SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                             Current Report Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


        Date of Report (Date of Earliest Event Reported) August 15, 1997


                        CONSUMER PORTFOLIO SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)



                                   California
                 (State or Other Jurisdiction of Incorporation)


                                    333-09343
                            (Commission File Number)
                                   33-0459135
                      (I.R.S. Employer Identification No.)


   2 Ada, Irvine, California                                   92618
(Address of Principal Executive Offices)                    (Zip Code)


                                 (714) 753-6800
              (Registrant's Telephone Number, Including Area Code)


                   2 Ada, Suite 100, Irvine, California 92718
          (Former Name or Former Address, if Changed Since Last Report)









                                       -1-







Item 5.  Other Events.

         The  Registrant  is filing final forms of the  exhibits  listed in Item
7(c) below.

Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits.


Exhibit
  No.             Document Description


20.1              Computational Material




                                       -2-







                                   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 hereunto duly authorized.




                                       CONSUMER PORTFOLIO SERVICES, INC.,
                                       as Originator of the Trust (Registrant)



Dated:  August 15, 1997                By: /s/ Jeffrey P. Fritz
                                           ---------------------
                                           Jeffrey P. Fritz
                                           Senior Vice President


                                       -3-







                                INDEX TO EXHIBITS




                                                                   Sequential
       Exhibit No.         Document Description                    Page No.

          20.1             Computational Material




                                       -4-




                                  Exhibit 20.4
                             Computational Material




                        CPS AUTO RECEIVABLES TRUST 1997-3

                       PRELIMINARY BACKGROUND INFORMATION


                                   DISCLAIMER

The  information  included  herein  is  produced  and  provided  exclusively  by
PaineWebber  Incorporated  ('PW') as  underwriter  for the CPS Auto  Receivables
Trust  1997-3,  and not by or as agent for CPS  Receivables  Corp. or any of its
affiliates (collectively,  the 'Seller'). The Seller has not prepared,  reviewed
or participated in the preparation  hereof,  is not responsible for the accuracy
hereof and has not authorized  the  dissemination  hereof.  The analysis in this
report is accurate  to the best of PW's  knowledge  and is based on  information
provided by the Seller. PW makes no  representations  as to the accuracy of such
information provided by the Seller.

The information herein is preliminary,  and will be superseded by the applicable
prospectus  supplement and prospectus and by any other information  subsequently
filed with the Securities and Exchange Commission.

All opinions and  conclusions  in this report  reflect PW's  judgment as of this
date and are subject to change.  All analyses  are based on certain  assumptions
noted  herein and  different  assumptions  could yield  substantially  different
results.  You are cautioned  that there is no  universally  accepted  method for
analyzing financial instruments. You should review the assumptions; there may be
differences  between  these  assumptions  and your  actual  business  practices.
Further,  PW does not  guarantee any results and there is no guarantee as to the
liquidity of the  instruments  involved in this analysis.  The decision to adopt
any strategy remains your responsibility. PW (or any of its affiliates) or their
officers,  directors,  analysts or employees may have  positions in  securities,
commodities or derivative  instruments  thereon referred to herein,  and may, as
principal  or agent,  buy or sell such  securities,  commodities  or  derivative
instruments.  In addition,  PW may make a market in the  securities  referred to
herein. Neither the information nor the opinions expressed shall be construed to
be, or constitute, an offer to sell or buy or a solicitation of an offer to sell
or buy any securities,  commodities or derivative  instruments mentioned herein.
Finally, PW has not addressed the legal,  accounting and tax implications of the
analysis with respect to you and PW strongly  urges you to seek advice from your
counsel, accountant and tax advisor.


