outstanding performance through
                      its first fiscal quarter, reporting record revenues and
                      earnings for the quarter ended December 31, 2004.

                      Asta reported record revenues for the quarter of $13.8
                      million, a 21% increase over revenues of $11.5 million for
                      the first fiscal quarter of '04. This was driven by strong
                      collections of $36.8 million in the quarter, an increase
                      of 27.3% from the prior quarter of $28.9 million. Of these
                      collections, $3.1 million were from fully amortized pools
                      or approximately 8% of total collections.

                      Total expenses, excluding interest, increased slightly to
                      $3 million as compared to the year-ago quarter, up
                      slightly from $2.5 million in the same quarter one year
                      ago. This does not include $862,000 for third-party
                      servicing and interest expense, which is now absent in the
                      current quarter. Interest expense increased by $236,000 to
                      407,000 during the quarter, as compared to the same period
                      in the prior year, and was due to an increase in the
                      average outstanding borrowings by Asta under its line of
                      credit.

                      Asta continues to have tight controls, as most expenses
                      remain relatively fixed, another benefit to our
                      outsourcing a majority of our collections. We expect these
                      levels -- expense levels to remain around $1.1 million to
                      1.3 million per month during fiscal 2005.

                      As the result of excellent revenue growth and continued
                      expense control, Asta's pre-tax income reached $10.4
                      million in the quarter, up 31.7% from the prior-year
                      results. Asta's tax rate in the quarter was approximately
                      41%. This rate is in line with our expectations and we
                      believe it will be similar throughout the remainder of
                      fiscal 2005.




                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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                      Net income was $6.2 million during the quarter, increasing
                      31.7%, compared to $4.7 million for the first quarter of
                      fiscal 2004. We reported fully diluted earnings per share
                      of 43 cents, an increase of 30.3% and an increase over the
                      prior year's quarter of 33 cents per share.

                      As Gary mentioned, Asta's balance sheet continues to
                      remain financially strong. At fiscal year end,
                      stockholders' equity totaled 120 million -- 121 million,
                      excuse me -- up from 97.3 million last year. Annual book
                      value per share was 8.95 at the end of the first quarter
                      and increased sequentially from $8.52 per share at the
                      fiscal 2004 year-end, and up approximate 7.32 per share at
                      the end of the first quarter of 2004.

                      That concludes my formal remarks. Now, I'd like to turn it
                      back to Gary.

Gary Stern:           Thank you, Mitchell.

                      As most of you know, Asta's unique business model, where
                      we outsource 95% of our receivables, enables us to
                      maintain a streamlined infrastructure, affording us
                      tremendous operating leverage and flexibility as we
                      continue to grow. We also recognize that we need to have
                      the highest quality infrastructure and sufficient
                      resources to support future growth while maximizing
                      returns.

                      During the first quarter, we have continued to build our
                      book of business, but I'm also proud of the great strides
                      we've made over this period by purchasing $1 billion of
                      face value, which brings our total portfolio of purchases
                      to approximately $11 billion since 1999.

                      Expanding our resources and relationships to new sources
                      of business, especially with our new hire of Nan
                      Beilinson, with credit card issuers and sellers of other
                      charged-off consumer receivables, including utilities and
                      telecommunications companies, and committing to having the
                      best possible management information and operational
                      systems in the industry.




                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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                      In addition, Asta is fully prepared for new accounting
                      rule SOP 203-03, which became effective for portfolios
                      acquired after December 15, 2004. We believe our
                      accounting methods remain the most conservative in the
                      industry, and we don't expect any material impact from the
                      adoption of these new rules. I am confident that the
                      fruits of our labor will be reflected in fiscal 2005 and
                      beyond.

                      Now, I would like to open the discussion to any questions
                      that anyone may have.

Operator:             At this time I would like to remind everyone if you would
                      like to ask a question, press star and the number 1 on
                      your telephone keypad. We will pause for just a moment to
                      compile the Q&A roster. Your first question comes from
                      (Joe) Chumbler.

(Scott Nelson):       This actually Scott Nelson filling in for (Joe). How are
                      you doing?

Gary Stern:           Good morning.

