UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                                  FORM 10-KSB/A
                                (Amendment No. 1)

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

For the fiscal year ended March 31, 1998

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

For the transition period from ________________ to __________________

                           Commission File No. 0-14819

                          RENT-A-WRECK OF AMERICA, INC.
                      -------------------------------------
                      (EXACT NAME OF ISSUER IN ITS CHARTER)


         Delaware                                        95-3926056
-------------------------------             ------------------------------------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

11460 Cronridge Drive, Suite 120, Owings Mills, MD           21117
--------------------------------------------------           -----
    (Address of Principal Executive Offices)               (Zip Code)

                    Issuer's telephone number: (410) 581-5755

        Securities registered pursuant to Section 12(b) of the Act: None

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

                          Common Stock, par value $0.01

         Check whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act of 1934  during the past 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   X      No
                               ------     ------
         Check if no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will 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-KSB or any
amendment to this Form 10-KSB. [X]

         State Issuer's revenues for its most recent fiscal year. $4,676,645
                                                                 ---------------
         4,162,792 shares of common stock were outstanding as of May 26, 1998.

         Aggregate  market  value  of  voting  stock  held by  nonaffiliates  of
registrant, based upon the average of the last bid and asked price of the Common
Stock on the Nasdaq SmallCap Market,  was $2,538,080 on May 26, 1998.  Shares of
Common  Stock held by each  officer and director and by each person who owns 10%
or more of the outstanding  Common Stock have been excluded in that such persons
may be deemed t be affiliates.  This  determination  of affiliate  status is not
necessarily conclusive.

         The following  documents are  incorporated by reference and made a part
of the Form 10-KSB/A:

         1. None.

         Transitional Small Business Disclosure Format (check one): Yes   No  X
                                                                       ---   ---
<PAGE>
         This Amendment No. 1 is being filed to include portions of Schedule No.
1 to Exhibit  10.15 which the issuer no longer seeks  confidential  treatment of
with the Securities and Exchange Commission.

<PAGE>

                                   SIGNATURES

         In  accordance  with  Rule  12b-25  and  Section  13 or  15(d)  of  the
Securities Exchange Act of 1934,  Rent-A-Wreck of America,  Inc. has caused this
Amendment No. 1 to be signed on its behalf by the  undersigned,  thereunto  duly
authorized:

Rent-A-Wreck of America, Inc.
Registrant

By:                                                      Date:


/s/ Mitra Ghahramanlou                                   9/25/98
-------------------------                                -------------------
Mitra Ghahramanlou
Chief Accounting Officer
<PAGE>
                          RENT-A-WRECK OF AMERICA, INC.
                                  EXHIBIT INDEX
                                  FORM 10-KSB/A
                                 FOR FISCAL YEAR
                              ENDED MARCH 31, 1998



                                                        Incorporated by
Exhibit No.          Exhibit                            Reference from
-----------          -------                            --------------

10.15           Facultative Reinsurance                 Amended Schedule 1 filed
                Agreement dated March 1, 1997           herewith.
                between National Union Fire
                Insurance Company of Pittsburgh,
                PA and Consolidated American
                Rental Insurance Company, Ltd.