
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934


                                 April                                  June 2230, 2005
                 Date of Report (Dates earliest event reported)

                           NATIONAL AUTO CREDIT, INC.
             (Exact Name of Registrant as Specified in its Charter)


DELAWARE                                                             1-11601                                       34-1816760
(State or Other Jurisdiction of           (Commission                             (I.R.S. Employer
Incorporation or Organization)                File No.)                            Identification No.)


                               555 MADISON AVENUE
                                   29TH FLOOR
                               NEW YORK, NY 10022
              (Address of principal executive offices and zip code)


                                 (212) 644-1400
              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
          (Former name of former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under and of the
following provisions:

[ ]___  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]___  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
     CFR240.14a-12)

[ ]___  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17CFR240.14d-2(b))

[ ]___  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17CFR240.12e-4(c))




ITEM 17.01 ENTRYREGULATION INTOFD A MATERIAL DEFINITIVE AGREEMENTDISCLOSURE.

     InOn orderJune to settle a derivative and class action entitled Robert Zadra30, et
al v2005, James A. McNamara, et al (Index. No. 01-604859) (hereinafter referred to
as the "New York Action") that was commenced against National Auto Credit, Inc.
("NAC") andissued certain of its directors in the Supreme Court of the State of New
York, New York County (the "New York Court"), NAC entered into a Novemberpress 2004release
Amendedannouncing Stipulation of Settlement (the "New York Settlement Stipulation"). Under
the terms of that settlement,it NACconsummated agreed (subject to certain terms and
conditions) to, among other things, (a) adopt or implement certain corporate
governance procedures or policies, (b) issue up to 1 million warrants,
exercisable for shares of NAC's common stock at a price of $1.55 per share, to a
specified class of holders of NAC's common stock and (c) make certain payments
for legal fees for counsel to the plaintiffs in the New York Action.

     The summary description of the New York Settlement Stipulation and its
terms containedpreviously indisclosed thisagreement document is subject to thesettle full terms and conditions ofall
theoutstanding Newshareholder Yorklitigation Settlement Stipulation, a copy of which is attached as an Exhibit.

     In order to facilitate the settlement and dismissalrepurchase of a separate
derivative action entitled In re National Auto Credit1, Inc562,500 Shareholders
Litigationshares (Index No. 19028 NC) (hereinafter referred to as the "Delaware
Action"), which had been commenced in the Chancery Court for the State of
Delaware (the "Delaware Court") against NAC, as well as the New York Action, onCommon
April 22, 2005, NAC entered into a Stock Purchasefrom Agreementunaffiliated ("Agreement")third with
parties, Academy Capital Management, Inc., Diamond 
A. Partners, L.P., Diamond A.
 Investors, L.P., Ridglea Investor Services, Inc. 
and William S. Banowsky
(hereinafter referred to collectively as the ("Selling Stockholders"). The
Selling Stockholders had also raised objections to the settlement of the New
York Action. The New York Court (a) rejected the objections raised by the
Selling Stockholders and (b) approved as fair and in the best interests of NAC
and its shareholders the proposed settlement of the New York Action as set forth
in the New York Settlement Stipulation. The Selling Stockholders then filed an
appeal (the "Appeal") to such determination by the New York Court.

     Pursuant toA thecopy terms of the Agreement, the Selling Stockholders have
agreed, among other things, to do the following:

     o    enter into a stipulation (to be filed with the New York Court)
          pursuant to which they will (a) irrevocably withdraw, with prejudice,
          any objections they had asserted or might have asserted with respect
          to the settlement of the New York Action, (b) stipulate to the entry
          of an order dismissing the New York Action and (c) agree to the
          dismissal of the Appeal.

     o    enter into a stipulation (to be filed with the Appellate Division,
          First Department of the Supreme Court of the State of New York)
          providing for the dismissal of the Appeal.

     o    enter into a stipulation (to be filed in the Delaware Court), pursuant
          to which they will agree to the dismissal of the Delaware Action with
          prejudice.


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The Selling Stockholders have executed and delivered to NAC each of the
stipulations referred to above.

     Pursuant to the Agreement, NAC has agreed (subject to certain terms and
conditions set forth in the Agreement) to purchase from the Selling Shareholders
their 1,562,500 shares of common stock at a price of $0.6732 per share (or a
total purchase price of $1,051,875) and to contribute $100,000 to cover a
portion of the legal fees incurred by the Selling Shareholders. NAC's obligation
to purchase such shares is conditioned upon (as well as certain other
conditions) (a) an order or judgment having been entered by the New York Court
in the New York Action, dismissing the New York Action with prejudice, which
order or judgment shall not be subject to appeal or the time to appeal such
order or judgment shall have lapsed, and (b) an order or judgment having been
entered by the Delaware Court in the Delaware Action, dismissing the Delaware
Action with prejudice, which order or judgment shall not be subject to appeal or
the time to appeal such order or judgment shall have lapsed. NAC anticipates
that all or a substantial portion of the purchase price for any shares purchasedpress
fromrelease the Selling Shareholders, as well as the $100,000 referred to above for
legal fees of the Selling Shareholders, will be funded from the net proceeds of
the $2.5 million that has been provided by NAC's insurer for a settlement fund
in the New York Action. The summary description of the Agreement and its terms
contained in this document is subject to the full terms and conditions of the
Agreement, a copy of which is attached as an Exhibit.

     As acknowledged by the Selling Shareholders in the Agreement, NAC was
willing to enter into the Agreement, settle the New York Action and the Delaware
Action and consummate the other transactions contemplated by the Agreement in
order to terminate prolonged and expensive litigation and NAC's entry into the
Agreement would not constitute or be deemed to constitute or evidence any
improper or illegal conduct by or on behalf of NAC (or any of its directors,
officers, employees and other agents or representatives) or any other wrong
doing by NAC (or any of its directors, officers, employees and other agents or
representatives)99.1 The Agreement was approved by the disinterested and
independent members of NAC's Board of Directors.

     Management believes that settlement of the New York Action and the Delaware
Actions, as provided for in the Agreement and the New York Settlement
Stipulation, will allow management to concentratethis its efforts on NAC's business
and will allow NAC to avoid the costs and distractions of prolonged litigationreport.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (ac) Exhibit 99.1 StockPress PurchaseRelease Agreementdated DatedJune as of April 130, 2005

     (b) Exhibit 99.2 November 2004 Amended Stipulation of Settlement


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                                   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 thereunto duly authorized.


                                                                                            NATIONAL AUTO CREDIT, INC.
                                                                                            (Registrant)


Dated: AprilJune 2230, 2005                                               By: /s/ James McNamara
       -------------                                 -------                ------------------------------------
                                                                                                James McNamara
                                                                                                Chief Executive Officer



Dated: AprilJune 2230, 2005                                               By: /s/ Robert V. Cuddihy, Jr.
       -------------                                 -------                ------------------------------------
                                                                                                Robert V. Cuddihy, Jr.
                                                                                                Chief Financial Officer



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