(Scott Nelson):       Gary, a first question -- you stated in the last
                      conference call that you felt that credit card prices had
                      plateaued. Is this still the case today? Have you
                      experienced any possible, meaningful price increases in
                      the nontraditional market that would cause your purchasing
                      growth to slow down any?

Gary Stern:           I think we saw a little bit more of an increase in credit
                      card prices. We are buying telecom paper at very
                      attractive prices. We still were able to purchase credit
                      card paper at attractive prices, and we are hoping to be
                      able to buy a significant amount of paper. We can't
                      predict the future. However, you know, there are
                      opportunities and we are hoping that the pricing levels
                      off, but I just, you know we have certain portfolios that
                      are available to us at attractive prices and we are
                      continuing to buy those.




                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
                                                          Confirmation # 3925512
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                      But we're not sure what the future will bring but we're
                      certainly in a great position, because of our scalability
                      of our business, low overhead and we're really not under
                      pressure to buy paper. We have always run this company
                      that way, when the market was not competitive at all and
                      when it is competitive. So we will continue to just stay
                      focused and buy the right opportunity, the right portfolio
                      at the right time.

(Scott Nelson):       Okay. Secondly, can you talk about any other
                      nontraditional debt classes outside of telecom that you
                      guys may pursue and just kind of the overall market
                      outlook for the nontraditional sector?

Gary                  Stern: We are not really sure what other markets we're
                      going to go after. We have some ideas, which we would
                      rather not publicize, because I think they are markets
                      that other people are not going after at the present time.
                      But presently, we've just been purchasing telecom and
                      credit card paper.

(Scott Nelson):       I think, if my math is correct -- can you discuss
                      your available liquidity at -- I think you have about 20
                      million left on your revolver. Then where do you guys
                      stand quarter end with cash? And do you think these funds
                      will be appropriate?

Gary Stern:           I'm sorry, I was coughing in the middle. Can you repeat
                      it? I apologize. I have a bad cold and I couldn't hear the
                      whole question.




                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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(Scott Nelson):       Understandable. In regards to your liquidity position, can
                      you update us? I think you probably have about 20 million
                      left on your revolver that's unused. Can you let us know
                      where cash stands at quarter end and if you think those
                      funds are appropriate to fund future portfolios?

Gary Stern:           Well, as of last night, we have about $31 million
                      available under that line.

(Scott Nelson):       Okay.

Gary Stern:           The cash we keep on hand is kind of small.

(Scott Nelson):       Okay, so the cash flow from operations and your unused
                      capacity should be plenty for 2005?

Mitchell Cohen:       We believe so.

Gary Stern:           We believe so and the reason we leave very little
                      cash on hand is we are consistently paying down the bank
                      line because we are cost-conscious and we don't want to
                      pay interest unless we have to.

(Scott Nelson):       Sure. Okay guys, thank you.

Gary Stern:           Thank you.

Operator:             Your next question comes from David Chamberlain.

David Chamberlain:    Hi, thanks, can you give any idea -- if I look at the
                      paper you bought this quarter, you know, the cents on the
                      dollar and kind of where -- what level that was --
                      tertiary, secondary, and then kind of maybe a breakout of
                      -- between credit card. You know you had said that you had
                      bought more telecom paper this quarter, you know, what
                      kind of pricing you're seeing there right now?




                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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Gary Stern:           Yes, we purchased about $370 million in telecom paper for
                      approximately $11.5 million and purchased $665 million in
                      credit card paper for about $25 million. It's all across
                      the board. I would say it's mainly secondary and tertiary.

                      I'm trying to recall if we bought any fresh. We may have
                      bought a very small fresh package, but an insignificant
                      amount.

David Chamberlain:    Okay. Thank you.

Gary Stern:           You're welcome.

Operator:             Your next question comes from (Ted Price).

(Ted Price):          Are you seeing, because you outsource everything, any
                      pressure to pay more for your collections?

