U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

    For the quarterly period ended June 30, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    For the transition period from __________ to __________

                         Commission File Number 0-14819


                          RENT-A-WRECK OF AMERICA, INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its Charter)


           Delaware                                              95-3926056
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


               10324 South Dolfield Drive, Owings Mills, MD 21117
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


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


            11460 Cronridge Drive, Suite 120, Owings Mills, MD 21117
            --------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

   Check  whether the issuer (1) has filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act 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 [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable  date:  3,878,217 shares as of July
25, 2000.

     Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
<PAGE>
                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES

                           FORM 10-QSB - JUNE 30, 2000

                                      INDEX


PART I.  FINANCIAL INFORMATION                                              Page
                                                                            ----
Item 1.  Financial Statements

         Consolidated Balance Sheets as of March 31, 2000 and
         June 30, 2000 (Unaudited)                                          2-3

         Consolidated Statements of Earnings for the Three Months
         ended June 30, 1999 and 2000 (Unaudited)                             4

         Consolidated Statements of Cash Flows for the Three
         Months ended June 30, 1999 and 2000 (Unaudited)                      5

         Notes to Consolidated Financial Statements (Unaudited)            6-10

Item 2.  Management's Discussion and Analysis or Plan of Operation        10-13

PART II. OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds                           14

Item 3.  Defaults Upon Senior Securities                                     14

Item 4.  Submission of Matters to a Vote of Security Holders                 14

Item 5.  Other Information                                                   14

Item 6.  Exhibits and Reports on Form 8-K                                    14

         Signatures                                                          15

                                        1
<PAGE>
                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                March 31,         June 30,
                                                                  2000             2000
                                                              -----------       -----------
                                                                                (Unaudited)
<S>                                                           <C>               <C>
CURRENT ASSETS:
  Cash and Cash Equivalents ............................      $   701,808       $   809,864
  Restricted Cash ......................................          745,514           772,905
  Accounts Receivable, net of allowance for
   doubtful accounts of $829,253 and $816,249 at
   March 31, 2000 and June 30, 2000, respectively:
    Continuing License Fees and Advertising Fees .......          365,462           380,317
    Current Portion of Notes Receivable ................          416,002           425,183
    Current Portion of Direct Financing Leases .........            5,406             4,726
    Other ..............................................          305,685            71,277
  Prepaid Expenses and Other ...........................          184,045           177,447
  Income Taxes Recoverable .............................               --           170,079
  Deferred Tax .........................................          614,541           373,541
                                                              -----------       -----------

       TOTAL CURRENT ASSETS ............................        3,338,463         3,185,339
                                                              -----------       -----------
PROPERTY AND EQUIPMENT:
  Furniture ............................................           99,399           100,758
  Computer Hardware and Software .......................          431,918           514,863
  Machinery and Equipment ..............................           98,172            98,172
  Leasehold Improvements ...............................           54,321            54,321
  Vehicles .............................................          187,360           150,801
                                                              -----------       -----------
                                                                  871,170           918,915
  Less: Accumulated Depreciation and Amortization ......         (493,612)         (512,558)
                                                              -----------       -----------

       NET PROPERTY AND EQUIPMENT ......................          377,558           406,357
                                                              -----------       -----------
OTHER ASSETS:
  Intangible Assets, net of accumulated amortization
   of $132,035 and $136,976 at March 31, 2000 and
   June 30, 2000, respectively .........................          193,666           188,725
  Long-term Portion of Notes and Direct Financing
   Lease Receivables, net of allowance of $3,000
   at March 31, 2000 and June 30, 2000, respectively....           70,438            64,385
                                                              -----------       -----------
                                                                  264,104           253,110
                                                              -----------       -----------

       TOTAL ASSETS ....................................      $ 3,980,125       $ 3,844,806
                                                              ===========       ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        2
<PAGE>
                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                      March 31,       June 30,
                                                                        2000            2000
                                                                     ----------      ----------
                                                                                     (Unaudited)
<S>                                                                  <C>             <C>
CURRENT LIABILITIES:
  Accounts Payable and Accrued Expenses .........................    $1,359,215      $  826,887
  Dividends Payable .............................................        22,100          22,100
  Insurance Financing Payable ...................................            --         436,425
  Insurance Loss Reserves .......................................       379,075         407,577
  Income Taxes Payable ..........................................       338,550              --
                                                                     ----------      ----------