                                [GRAPHIC OMITTED]






                        CPS AUTO RECEIVABLES TRUST 1997-3




                               PRICING INFORMATION

OFFERED SECURITIES
                                                Princ.    Expected    Ratings
             Size                        Avg.   Window  First   Last   S&P/
Class        ($000s)   Rate    Price     Life   (Mths)  Prin.   Prin.  Moodys
- -----------------------------------------------------------------------------
A-1 Notes:  [$80,832]  [6.16%] [100.00]  [0.9]  [23]    9/97    7/99  AAA/Aaa
A-2 Notes:  [$61,668]  [6.50%] [100.00]  [3.0]  [32]    7/99    2/02  AAA/Aaa


NOT OFFERED

Class B Notes:
            [$3,750]

Class B Certificates:
            [$3,750]



                            DESCRIPTION OF SECURITIES

Issuer:           CPS Auto Receivables Trust 1997-3  (the 'Issuer').

                  Offered  Notes:  Class A-1 and Class A-2 Notes  (the  'Class A
                  Notes').  The Class A Notes will be publicly  offered pursuant
                  to  an  effective   shelf   registration.   A  prospectus  and
                  prospectus supplement will be distributed after pricing.

Subordinated
Securities:       One  Class of  Subordinated  Notes  (the  'Class B Notes'  and
                  together with the Class A Notes, the 'Notes') and one Class of
                  Subordinated  Certificates (the  'Certificates',  and together
                  with the Class B Notes, the  'Subordinated  Securities').  The
                  Subordinated Securities will not be offered hereby or pursuant
                  to the prospectus and prospectus supplement.


            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                                   2








                        CPS AUTO RECEIVABLES TRUST 1997-3




Seller:                    CPS Receivables Corp.

Servicer:                  Consumer    Portfolio    Services,    Inc.   ('CPS'),
                           headquartered in Irvine, California

Owner Trustee:             Bankers Trust (Delaware)

Indenture Trustee
and Backup Servicer:       Norwest Bank Minnesota, National Association.

Underwriters:              Lead Manager -- PaineWebber  Incorporated  Co-manager
                           -- Black Diamond Securities, LLC.



            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                        3








                        CPS AUTO RECEIVABLES TRUST 1997-3




Surety Provider:           Financial  Security Assurance Inc. ('FSA') will fully
                           insure the timely  payment of principal  and interest
                           on the Class A Notes.

Form of Offering:          Book-Entry  form,  same-day funds through DTC, Cedel,
                           societe  anonyme and Euroclear for all of the Class A
                           Notes.

Minimum Denominations:     [$1,000 initial and $1,000 increments]

The Receivables:           Motor vehicle retail installment sales contracts made
                           to borrowers who would not be expected to qualify for
                           traditional financing (sub-prime borrowers),  secured
                           by new and used motor vehicles and light duty trucks,
                           vans,   and  mini-vans   purchased  by  CPS  and  its
                           affiliate  Samco  Acceptance  Corp.   ('Samco')  from
                           Dealers  who   regularly   originate  and  sell  such
                           contracts to CPS and Samco.

Cut-off Date:              July 31, 1997

Closing Date:              On or about August 19, 1997

Interest Accrual
Period:                    Interest will be calculated on the basis of a 360 day
                           year consisting of twelve 30 day months.

Payment Date:              The 15th day of each month  (or,  if any such date is
                           not a business day, the next business day thereafter)
                           commencing on September 15, 1997.

Record Date:               The 10th day of each calendar month.

Final Scheduled
Payment Date:              The Payment Date in December 2002.

Short First

            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.

                                        4








                        CPS AUTO RECEIVABLES TRUST 1997-3



Interest Period:           With respect to the first Payment Date, interest will
                           accrue from and  including  the Closing  Date through
                           and including September 14, 1997.

Pricing Assumption:        [1.5%] ABS

Delay:                     0 day delay.

Class A Percentage
of  Principal:             Initially  95%,  until the Payment  Date on which the
                           balance of the Class A Notes first reaches 90% of the
                           current   Aggregate    Principal   Balance   of   the
                           Receivables (the 'Class A Target Amount'),  and after
                           such time 91% for the remainder of the transaction.



            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.