Gary Stern:           Absolutely not. We've been in this business for many, many
                      years and we know many people that would love our business
                      and there is excess capacity -- we believe there will
                      always be excess capacity for us to outsource, so we price
                      -- what we try to do is be fair to our outsourcers. We
                      don't want to just force them to take pricing, you know,
                      contingency paper where it's not profitable for both
                      parties. We do ask them to lower their margins somewhat
                      because of the volume that we give them but we're not
                      having to pay more at all. It's quite the contrary. We
                      actually are using more of a legal strategy, which we've
                      discussed recently, so we are more oriented towards
                      sending them to legal network and individual attorneys
                      that we've worked with for many years. We do use a
                      collection agency and legal strategy on our telecom.




                                                      ASTA FUNDING, INCORPORATED
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(Ted Price):          Okay.

Mitchell Cohen:       In fact, it works to our advantage because we are able to
                      pay the same amount but keep the same low-cost
                      infrastructure.

(Ted Price):          And the fact that you're doing more on the legal side is
                      not more expensive?

Gary Stern:           No, absolutely not. It's actually a little bit less
                      expensive, I would say, and it's much more effective
                      because we have very good systems. We pride ourselves on
                      our systems and our ability to decide what accounts are
                      the right accounts to sue. So if you're careful in what
                      you're doing and you know what you're doing and you know
                      you can predict with some reason who the most likely
                      candidates are to pay, you can really control your own
                      destiny. We've been able to do that very successfully.
                      There's also a longer tail when you sue people; there's a
                      longer tail on collections, so collections go out over
                      more than a 5-year period because by the time you obtain a
                      judgment and liens on houses and garnishments, etc., etc.,
                      there's a longer process but also a longer tail on
                      collections.

(Ted Price):          I got you. Okay.

Operator:             At this time I would like to remind everyone if you would
                      like to ask a question press star and the number 1 on your
                      telephone keypad. Your next question comes from (Ted
                      Price).

(Ted Price):          Yeah, let me circle back one more time on the whole issue
                      of pricing. I know you said you can't really project it,
                      but I don't recall hearing you talk about it in quite the
                      same way you put it in the press release this morning. It
                      sounded to me like you are more concerned than you were in
                      the past. Is that the case?




                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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Gary Stern:           As far as pricing?

(Ted Price):          Yes.

Gary Stern:           I would say -- I would characterize it that we are
                      a little bit more concerned on the credit card side, not
                      really concerned on the telecom side. You know, maybe the
                      wording -- I don't know what wording are you referring to?

(Ted Price):          I don't have it in front of me but I think you said you
                      saw there were some pressure on prices, and I forget
                      exactly how you put it -- that the growth of the portfolio
                      could wane in the future.

Gary Stern:           Yes, I mean the growth could. We are of the opinion we
                      will be able to buy our fair share of paper. We're not
                      going to do anything foolish. If people are overpaying now
                      and they have been for quite awhile, in our opinion, some
                      people, some groups -- we don't know who they are because
                      we are not privy to that -- we're going to stay
                      disciplined. And invariably what usually happens is people
                      get a rude awakening eventually and then pricing come back
                      down.

                      Now, we have always structured this company and will
                      continue to structure this company to have fixed overhead.
                      We've never been of the opinion that it makes sense to
                      have many collectors. We have, obviously, the skills and
                      the wherewithal to hire 1,000 or 2,000 collectors as
                      needed, but we always believe and feel very firmly that
                      the best policy is to have lower overhead to basically
                      manage your outsourcing groups and manage them at an
                      effective rate.

                      And, you know, I'm not terribly concerned about our
                      ability to buy paper at the right price, but we're not
                      going to do anything foolish. And the credit card market
                      is a little bit tougher than it was last quarter, but we
                      think it will come down eventually.




                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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                      We are enjoying the ability to buy telecom paper at
                      attractive, very attractive prices, because of certain
                      relationships we have. We are going to look at some other
                      markets, which we're not going to discuss on the call
                      because we feel that we are better off keeping that
                      confidential. But we will go with the flow, and that's
                      exactly how we feel.

(Ted Price):          Okay.