       TOTAL CURRENT LIABILITIES ................................     2,098,940       1,692,989
                                                                     ----------      ----------
LONG-TERM LIABILITIES:
  Deferred Tax Liability ........................................        45,681          45,681
                                                                     ----------      ----------

       TOTAL LONG-TERM LIABILITIES ..............................        45,681          45,681
                                                                     ----------      ----------

    TOTAL LIABILITIES ...........................................     2,144,621       1,738,670
                                                                     ----------      ----------

COMMITMENTS AND CONTINGENCIES ...................................            --              --

SHAREHOLDERS' EQUITY:
  Convertible Cumulative Series A Preferred Stock, $.01 par
   value; authorized 10,000,000 shares; issued and
   outstanding 1,105,000 shares at March 31, 2000 and at
   June 30, 2000 (aggregate liquidation preference $884,000
   at March 31, 2000 and June 30, 2000) .........................        11,050          11,050
  Common Stock, $.01 par value; authorized 25,000,000 shares;
   issued and outstanding 3,568,217 shares at March 31, 2000
   and June 30, 2000 ............................................        35,682          35,682
  Additional Paid-In Capital ....................................     1,423,181       1,423,181
  Retained Earnings .............................................       365,591         636,223
                                                                     ----------      ----------

       TOTAL SHAREHOLDERS' EQUITY ...............................     1,835,504       2,106,136
                                                                     ----------      ----------

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ...............    $3,980,125      $3,844,806
                                                                     ==========      ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>
                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                      Three Months Ended June 30,
                                                                     -----------------------------
                                                                         1999              2000
                                                                     -----------       -----------
<S>                                                                  <C>               <C>
REVENUES:
  Initial License Fees ...........................................   $   362,001       $   368,500
  Continuing License Fees ........................................       679,305           815,394
  Advertising Fees ...............................................       220,784           241,478
  Insurance Premiums .............................................       175,849           257,369
  Other ..........................................................        41,222            46,936
                                                                     -----------       -----------

                                                                       1,479,161         1,729,677
                                                                     -----------       -----------
EXPENSES:
  Salaries, Consulting Fees and Employee Benefits ................       238,937           254,465
  Advertising and Promotion ......................................       322,019           366,158
  Sales and Marketing ............................................       178,364            94,059
  Insurance Underwriting Expenses ................................       144,954           286,090
  General and Administrative Expenses ............................       241,861           260,302
  Depreciation & Amortization ....................................        32,135            28,326
                                                                     -----------       -----------

                                                                       1,158,270         1,289,400
                                                                     -----------       -----------

       OPERATING INCOME ..........................................       320,891           440,277

OTHER INCOME (EXPENSE)
  Interest Income ................................................        24,393            42,632
  Interest Expense ...............................................        (6,614)           (6,927)
                                                                     -----------       -----------
                                                                          17,779            35,705
                                                                     -----------       -----------
       INCOME BEFORE INCOME TAX EXPENSE ..........................       338,670           475,982
                                                                     -----------       -----------

INCOME TAX EXPENSE ...............................................       105,639           183,250
                                                                     -----------       -----------

       NET INCOME ................................................   $   233,031       $   292,732

DIVIDENDS ON CONVERTIBLE CUMULATIVE PREFERRED STOCK ..............        22,600            22,100
                                                                     -----------       -----------
NET INCOME APPLICABLE TO COMMON AND COMMON EQUIVALENT SHARES......   $   210,431       $   270,632
                                                                     -----------       -----------
EARNINGS PER COMMON SHARE
  Basic ..........................................................   $       .05       $       .08
                                                                     -----------       -----------

Weighted average common shares ...................................     3,940,409         3,568,217
                                                                     ===========       ===========

  Diluted ........................................................   $       .04       $       .05
                                                                     -----------       -----------
Weighted average common shares plus options and warrants..........     5,893,288         5,420,523
                                                                     ===========       ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>
                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Three Months Ended June 30,
                                                                   -----------------------------
                                                                       1999              2000
                                                                   -----------       -----------
<S>                                                               <C>               <C>
Increase (decrease) in cash and cash equivalents