                                        5








                        CPS AUTO RECEIVABLES TRUST 1997-3




                           Class B Noteholders

Percentage of
Principal:                 2.5%,  until  the  balance  of the Class A-2 Notes is
                           reduced to zero.

Certificateholders
Percentage of
Principal:                 2.5%,  until  the  balance  of  the  Certificates  is
                           reduced to zero.

Principal:                 On any monthly  Payment Date, the Class A Noteholders
                           receive   the  Class  A   Percentage   of   principal
                           collections  plus any required  accelerated  payments
                           (distributed  sequentially to the Class A-1 Notes and
                           then  the  Class  A-2  Notes).  Each  of the  Class B
                           Noteholders and the  Certificateholders  will receive
                           2.5% of principal  collections  (until the balance of
                           the Class A-2 Notes is reduced to zero).

                           Additionally,  on any date when the current principal
                           balance of Class A Notes  exceeds  the Class A Target
                           Amount,  the Class A Notes are entitled to all excess
                           interest  collections  (after  paying  fees  and  all
                           payments of interest on the Notes and Certificates).

Priority of
Payments:                  Unless  an  Event  of  Default  has  occured  and  is
                           continuing: (1) To the Servicer, Collateral Agent and
                           Trustee,   the  Servicing  Fee  and  other  fees  and
                           expenses;  (2) To the  Class A  Noteholders,  Class A
                           Interest and Class A Interest Carryover; (3) Pro-rata
                           (a) To the Class B Noteholders,  Class B Interest and
                           Class   B   Interest   Carryover,   and  (b)  to  the
                           Certificateholders,    Certificate    Interest    and
                           Certificate Interest Carryover, and; (4) To the Class
                           A   Noteholders,   Class  A  Principal  and  Class  A
                           Principal    Carryover,     sequentially    to    the
                           lowest-numbered  outstanding  Class A Note until such
                           class is reduced to zero;  (5) To FSA, any amount due
                           under the Insurance Agreement;

            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.

                                        6








                        CPS AUTO RECEIVABLES TRUST 1997-3





                           (6) Pro-rata (a) to the Class B Noteholders,  Class B
                           Principal and Class B Principal Carryover, and (b) to
                           the  Certificateholders,  Certificate  Principal  and
                           Certificate Principal Carryover;
                           (7) If an  accelerated  payment is  required to reach
                           the Class A Target Amount,  any remaining cash to the
                           Class A Noteholders as a payment of principal;
                           (8)  To  the  Spread  Account  Collateral  Agent  for
                           deposit into the Spread Account.



            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                        7








                        CPS AUTO RECEIVABLES TRUST 1997-3




Servicing/Other
Fees:                      The   receivables   are  subject  to  certain   fees,
                           including a Servicing  Fee of 2.12% per annum payable
                           monthly and based on the current Aggregate  Principal
                           Balance of the Receivables. All other fees, including
                           fees payable to the Trustee and Standby Servicer will
                           be payable by the Servicer.

Credit
Enhancement:               The sum of funds on deposit in a reserve account (the
                           'Reserve  Account')  and  the  amount  by  which  the
                           Aggregate   Principal   Balance  of  the  Receivables
                           exceeds the aggregate  outstanding  principal balance
                           of the Notes and the  Certificates  ('O/C') must grow
                           to  equal  at  least  9%  of  the  current  Aggregate
                           Principal Balance of the Receivables. From that point
                           forward,  the sum of the Reserve Account and O/C must
                           equal at least 9% of the current Aggregate  Principal
                           Balance,  subject  to a floor of 3.0% of the  initial
                           Aggregate Principal Balance, and further subject to a
                           minimum  2%  Reserve  Account  balance  (based on the
                           initial   Aggregate    Principal   Balance   of   the
                           Receivables).