Gary Stern:           And I'd like you to be aware -- if indeed we don't spend
                      as much money, I don't think this should be a bad sign and
                      we're not predicting the future, but I think one should
                      look at this company as being extremely disciplined with a
                      significant amount of paper that's being in the proper
                      hands, whether it's collection agencies or law firms
                      that's being managed properly. We also probably are going
                      to try to continue, as we always do, to resell paper. But
                      I think you ought to view us as someone that's a long-term
                      equity play, and we're very conscious of doing the right
                      thing with our money. If it means accumulating cash, we
                      will do that, and if it means, you know, buying paper, we
                      will do that, but so far, we're pretty comfortable with
                      what we have.

(Ted Price):          I think that's always been the case. I'm not sure that
                      that's so widely known now by the Streets. I wanted to
                      hear you say it again.

Gary Stern:           Without coughing and having to blow my nose, so maybe I'm
                      batting 1000 instead of striking out with the
                      interruptions with blowing my nose.

(Ted Price):          Thanks.




                                                      ASTA FUNDING, INCORPORATED
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Operator:             Your next question comes (Tom Levin).

(Tom Levin):          Yes, my questions -- I'm not so sure if you do this or
                      not, but are you giving any guidance for the next fiscal
                      or at all in terms of topline?

Gary Stern:           No, we really haven't given any guidance at all, ever.

(Tom Levin):          Okay. The second question then is with regards to -- which
                      I just want to be clear so I understand, with regards to
                      margins, if you will. The margin question is you talked
                      about the outsourcing. Would you say that, going forward,
                      you feel that you'll be able to maintain, because of the
                      low fixed costs, the same type of profitability in the
                      future?

Gary Stern:           Yes, yes, yes. We don't expect any material increase in
                      our fixed overhead, and we will not accept any increase in
                      our outsourcing expense, which is all contingency based.
                      So, we don't really -- we feel we can maintain our
                      margins.

(Tom Levin):          Okay.

Mitchell Cohen:       That is what is unique about our business, is that (it's
                      not really) competitive.

(Tom Levin):          Thank you.

Gary Stern:           You're welcome.

Operator:             Your next question comes from (Matt Varnette).

Matt Varnette:        Hi Gary, hi (Mitch). This is (Matt) how are you
                      doing? First of all, thanks for a good quarter. Second of
                      all, I might have missed one of your answers. You
                      mentioned that you were looking at other markets, and I
                      know you may not want to say what they are for competitive
                      reasons, but can you answer maybe two things then? One,
                      are they meaningful sized markets that you're looking at?
                      Second of all, do you think, within the next couple of
                      years, you may enter one of these markets that you are
                      looking at?




                                                      ASTA FUNDING, INCORPORATED
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Gary Stern:           They could be meaningful. We're not sure; we're testing it
                      right now. And yes, if we enter the market, it will be
                      within a year, or less than a year. It will be very
                      quickly. We are trying to enter the market as we speak. We
                      don't know how easy it will be, but it's not very
                      competitive in our opinion.

(Matt Varnette):      Okay and thanks again for a good quarter and being
                      consistent with everything you've said from to the day of
                      the roadshow.

Gary Stern:           You're welcome. Thank you.

Operator:             Your next question comes from David Chamberlain.

David Chamberlain:    Just a follow-up question -- when you think about the
                      telecom paper and the earn-out and how you collect the
                      paper, versus is credit card, are there any significant
                      differences there? I mean, is it a similar process and a
                      similar collection period or can you give me kind of more
                      color there?

Gary Stern:           I think, depending on the mix of telecom, because some
                      portfolios we buy have smaller balances, which will
                      liquidate out faster, and others have a mix of larger
                      balances and smaller balances and on the larger balances
                      we're starting to use the litigation strategy, so that
                      could be longer-term but overall, I think that the paper
                      probably will behave somewhat similar to our credit card
                      paper if you look at our legal strategy on our credit card
                      paper.




                                                      ASTA FUNDING, INCORPORATED
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David Chamberlain:    Given the way you're pricing, you expect kind of similar
                      return?

Gary Stern:           Yeah, absolutely. We're not buying any paper without our
                      hope to attain similar returns. You know, we can't always
                      be right but knock on wood, most of the time, we have been
                      correct. So we're not going to lower our expectations to
                      buy a portfolio for the sake of putting on business.