Cash flows from operating activities:
 Net income ....................................................   $   233,031       $   292,732
 Adjustments to reconcile net income
   to net cash provided by operating activities:
   Depreciation and amortization ...............................        32,135            28,326
   Deferred income taxes .......................................       (28,665)          241,000
   Gain on disposal of property and equipment ..................            --            (8,208)
   Provision for doubtful accounts .............................        78,129           (13,004)
 Changes in assets and liabilities:
   Accounts and notes receivable ...............................       495,459           230,109
   Prepaid expenses and other ..................................         6,128             6,598
   Income taxes recoverable ....................................            --          (170,079)
   Accounts payable and accrued expenses .......................      (121,633)         (532,328)
   Income taxes payable ........................................      (171,678)         (338,550)
   Insurance loss reserves .....................................        52,431            28,502
                                                                   -----------       -----------

        Net cash provided by (used in) operating activities.....       575,337          (234,902)
                                                                   -----------       -----------

Cash flows from investing activities:
 Increase in restricted cash ...................................        (2,022)          (27,391)
 Proceeds from sale of property and equipment ..................            --            32,500
 Acquisition of property and equipment .........................        (5,892)          (76,476)
 Additions to intangible assets ................................       (14,815)               --
                                                                   -----------       -----------

        Net cash used in investing activities ..................       (22,729)          (71,367)
                                                                   -----------       -----------

Cash flow from financing activities:
 (Decrease) increase in insurance financing payable ............       (92,103)          436,425
 Preferred dividends paid ......................................      (169,697)          (22,100)
                                                                   -----------       -----------

        Net cash (used in) provided by financing activities.....      (261,800)          414,325
                                                                   -----------       -----------

        Net increase in cash and cash equivalents ..............       290,808           108,056

Cash and cash equivalents at beginning of period ...............       861,794           701,808
                                                                   -----------       -----------

Cash and cash equivalents at end of period .....................   $ 1,152,602       $   809,864
                                                                   -----------       -----------
Supplemental disclosure of cash flow information:
  Interest paid ................................................   $     6,614             6,927
  Taxes paid ...................................................   $   301,700       $   449,996
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        5
<PAGE>
                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000


1. CONSOLIDATED FINANCIAL STATEMENTS

   The consolidated  financial  statements presented herein include the accounts
of  Rent-A-Wreck  of  America,   Inc.   ("RAWA,   Inc.")  and  its  wholly-owned
subsidiaries,  Rent-A-Wreck One Way, Inc. ("RAW One Way"), Consolidated American
Rental Insurance Company,  LTD ("CAR Insurance") and Bundy American  Corporation
("Bundy"), and Bundy's subsidiaries,  Rent-A-Wreck Leasing, Inc. ("RAW Leasing")
and Priceless Rent-A-Car, Inc. ("PRICELESS").

     All of the above  entities are  collectively  referred to as the  "Company"
unless the context  provides or requires  otherwise.  All material  intercompany
balances and  transactions  have been eliminated in the  consolidated  financial
statements.

     The  consolidated  balance sheet as of June 30, 2000, and the  consolidated
statements of earnings and cash flows for the three-month periods ended June 30,
1999 and 2000 have been prepared by the Company without audit. In the opinion of
management,  all adjustments  which are necessary to present a fair statement of
the results of operations  for the interim  periods have been made, and all such
adjustments are of a normal recurring nature.  Certain  information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with  accounting  principles  generally  accepted in the United States have been
condensed or omitted.  These financial  statements should be read in conjunction
with the financial  statements and notes thereto included in the Company's March
31, 2000 audited financial statements. The results of operations for the interim
periods are not necessarily indicative of the results for a full year.

2. PREFERRED STOCK

   For the quarter ended June 30, 2000,  the Company  declared  dividends on the
Preferred  Stock  totaling  $22,100,  which are  expected  to be paid during the
second quarter of the Company's fiscal year.

