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~~PURSUANT ~~Event~~TO ~~Reported:~~SECTION 13 ~~May~~OR ~~28, 2004~~15(d)

PAULA FINANCIAL
(Exact name of registrant as specified in its charter)
Delaware	0-23181	95-4640638
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer identification number)
PAULA FINANCIAL 87 E. Green Street, Suite 206 Pasadena, CA 91105
(Address of principal executive offices)
(626) 844-7100
(Registrant’s telephone number, including area code)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~Item~~Date of 9.Event ~~Regulation~~Reported: June FD10, ~~Disclosure~~2005

~~The~~PAULA ~~information included in this section is being furnished~~FINANCIAL ~~pursuant~~(Exact toname ~~Item 12. “Results~~ of ~~Operations~~registrant ~~and~~as ~~Financial~~specified ~~Condition” and is included under this Item 9~~ in ~~accordance~~its ~~with SEC Release No. 33-8216 and 34-37583.~~charter)

On May 28, 2004, PAULA Financial issued a press release announcing a cash dividend declaration. The text of the release is attached as Exhibit 99.1 to this Form 8-K.

Delaware	0-23181	95-4640368
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	identification number)

~~SIGNATURES~~PAULA FINANCIAL

~~Pursuant~~87 toEast ~~the~~Green ~~requirements of the Securities Exchange Act of 1934~~Street, ~~as amended,~~Suite ~~the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~206

Date: June 1, 2004	PAULA FINANCIAL
	By:	/s/ Deborah S. Maddocks
	Vice President - Finance

Pasadena, CA 91105

2(Address of principal executive offices)

(626) 844-7100

(Registrant’s telephone number, including area code)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01. Changes in Registrant’s Certifying Accountant

On June 10, 2005, the Company received notice that Ernst & Young LLP (“E&Y”), the Company’s former independent auditors, has declined to stand for re-election and their appointment as principal independent accountants was terminated.

The Audit Committee has been informed of the termination and the Audit Committee has commenced the process of selecting an independent registered public accounting firm to replace E&Y.

During the two most recent fiscal years and for the subsequent interim period through June 10, 2005, there were no disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of E&Y would have caused E&Y to make reference thereto in their reports on the financial statements for such years. Additionally, E&Y’s audit reports on the consolidated financial statements of the Company as of and for the years ended December 31, 2004 and 2003 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

The Company requested E&Y to furnish a letter addressed to the Commission stating whether it agrees with the above statements. A copy of that letter, dated June 16, 2005, is filed as Exhibit 16.1 to this Form 8-K.

There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulations S-K occurring during the years ended December 31, 2004 and 2003 and for the subsequent interim period through March 31, 2005.

Item 9.01 Financial Statements and Exhibits

16.1 Letter from E&Y to the Securities and Exchange Commission dated June 16, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 16, 2005	PAULA FINANCIAL


	By:	/s/ Deborah S. Maddocks
		Vice President - Finance

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