                      And that speaks to my fact of -- that I articulated
                      earlier, that if you see a quarter or a month where things
                      are slow, I don't think anybody should be concerned. They
                      should just view us as smart buyers and are not doing
                      anything foolish. Then we will accumulate cash or pay our
                      bank debt down. So we're going to continue with our
                      approach to acquire portfolios at the necessary yields
                      because we think it's pretty foolish to buy paper and
                      lower your expectations and just chase other buyers. We're
                      not affected at all by what other people do; we are
                      affected by what our team and our focus is, which is to
                      buy paper at the right price and to focus on maximizing
                      recovery for ourselves and for shareholders.

David Chamberlain:    Right that makes sense. I guess, secondarily, just on the
                      telecom opportunity -- and this has been a recent start-up
                      purchasing -- do you feel that all the players that now
                      own the paper kind of know that you and others are out
                      there willing to collect on it? Second, just kind of --
                      can you give some kind of top 10,000-feet picture of kind
                      of the opportunity there in the telecom space versus the
                      current credit card space, just in terms of paper
                      outstanding?

Gary Stern:           I think there are opportunities in telecom, and I
                      think it's widely known and we aren't really that new.
                      Approximately two years ago, we purchased about $0.5
                      billion in telecom paper, so we do have some experience.
                      Before we jump into something and really spend a lot of
                      money into an asset class, we are going to test the
                      waters.




                                                      ASTA FUNDING, INCORPORATED
                                                           Moderator: Gary Stern
                                                            02-09-05/10:00 am CT
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                      So prior to that $0.5 billion purchase, I believe we spent
                      $0.5 million on a similar purchase just to test how it was
                      coming out of the gate. And that's what we will do with
                      any new asset class. So you know, I think there are
                      opportunities in telecom. One needs to be selective. Some
                      paper trades, in our opinion, at very high price, and some
                      paper trades at very attractive prices, so we're very
                      selective and we are not chasing deals.

                      So it is a competitive market but if you know what you're
                      doing and you know who to buy from and you stay
                      disciplined, you know our attitude is there will always be
                      another deal and that has always been our attitude. So we
                      are not going to have buyer's remorse and wish we didn't
                      pay X dollars for a portfolio. The only time we would have
                      buyer's remorse is if we chased a transaction.

David Chamberlain:    Thank you so much.

Gary Stern:           You're welcome.

Operator:             Your next question comes from (James Leonard).

(James Leonard):      Good morning, guys. I just want to pursue the rate of
                      return differential, or the similar returns in telecom and
                      credit card paper a little bit. There is a cost
                      differential. Is the quality the same? I'm trying to
                      reconcile the cost differential. Is the quality the same,
                      or does it cost more to collect one than the other? Is the
                      timing different? Because you're indicating you're getting
                      the same rate of return on both but you're cost is
                      different. Can you kind of reconcile those for us?

Gary Stern:           The cost is somewhat different. It's not that much --
                      there's not that much of a difference in what we're paying
                      for credit card debt and what we're paying for telecom
                      debt. It's somewhat different. The average, I would say,
                      was around -- if you look at the 370 million, somewhere in
                      3 cent range on telecom. And, you know, just doing the
                      math, it's probably a little bit higher on the credit card
                      paper but it's not really material.




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                      The costs really are similar. We are outsourcing the paper
                      to various groups at similar costs that we are outsourcing
                      the credit card paper. Then again, you know, one has to
                      know who to outsource telecom paper to. There are
                      certainly companies that are set up to handle telecom or
                      small-balance paper, and there are certain companies that
                      are set up to handle the larger-balance telecom paper, so
                      we use various strategies. Therefore, an agency that can
                      handle small balances can handle it at an effective rate
                      for both parties. So, by having great knowledge of the
                      industry and great knowledge of where to outsource, we see
                      the same returns at similar cost.

(James Leonard)       I guess I'm just looking at the cost differential is about
                      25% and it looked like you were paying about 25% more for
                      credit card paper than you were for telecom paper. If your
                      rate of return is the same, there should be something to
                      equalize that 25% I guess is what I'm...