                                        6
<PAGE>
3. EARNINGS PER SHARE

     A  reconciliation  of  the  numerators  and  denominators  utilized  in the
computation of basic and diluted earnings per share for the three-month  periods
ended June 30, 1999 and 2000 is as follows:

                                                      1999               2000
                                                   ----------         ----------
BASIC EPS COMPUTATION
Numerator:
  Net income applicable to common shares           $  210,431         $  270,632

Denominator:
  Weighted average common shares                    3,940,409          3,568,217
                                                   ----------         ----------

Basic EPS                                          $      .05         $      .08
                                                   ==========         ==========

DILUTED EPS COMPUTATION
Numerator:
  Net income applicable to common shares           $  210,431         $  270,632
  Dividends on convertible preferred stock             22,600             22,100
                                                   ----------         ----------
                                                      233,031            292,732
                                                   ----------         ----------
Denominator
  Weighted average common shares                    3,940,409          3,568,217
  Weighted average convertible preferred stock      1,132,808          1,105,000
  Weighted average options and warrants               820,071            747,306
                                                   ----------         ----------
                                                    5,893,288          5,420,523
                                                   ----------         ----------

Diluted EPS                                        $      .04         $      .05
                                                   ==========         ==========

                                        7
<PAGE>
GEOGRAPHIC AND INDUSTRY SEGMENTS

     The Company currently  operates in two principal  segments:  Vehicle Rental
Franchise Programs and Insurance  Coverage for its franchisees.  Corporate costs
are allocated to each  segment's  operations  and are included in the measure of
each segment's  profit or loss. The geographic data include  revenues based upon
customer locations and assets based on physical locations.

     The Company's foreign  operations are presently  conducted by CAR Insurance
in Bermuda.

     Information by geographic area and industry segment is as follows:

                                                              June 30,
                                                     --------------------------
                                                        1999           2000
                                                     -----------    -----------
Net revenues from external customers
  Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $ 1,202,261    $ 1,334,024
  Vehicle Rental Franchises-Pricele$$-(U.S.)              96,462        134,065
  Corporate-(U.S.)                                         4,589          1,500
  Insurance-(U.S.)                                       175,849        260,088
  Insurance-(Bermuda)                                         --             --
                                                     -----------    -----------
                                                     $ 1,479,161    $ 1,729,677

Segment operating income
  Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $   340,669    $   516,753
  Vehicle Rental Franchises-Pricele$$-(U.S.)              16,194         21,814
  Corporate-(U.S.)                                       (18,920)       (19,101)
  Insurance-(U.S.)                                       (17,052)       (79,189)
  Insurance-(Bermuda)                                         --             --
                                                     -----------    -----------
                                                     $   320,891    $   440,277

Segment assets
  Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $ 1,460,563    $ 1,676,745
  Vehicle Rental Franchises-Pricele$$-(U.S.)             170,519        347,160
  Corporate-(U.S.)                                       666,816        449,651
  Insurance-(U.S.)                                       666,970      1,363,351
  Insurance-(Bermuda)                                    651,611          7,899
                                                     -----------    -----------
                                                     $ 3,616,479    $ 3,844,806

Expenditures for segment assets
  Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $        --    $        --
  Vehicle Rental Franchises-Pricele$$-(U.S.)                  --            750
  Corporate-(U.S.)                                         5,892         75,726
  Insurance-(U.S.)                                            --             --
  Insurance-(Bermuda)                                         --             --
                                                     -----------    -----------
                                                     $     5,892    $    76,476
                                                     ===========    ===========