                           Credit  Enhancement is provided by the following five
                           mechanisms:

                           (1)      Excess spread
                           (2)      Over-collateralization
                           (3)      Reserve Account
                           (4)      [5%] subordination of principal
                           (5)      100% FSA Insurance  Policy  covering  timely
                                    payment of interest and principal

(1)  Excess Spread:        The weighted  average coupon rate on the  Receivables
                           is  generally  expected  to be higher than the sum of
                           (a) the servicing fee and all other fees, and (b) the
                           weighted  average  pass through rate on the Notes and
                           Certificates,   thus   generating   excess   interest
                           collections  which will be  available,  to the extent
                           required,   to  fund   payments   on  the  Notes  and
                           Certificates on each Payment Date.

            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.

                                        8








                        CPS AUTO RECEIVABLES TRUST 1997-3





(2)  Over-
     collateralization:    Excess Spread (as described above) is applied, to the
                           extent  available and required,  to make  accelerated
                           payments  of  principal  to the  Class A  Notes  then
                           entitled to receive distributions of principal;  such
                           application   will  cause  the  Aggregate   Principal
                           Balance of the Notes to amortize  more  rapidly  than
                           the Receivables,  thus increasing the O/C amount.  In
                           addition to the acceleration of excess  interest,  by
                           fixing the Class A Percentage  above the actual ratio
                           of the  Class  A  Notes  to the  Aggregate  Principal
                           Balance  of  the  Receivables,   the  application  of
                           principal  is expected  to increase  the O/C over the
                           life of the transaction.



            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                        9








                        CPS AUTO RECEIVABLES TRUST 1997-3




(3)  Reserve  Account:     The Reserve  Account will have an initial  deposit of
                           [3.5%] of the initial Aggregate  Principal Balance of
                           the Receivables.  The Reserve Account can increase at
                           various  times  for  the  protection  of the  Class A
                           Notes,  and  can  step  down  over  time to 2% of the
                           initial   Aggregate    Principal   Balance   of   the
                           Receivables.

(4) Subordination:         The  rights  of  the  Class  B  Noteholders  and  the
                           Certificateholders to receive payments of interest on
                           each Payment Date will be subordinate to those of the
                           Class A  Noteholders  to  receive  interest,  and the
                           rights   of  the   Class   B   Noteholders   and  the
                           Certificateholders  to receive  payments of principal
                           on each Payment Date will be  subordinate to those of
                           the Class A Noteholders to receive principal.

(5)  FSA Policy:           FSA  will  issue  an   Insurance   Policy  that  will
                           unconditionally  and  irrevocably  guarantee  to  the
                           Class A Noteholders payment of interest collected and
                           principal collected on each payment date.

Pre-funding Account:       Approximately  [$27,084,817] of the proceeds from the
                           sale of the Notes and the Certificates will be placed
                           in a  pre-funding  account  for  the  acquisition  of
                           additional  Receivables  until the  October  15, 1997
                           Payment  Date.  Amounts  remaining  at the end of the
                           Pre-  Funding  period  will be  paid  to the  Class A
                           Noteholders, Class B Noteholders and the Certificate-
                           holders on a pro-rata basis.  Sale proceeds will also
                           fund the Interest Reserve  Account,  which will exist
                           during  the  pre-funding  period  for the  purpose of
                           ensuring that  adequate  interest is available to pay
                           Class A Noteholders.

ERISA Considerations:      The Class A Notes  will be ERISA  eligible.  However,
                           investors  should  consult  with their  counsel  with
                           respect  to the  consequences  under  ERISA  and  the
                           Internal  Revenue Code of the Plan's  acquisition and
                           ownership of such Notes.


            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.

                                       10








                        CPS AUTO RECEIVABLES TRUST 1997-3



Optional Termination:      The  Servicer  may cause  the  Indenture  Trustee  to
                           terminate   the   Notes  and   Certificates   on  any
                           remittance date when the current Aggregate  Principal
                           Balance  is less than or equal to 15% of the  initial
                           Aggregate    Principal   Balance   (including   those
                           Receivables purchased during the pre-funding period),
                           by selling the Receivables to an unaffiliated  party,
                           and  so  long  as  a  minimum  termination  price  is
                           reached.  In  addition,  the  holder of the  residual
                           interest may cause an early  termination of the Notes
                           and  Certificates  on any  remittance  date  when the
                           current  Aggregate  Principal Balance is less than or
                           equal  to  10%  of the  initial  Aggregate  Principal
                           Balance (including those Receivables purchased during
                           the pre-funding period), by providing for the payment
                           of the termination price.