Gary Stern:           Let me just go over the math. The average on credit card
                      paper probably is what, 3.6, or 3.7.

(James Leonard):      About 3 cents and about 3.8 cents on...

Gary Stern:           Okay. I see what you're saying. I don't think you
                      should read into that because there was probably a mix of
                      some better credit card paper in there. When I better, you
                      know, a little bit fresher paper than telecom paper, so I
                      think the costs are going to be similar. We may be able to
                      even buy paper at lower costs than telecom paper. We are
                      negotiating a transaction now to buy some telecom paper at
                      a lower cost than what we've paid in the past.




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(James Leonard):      But if the mix -- if there's a higher mix in the credit
                      card paper that was sort of due to the cost I guess I
                      could conclude that the cost differential is basically due
                      to quality then?

Gary Stern:           Yeah, absolutely. We feel the economics are similar. They
                      may be even a little bit better depending on what we pay
                      for telecom paper in the future, because they might even
                      be a little bit better in the telecom market.

(James Leonard):      Okay. Did you wholesale any portfolios this quarter?

Gary Stern:           Yes, we always do. We always sell paper.

(James Leonard):      Can you indicate how much -- how many wholesale...

Gary Stern:           We've never talked about that and we really don't
                      disclose that but we always, as a general basis, will sell
                      paper as we feel people are buying it at our indifference
                      point. So, many people that want to buy paper we sell to a
                      select few as we see we are hitting an indifference point.

(James Leonard):      Is there any consistency there, whether, you know, say, if
                      we look at a percentage of revenues or a percentage of
                      cash inflow? Is there any consistency there on a
                      quarter-to-quarter basis or annual basis? Do you sell
                      about the same amount of wholesale or is there big
                      fluctuations?

Gary Stern:           You know, I don't, you know, Mitch can answer that because
                      we don't -- I haven't really focused on it. We just sell
                      as we feel it makes sense. There may have been some
                      fluctuations.




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Mitchell Cohen:       Right, there might be some fluctuations up and down
                      quarter-to-quarter, but it wouldn't be material.

(James Leonard):      It wouldn't influence profit margins is what you're
                      saying?

Mitchell Cohen:       Exactly. If we're going to get the same type of rate of
                      return on a sale, we will do that.

(James Leonard):      Can you indicate what your -- what your revenues, what
                      percent was interest-based and what percent was cash-based
                      on the two kind of -- the two quarters?

Mitchell Cohen:       We would prefer not to. It's forward-looking and backward
                      looking and information that's not public right now.

James Leonard:        What were your cash receipts on the two quarters?

Gary Stern:           Well, the total cash, including sales, were close to 37
                      million this quarter. Last quarter, I believe they were
                      what 29? Twenty-nine last quarter.

(James Leonard):      Okay. Okay. Thank you, guys.

Gary Stern:           You're welcome.

Operator:             Your next question comes from (Gerry Kahn).

(Gerry Kahn):         Over the last two years -- I don't have the numbers
                      here -- but you spent, I don't know, $2 or 300 million
                      buying I think over $3 billion worth of receivables. How
                      would you characterize your present backlog? Let's assume
                      you didn't purchase anything. It seems to me you have a
                      portfolio now that could sustain this sort of revenue for
                      some time, being conservative and not buying paper that
                      doesn't need your standards, which always makes sense. It
                      really shouldn't have much of an impact in the near term.




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Gary Stern:           Okay, we've purchased, in the last two years -- I don't
                      have the numbers in front of me but I believe, last fiscal
                      year, we spent approximately $104, 105 million and the
                      year before $110 million and so far this quarter, you
                      know, 35 million, $35.5 million. But you know, there's a
                      much longer tail on legal, so if we wouldn't buy any
                      paper, we feel there's significant cash flow continually
                      coming in and that will continue to come in over along
                      period of time, especially since the last 6 to 12 months
                      we've targeted more legal, more of a legal strategy than a
                      collection-agency strategy, with the exception of telecom,
                      it's both. So we think that if we didn't buy any paper for
                      a while, there should be a good amount of cash coming in.