                                        8
<PAGE>
                                                              June 30,
                                                     --------------------------
                                                        1999           2000
                                                     -----------    -----------
Depreciation and amortization
  Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $     4,298    $     4,472
  Vehicle Rental Franchise-Pricele$$-(U.S.)                1,319            468
  Corporate-(U.S.)                                        26,518         23,386
  Insurance-(U.S.)                                            --             --
  Insurance-(Bermuda)                                         --             --
                                                     -----------    -----------
                                                     $    32,135    $    28,326
                                                     ===========    ===========
Interest income
  Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $     6,903    $    20,925
  Vehicle Rental Franchises-Pricele$$-(U.S.)                 823          1,871
  Corporate-(U.S.)                                         5,909          1,942
  Insurance-(U.S.)                                            --         17,894
  Insurance-(Bermuda)                                     10,758             --
                                                     -----------    -----------
                                                     $    24,393    $    42,632
                                                     ===========    ===========
Interest expense
  Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $       377    $        --
  Vehicle rental Franchise-Pricele$$-(U.S.)                   --              6
  Corporate-(U.S.)                                             1             --
  Insurance-(U.S.)                                         6,236          6,921
  Insurance- (Bermuda)                                        --             --
                                                     -----------    -----------
                                                     $     6,614    $     6,927
                                                     ===========    ===========
Income taxes
  Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $   105,639    $   183,250
  Vehicle rental Franchises-Pricele$$-(U.S.)                  --             --
  Corporate-(U.S.)                                            --             --
  Insurance-(U.S.)                                            --             --
  Insurance-(Bermuda)                                         --             --
                                                     -----------    -----------
                                                     $   105,639    $   183,250
                                                     ===========    ===========

                                        9
<PAGE>
4. LITIGATION

     The Company is party to legal  proceedings  incidental to its business from
time to time. Certain claims,  suits and complaints arise in the ordinary course
of business and may be filed  against the  Company.  Based on facts now known to
the Company,  management  believes all such matters are adequately provided for,
covered by insurance or, if not so covered or provided  for, are without  merit,
or  involve  such  amounts  that  would  not  materially  adversely  affect  the
consolidated results of operations or financial position of the Company.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO JUNE 30, 1999

     The Company  operates in two principal  segments:  Vehicle Rental Franchise
Programs (franchising) and Insurance Coverage (insurance).  Franchising consists
of operations under the  Rent-A-Wreck  and Priceless lines of business.  For the
quarter  ended  June  30,  2000,   franchising   operations   comprised  85%  of
consolidated  net  revenues  (88% in 1999)  and 122% of  consolidated  operating
income (111% in 1999).

     Revenue from franchising  operations,  which includes initial license fees,
continuing  license fees and  advertising  fees,  increased  by $163,282  (13%).
Initial license fees increased by $6,499 (2%), continuing license fees increased
by $136,089  (20%),  and  advertising  fees  increased  by $20,694  (9%).  These
increases  resulted  primarily  from the  addition of new  franchises  and fleet
growth at existing  franchises.  The timing of closings of new franchise  sales,
each of which is for a relatively large amount of revenue, varies over the year,
contributing to periodic increases or decreases in reported results.  Management
does not believe  these  short-term  variations  are  indicative  of longer term
trends.

     Revenues from insurance  premiums  increased by $81,520 (46%) due to higher
participation  by the  Company's  franchisees  in the  Company's  CAR  Insurance
program.

     Total  operating  expenses for both  segments  increased by $131,130  (11%)
compared to the prior  period.  Salary  expense for both  segments  increased by
$15,528 (6%) primarily as a result of hiring additional employees in response to
the growth of the Company's  franchising  operations.  Advertising and promotion
expenses  increased by $44,139 (14%),  which resulted primarily from an increase
in national  advertising  expense to promote the  Company.  Sales and  marketing
expenses  decreased by $84,305 (47%),  which resulted primarily from a reduction
in  bad  debt  expense  due  to  the  Company's  collection  efforts.  Insurance
underwriting  expenses  increased  by $141,136  (97%) due to an increase in paid
losses  and loss  reserves  for  unsettled  claims  in  connection  with  higher
participation of the Company's franchisees in its CAR Insurance program. General
and  administrative  expenses for both segments increased by $18,441 (8%), which
resulted  primarily from increased rent expense in connection with the Company's
new location.

                                       10
<PAGE>
     The  Company  realized  operating  income  of  $440,277,  before  taxes and
interest,  for the three-month  period ended June 30, 2000 compared to operating
income of $320,891 for the same period in the prior year, reflecting an increase
of $119,386 (37%). This increase resulted primarily from continuing license fees
due to fleet growth at existing franchises.

     Net  interest  income  increased  by  $17,926  (101%).  This  increase  was
primarily due to improved cash management.