            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.

                                       11








                        CPS AUTO RECEIVABLES TRUST 1997-3



Tax Considerations:        The trust will not be characterized as an association
                           taxable  as a  corporation  or as a  publicly  traded
                           partnership.  The Class A Notes will be characterized
                           as debt for federal income tax purposes.

Prospectus:                The  Class A Notes are being  offered  pursuant  to a
                           Prospectus  which  includes a  Prospectus  Supplement
                           (together,  the 'Prospectus').  Complete  information
                           with respect to the Class A Notes and the  collateral
                           is   contained  in  the   Prospectus.   The  material
                           presented  herein is qualified in its entirety by the
                           information  appearing  in  the  Prospectus.  To  the
                           extent that the  foregoing is  inconsistent  with the
                           Prospectus,   the  Prospectus  shall  govern  in  all
                           respects.  Sales  of the  Class  A  Notes  may not be
                           consummated  unless the  purchaser  has  received the
                           Prospectus.

Origination:               The  Receivables  were  originated  by CPS and  Samco
                           under four programs:  (1) Standard Program; (2) First
                           Time Buyers, for first time automobile  buyers,  with
                           higher credit  standards  than the Standard  program;
                           (3) Alpha  Program,  for buyers who exceed the credit
                           guidelines  of  the  Standard   Program;   (4)  Delta
                           Program,  for  buyers  who fall  beneath  the  credit
                           guidelines of the Standard Program;

                           Samco  is an  80%  owned  subsidiary  of  CPS,  which
                           originates  Receivables  in rural  areas of the South
                           and Southwest.






            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                       12








                        CPS AUTO RECEIVABLES TRUST 1997-3




             DESCRIPTION OF AUTO RECEIVABLES AS OF THE CUT-OFF DATE


           Number of Loans                            9,826
           Current Balance                   122,915,182.63
           Average Balance                        12,509.18
           Minimum Balance                         1,181.74
           Maximum Balance                        28,751.89
           Wtd Average Coupon                         20.50%
           Wtd Average Original Term                     57
           Wtd Average Seasoning                          1
           Wtd Average Stated Remaining Term             56


The sums and percentages in the following  tables may not equal the totals shown
due to rounding.


Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

Current Rate                    Below 17.000%      2        29,061.21    0.0
                           17.000% to 17.999%    195     2,947,856.61    2.4
                           18.000% to 18.999%   1479    20,382,975.01   16.6
                           19.000% to 19.999%   1692    22,966,123.30   18.7
                           20.000% to 20.999%   1849    24,515,905.09   20.0
                           21.000% to 21.999%   2240    26,644,874.27   21.7
                           22.000% to 22.999%    388     4,506,716.15    3.7
                           23.000% to 23.999%    828     9,158,036.71    7.5
                           24.000% to 24.999%   1057    10,904,402.30    8.9
                           25.000% to 25.999%     85       777,366.46    0.6
                             26.000% and over     11        81,865.52    0.1
                                                ----   --------------  -----
                                                9826   122,915,182.63  100.0%


Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

Origination Date       Prior to January, 1997     25       322,888.10    0.3

            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.

                                       13








                        CPS AUTO RECEIVABLES TRUST 1997-3




              January, 1997       4        44,008.34    0.0
              February, 1997     14       180,848.40    0.2
              March, 1997        68       826,624.18    0.7
              April, 1997       160     1,987,800.87    1.6
              May, 1997        3035    37,441,234.83   30.5
              June, 1997       4015    50,243,017.98   40.9
              July, 1997       2505    31,868,759.93   25.9

                               9826   122,915,182.63  100.0%





            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.

