UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   Form 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                          THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                          COMMISSION FILE NO.: 1-11121

                             TFC ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                             54-1306895

(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                           Identification No.)



                              5425 Robin Hood Road
                                   Suite 101B
                            Norfolk, Virginia 23513
               (Address of principal executive office) (Zip code)

      Registrant's telephone number, including area code: - (757) 858-4054

               Securities registered pursuant to Section 12(b) of the Act:

                                      None
          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, $ .01 par value per share

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  No

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

         The aggregate market value of voting stock held by non-affiliates of
the registrant as of March 20, 1998: Common Stock - $13,665,577

         The number of shares outstanding of the registrant's common stock as of
March 20, 1998:  11,290,308.




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                              TFC ENTERPRISES, INC.

                              By:      /s/Robert S. Raley, Jr.
                                 ------------------------------------------
                                       Robert S. Raley, Jr.
                                       Chairman of the Board, President and
                                       Chief Executive Officer

Dated    April 9, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                                Title                              Date:

<S> <C>

/s/Robert S. Raley, Jr.                          Chairman of the Board                   April 9, 1998
------------------------------------             and Director, President
                                                 and Chief Executive Officer

/s/Walter S. Boone, Jr.                          Director                                April 9, 1998
------------------------------------
Walter S. Boone, Jr.

/s/Douglas B. Bywater                            Director                                April 9, 1998
------------------------------------
Douglas B. Bywater

/s/Andrew M. Ockershausen                        Director                                April 9, 1998
------------------------------------
Andrew M. Ockershausen

/s/Phillip R. Smiley                             Director                                April 9, 1998
------------------------------------
Phillip R. Smiley

/s/Linwood R. Watson                             Director                                April 9, 1998
------------------------------------
Linwood R. Watson

/s/Craig D. Poppen                               Chief Financial Officer                 April 9, 1998
------------------------------------             (Principal Accounting and
Craig D. Poppen                                   Financial Officer)
</TABLE>

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