     Income tax expense for the quarter ended June 30, 2000 increased by $77,611
(73%)  compared  to the  three-month  period  ended June 30,  1999 due to higher
pre-tax earnings.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2000, the Company had working capital of $1,492,350 compared to
$1,239,523 at March 31, 2000. This increase of $252,827 resulted  primarily from
the net profit earned during the three-month period ended June 30, 2000.

     In March 2000, the Company obtained a $1,000,000 letter of credit from Bank
of America in  connection  with the  Company's  CAR  Insurance  subsidiary,  and
replaced  its  letters of credit with The Chase  Manhattan  Bank and the Bank of
Butterfield.  This letter of credit is part of the agreement between the Company
and Bank of America as  security  for the  letter of credit  issued to  American
International Group ("AIG") by Bank of America. This letter of credit is secured
by a certificate  of deposit of $600,000 held by Bank of America plus 50% of all
the Company's  eligible accounts  receivable.  Funds drawn against the letter of
credit bear  interest at Bank of America's  prime  commercial  lending rate plus
1.5% (which prime rate was 9.50% on July 27,  2000).  For the quarter ended June
30,  2000,  AIG has not  drawn any funds  from the  letter of credit  and all $1
million is available.

     The Company  rents its office  facilities  under the terms of an  operating
lease with a related party.  The monthly office  facilities lease commitment was
$9,290 at June 30, 2000.

     Property  and  equipment  increased  by $47,745 (5%) from March 31, 2000 to
June 30, 2000. This increase occurred primarily due to additional  investment in
computer  software and  hardware,  partially  offset by the sale of a vehicle in
connection with the wheelchair van program.

     Cash used in  operations  was  $234,902,  resulting  from the  decrease  in
accounts payable and accrued expenses, a decrease in income taxes payable (which
resulted in an increase in income taxes  recoverable),  partially  offset by net
income before  depreciation  plus the decrease in accounts and notes  receivable
and prepaid  expenses  and the  increase in insurance  loss  reserves.  Accounts
payable and accrued expenses  decreased  primarily due to payment being made for
the Company's repurchase of 500,000 options for $625,000.  The net change in the
liability  (which is now a  recoverable  income tax refund) is a result of taxes
currently  payable,  offset by taxes  paid for the year  ended  March 31,  2001.
Accounts and notes receivable decreased primarily due to funds received from AIG
in connection with the  reinsurance  program and funds recovered from settlement
of a lawsuit.  Prepaid expense  decreased  primarily due to the normal timing of
the  expiration of certain  prepaid  items.  Insurance  loss reserves  increased
primarily due to an increase in unsettled claims associated with the increase in
participation in the CAR Insurance program.

                                       11
<PAGE>
     Cash used in  investing  activities  of $71,367  related  primarily  to the
acquisition of computer software,  hardware,  and an increase in restricted cash
due to the Company's  additional  liability to the national advertising fund due
to an increase in advertising  fees,  partially  offset by the proceeds from the
sale of one vehicle.

     Cash provided by financing  activities during the same period was $414,325,
resulting from an increase in insurance financing payable in connection with the
CAR Insurance program, offset by the payment of preferred dividends.

The Company  believes it has sufficient  working capital to support its business
plan through fiscal 2001.

RECLASSIFICATION

     Certain prior year amounts have been reclassified to conform to the current
year presentation.

IMPACT OF INFLATION

     Inflation  has had no  material  impact  on the  operations  and  financial
condition of the Company.

     The  statements  regarding  anticipated  future  performance of the Company
contained in this report are forward-looking  statements which are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These  forward-looking  statements  involve risks and  uncertainties  that
could  cause  the  Company's  actual  results  to  differ  materially  from  the
forward-looking  statements.  Factors  which could cause or  contribute  to such
differences include, but are not limited to, the Company's limited experience in
the reinsurance  business and the potential for negative claims experience,  the
effects of  government  regulation  of the  Company's  franchise  and  insurance
programs  including  maintaining  properly  registered  franchise  documents and
making any required  alterations  in the Company's  franchise  program to comply
with changes in the laws,  competitive pressures from other motor vehicle rental
companies which have greater marketing and financial resources than the Company,
protection  of the  Company's  trademarks,  and the  dependence on the Company's
relationships with its franchisees. These risks and uncertainties are more fully
described under the caption,  "Item 6 - Management's  Discussion and Analysis of
Financial  Condition  and  Results of  Operations  -  Important  Factors" in the
Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2000.
All forward-looking  statements should be considered in light of these risks and
uncertainties.