                                       14








                        CPS AUTO RECEIVABLES TRUST 1997-3




Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

State                                 AE           2        22,074.44    0.0
                                      AL         388     4,701,680.12    3.8
                                      AR          34       430,900.19    0.4
                                      AZ          32       384,635.87    0.3
                                      CA        1727    22,852,025.63   18.6
                                      CO          13       155,886.11    0.1
                                      CT           1        12,742.58    0.0
                                      DC          31       394,912.20    0.3
                                      DE          35       433,552.46    0.4
                                      FL         622     7,980,241.51    6.5
                                      GA         346     4,150,471.06    3.4
                                      GU           1        10,000.35    0.0
                                      HI         213     2,684,455.87    2.2
                                      IA         111     1,248,711.45    1.0
                                      ID           1         8,086.50    0.0
                                      IL         477     5,680,743.66    4.6
                                      IN         119     1,413,397.00    1.2
                                      KS           5        77,499.19    0.1
                                      KY          61       677,277.77    0.6
                                      LA         746     9,915,208.74    8.1
                                      MD         330     4,117,909.70    3.4
                                      ME           2        23,646.75    0.0
                                      MI         366     4,548,517.09    3.7
                                      MN         142     1,741,958.42    1.4
                                      MO           8       105,403.11    0.1
                                      MS          62       764,439.66    0.6
                                      MT           2        19,819.00    0.0
                                      NC         228     2,680,010.81    2.2
                                      ND           7        69,194.84    0.1
                                      NE          31       337,041.15    0.3
                                      NJ         276     3,474,090.75    2.8
                                      NM          66       788,471.67    0.6
                                      NV         281     3,422,477.10    2.8
                                      NY         678     8,025,026.49    6.5
                                      OH         120     1,345,877.21    1.1
                                      OK          40       449,124.82    0.4
                                      OR           9       100,881.10    0.1
                                      PA         722     8,915,797.17    7.3
                                      
            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.

                                       15








                        CPS AUTO RECEIVABLES TRUST 1997-3




                                      SC         178     2,300,243.98    1.9
                                      SD          21       244,205.01    0.2
                                      TN         369     4,453,410.48    3.6
                                      TX         722     9,453,788.25    7.7
                                      UT          52       582,275.56    0.5
                                      VA         109     1,277,267.25    1.0
                                      WA          27       293,347.36    0.2
                                      WI           3        37,869.99    0.0
                                      WV           8        85,493.70    0.1
                                      WY           2        23,091.51    0.0
                                                ----   --------------  -----
                                                9826   122,915,182.63  100.0%



            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                       16








                        CPS AUTO RECEIVABLES TRUST 1997-3




Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

Remain Term              Fewer than 21 Months      2         7,412.37    0.0
                               21 - 25 Months     49       264,962.07    0.2
                               26 - 30 Months     72       518,222.50    0.4
                               31 - 35 Months    330     2,655,663.50    2.2
                               36 - 40 Months    180     1,565,375.51    1.3
                               41 - 45 Months    214     2,128,327.03    1.7
                               46 - 50 Months   1360    13,994,475.91   11.4
                               51 - 55 Months   1151    13,871,572.77   11.3
                               56 - 60 Months   6468    87,909,170.97   71.5
                                                ----   --------------  -----
                                                9826   122,915,182.63  100.0%


Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

Original Term            Fewer than 21 Months      1         2,196.78    0.0
                               21 - 25 Months     50       270,177.66    0.2
                               26 - 30 Months     68       487,596.52    0.4
                               31 - 35 Months      2        16,071.87    0.0
                               36 - 40 Months    447     3,629,265.52    3.0
                               41 - 45 Months    244     2,346,955.92    1.9
                               46 - 50 Months   1379    14,194,782.01   11.6
                               51 - 55 Months   1143    13,726,951.11   11.2
                               56 - 60 Months   6492    88,241,185.24   71.8