(Gerry Kahn):         Was there any reason you couldn't assume that it would be
                      at the present level?

Gary Stern:           Well, it could be at the present level.

Mitchell Cohen:       It could be higher.

Gary Stern:           It could be at the present level, it could be higher...

(Gerry Kahn):         Yes, I understand. You have enough backflow; you are not
                      dependent on current purchases if the prices in one
                      category went up a little bit.

Gary Stern:           Yes, I mean, we have a lot of paper out there. We have a
                      lot of paper that's producing, and there are new people
                      that are starting to pay every day. So if we didn't buy
                      paper for a while, you know, it's not going to really hurt
                      us short-term in my opinion. That's not the case, by the
                      way. We are buying paper, so I don't want to give anybody
                      the wrong impression.




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(Gerry Kahn):         You bought quite a bit in the last quarter.

Gary Stern:           Last quarter and we're continuing to buy paper. We are not
                      disclosing how much at this point, but we are buying a
                      certain amount of paper at very attractive prices. So, if
                      things dry up over a short period of time, it's not going
                      to -- would it bother us? Yes. It would bother us from the
                      business point of view of trying to buy as much as we can
                      but we're not going to be overly concerned because we have
                      this big backflow and we know we're doing the right thing
                      to protect our shareholders and ourselves.

(Gerry Kahn):         The statement that that gentleman referred to probably was
                      where you said "Even while the number of portfolios that
                      meet our disciplined purchasing guidelines may wane".

Mitchell Cohen:       I think you have to focus on the word "may" there.

(Gerry Kahn):         I'm just saying that's (unintelligible), isn't it? The
                      stock market has -- maybe there's other things I don't
                      know but the stock is down almost $4.

Gary Stern:           Yes, it's down $4 though.

(Gerry Kahn):         Someone didn't like it. 3.90 to be exact. I don't know.

Gary Stern:           It's unfortunate but...




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(Gerry Kahn):         But no, I think you are sticking to doing the right
                      things and being conservative and not buying other stuff,
                      and I echo the sentiments that the gentleman made before
                      that were positive. Thank you.

Gary Stern:           Okay, thank you.

Operator:             Your next question comes form (Brandon Frank).

(Brandon Frank):      Yes, three quick questions -- first, do you generally
                      expect the mix of telecom and credit card purchases to be
                      the same in the future? Second, with the telecom
                      purchases, is that mostly wireless or is that fixed-line
                      telecom? Then thirdly, have you seen any changes in the
                      prices for telecom receivables, given the changes recently
                      in the telecom market? Consolidation?

Gary Stern:           To answer the first question, we don't know what the mix
                      will be but we certainly think we'll buy a little bit more
                      telecom than credit card paper. We're not going to respond
                      because whether it's wireless or landline. Last but not
                      least, yes, there are some pricing issues with certain
                      sellers of telecom but like anything else, we pick and
                      choose who we buy from, so there are some portfolios we
                      bought debt that we were nowhere near where we were told
                      portfolios traded at, and there are others that we are
                      successful.

(Brandon Frank):      Okay, thanks.

Gary Stern:           You're welcome.

Operator:             Your next question is from (Joe) Chumbler.




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(Scott Nelson):       This is (Scott Nelson). Just a quick follow-up -- what
                      were total collections in the period? Can you break those
                      out between 0 basis portfolios and the legal channel?

Gary Stern:           You know, I'm responding for (Mitch). We can get back to
                      you. We don't have the total breakout on legal channel
                      versus non-legal channel, but if you'd like, we can get
                      that to you.

(Scott Nelson):       I'll call you after the call. Thanks.

Operator:             At this time, there are no further questions. Mr. Axelrod,
                      are there any closing remarks?

Steve Axelrod:        The closing remarks, if any, will be done by Gary Stern.

Gary Stern:           Steve, you can do it.

Steve Axelrod:        Well, we wish to thank all of you for joining us again for
                      the conference call. If you need any further information,
                      you can contact the Company at their number or at Wolf
                      Axelrod at 212-370-4500. Thank you all for joining us.
                      Have a great day.

Gary Stern:           Thank you very much, everyone. Have a great day.


                                       END