                                       12
<PAGE>
                             SELECTED FINANCIAL DATA

Set forth below are selected  financial  data with  respect to the  consolidated
statements  of  earnings  of the  Company  and its  subsidiaries  for the fiscal
quarters  ended June 30, 2000 and 1999 and with  respect to the  balance  sheets
thereof at June 30 in each of those years.

         The  selected  financial  data have  been  derived  from the  Company's
unaudited  consolidated  financial  statements and should be read in conjunction
with the financial  statements  and related  notes  thereto and other  financial
information appearing elsewhere herein.

                                                Three Months ended June 30,
                                               -----------------------------
                                                 1999                 2000
                                               --------             --------
                                               (in thousands except per share
                                              amounts and number of franchises)
                                                        (Unaudited)
FRANCHISEES' RESULTS
 Franchisees' revenue (1)                       $11,322             $ 13,590
 Number of franchised locations                     655                  663

RESULTS OF OPERATIONS
 Total revenue                                  $ 1,479             $  1,730
 Total expense                                    1,158                1,298
 Income before income taxes                         339                  476
 Net income                                         233                  293
 Earnings per common share

 Basic                                          $   .05             $    .08
 Weighted average common shares                   3,940                3,568

 Diluted                                        $   .04             $    .05
 Weighted average common shares plus
  convertible preferred stock, and options
  and warrants                                    5,893                5,421

EBITDA (2)                                         378                  511

BALANCE SHEET DATA
 Working capital                                $ 1,578             $  1,492
 Total assets                                   $ 3,616             $  3,845
 Shareholders' Equity                           $ 2,105             $  2,106

----------
(1)  The  franchisees'  revenue data have been derived  from  unaudited  reports
     provided by franchisees in paying license fees.
(2)  "EBITDA" is earnings before interest expense,  depreciation,  amortization,
     taxes and  repurchase  of options.  EBITDA should not be  interpreted  as a
     measure of operating results, cash flow provided by operating activities, a
     measure  of  liquidity,  or as an  alternative  to any  generally  accepted
     accounting  principle  measure of  performance.  The  Company is  reporting
     EBITDA  because it is a widely  used  financial  measure  of the  potential
     capacity of a company to incur and service  debt.  Rent-A-Wreck's  reported
     EBITDA may not be  comparable  to similarly  titled  measures used by other
     companies.

SUBSEQUENT EVENTS

   On July 24, 2000, Kenneth A. Blum, Jr., President,  exercised 100,000 options
expiring June 30, 2003 to buy common stock at $1.00 per share.  On the same day,
William L. Richter, Vice Chairman,  exercised 30,000 options and 54,000 warrants
expiring June 30, 2003 to buy common stock at $1.00 and $1.15, respectively, per
share, and Richter  Investment Corp., an affiliate of Mr.  Richter's,  exercised
45,000 options and 81,000 warrants expiring June 30, 2003 to buy common stock at
$1.00 and $1.15, respectively, per share.

                                       13
<PAGE>
                           PART II. OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) See Exhibit Index following the Signatures  page, which is incorporated
herein by reference.

     (b) No  reports on Form 8-K were filed  during the  quarter  for which this
report is filed.

                                       14
<PAGE>
                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                         Rent-A-Wreck of America, Inc.
                                  (Registrant)


By:                                                             Date:


/s/ Mitra Ghahramanlou                                          August 7, 2000
--------------------------------
Mitra Ghahramanlou
Chief Accounting Officer


/s/ Kenneth L. Blum, Sr.                                        August 7, 2000
--------------------------------
Kenneth L. Blum, Sr.
CEO and Chairman of
the Board

                                       15
<PAGE>
                                  EXHIBIT INDEX
                                       TO
                          RENT-A-WRECK of AMERICA, INC.
                 FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 2000


Exhibit No.                    Description
-----------                    -----------

   27                    Financial Data Schedule                 Filed herewith.