                                                ----   --------------  -----
                                                9826   122,915,182.63  100.0%


Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

Model Year                      Prior to 1990    100       701,571.78    0.6
                                         1990    177     1,379,766.94    1.1
                                         1991    315     2,798,057.18    2.3
                                         1992    599     6,084,258.93    5.0
                                         1993   1188    12,961,029.20   10.5
                                         1994   1955    23,652,711.68   19.2
                                         1995   2675    34,917,105.08   28.4
                                         1996   1916    26,115,073.62   21.3


            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                       17








                        CPS AUTO RECEIVABLES TRUST 1997-3



                                         1997    900    14,286,040.21   11.6
                                         1998      1        19,568.01    0.0
                                                ----   --------------  -----
                                                9826   122,915,182.63  100.0%






            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                       18








                        CPS AUTO RECEIVABLES TRUST 1997-3




Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

Original Balance                    0 - 4,999     61       260,387.43    0.2
                                5,000 - 9,999   2179    18,169,520.86   14.8
                              10,000 - 14,999   5447    67,328,978.55   54.8
                              15,000 - 19,999   1863    31,097,450.51   25.3
                              20,000 - 24,999    256     5,537,489.75    4.5
                              25,000 and over     20       521,355.53    0.4
                                                ----   --------------  -----
                                                9826   122,915,182.63  100.0%


Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

New/Used                                    N    734    11,790,036.01    9.6
                                            U   9092   111,125,146.62   90.4
                                                ----   --------------  -----
                                                9826   122,915,182.63  100.0%


Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

Program                                 ALPHA   4516    59,513,944.28   48.4
                                        OTHER      1        13,141.08    0.0
                                        DELTA   1010    11,617,937.20    9.5
                             FIRST TIME BUYER   1120    12,220,785.75    9.9
                                     STANDARD   3179    39,549,374.32   32.2
                                                ----   --------------  -----
                                                9826   122,915,182.63  100.0%



Aggregate Field                   Description   Count       Balance    Pool%
- ---------------                   -----------   -----       -------    -----

Source                                  OTHER      1        13,141.08    0.0
                                          CPS   9369   117,940,718.49   96.0
                                        SAMCO    456     4,961,323.06    4.0
                                                ----   --------------  -----
                                                9826   122,915,182.63  100.0%



            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                       19








                        CPS AUTO RECEIVABLES TRUST 1997-3



                   BOND SENSITIVITY TO PREPAYMENT ASSUMPTIONS

                                              ABS %
CLASS A-1                1.00%   1.25%   1.50%   1.75%   2.00%   2.25%
- -------------------------------------------------------------------------
Average Life             1.064   0.970   0.888   0.818   0.756   0.703
Duration                 0.989   0.905   0.832   0.768   0.712   0.664
Yield (at 100-00)        6.240   6.240   6.240   6.240   6.240   6.240
First Payment             9/97    9/97    9/97    9/97    9/97    9/97
Last Payment             12/99    9/99    7/99    5/99    4/99    2/99
Payment Window (months)     28      25      23      21      20      18

                                              ABS %
CLASS A-2                1.00%   1.25%   1.50%   1.75%   2.00%   2.25%
- -------------------------------------------------------------------------
Average Life             3.387   3.203   3.001   2.786   2.570   2.367
Duration                 2.941   2.795   2.634   2.463   2.288   2.122
Yield (at 100-00)        6.589   6.589   6.589   6.589   6.589   6.589
First Payment            12/99    9/99    7/99    5/99    4/99    2/99
Last Payment              4/02    3/02    2/02   12/01    7/01    3/01
Payment Window (months)     29      31      32      32      28      26



            THIS PAGE MUST BE ACCOMPANIED BY A DISCLAIMER. IF YOU DID
               NOT RECEIVE SUCH A DISCLAIMER, PLEASE CONTACT YOUR
             PAINEWEBBER INCORPORATED FINANCIAL ADVISOR IMMEDIATELY.


                                       20