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, 1997

         [ ]      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                               (I.R.S. Employer
 of incorporation or organization)                          Identification No.)

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

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

----------------------------------------------------
(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: 4,283,517 shares as of July
22, 1997.

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

                           FORM 10-QSB - JUNE 30, 1997


                                      INDEX


Part I.   Financial Information                          Page
-------------------------------                          ----

Item   1. Financial Statements

          Consolidated Balance Sheets as of
            March 31, 1997 and
            June 30, 1997 (Unaudited)                     2-3

          Consolidated Statements of Earnings for
            the Three Months ended
            June 30, 1996 and 1997 (Unaudited)              4

          Consolidated Statements of Cash Flows for
            the Three Months ended June 30, 1996 and
            1997 (Unaudited)                                5

          Notes to Consolidated Financial Statements
            (Unaudited)                                   6-7

Item   2. Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                    7-9

Part II.  Other Information
--------  -----------------



Item   1. Legal proceedings                                 11

Item   2. Changes in Securities                             11

Item   3. Defaults Upon Senior Securities                   11

Item   5. Other Information-Retirement of
          Stock Information                                 11

Item   6. Exhibits and Reports on Form 8-K                  11

          Signatures                                        12
<PAGE>
Part I - Financial Information

Item 1 - Financial Statements


                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET


                                                             ASSETS

                                                         March 31,   June 30,
                                                           1997        1997
                                                        -----------  ----------
                                                                    (Unaudited)
CURRENT ASSETS:
Cash and Cash Equivalents, including restricted cash... $1,077,578   $1,107,123
Accounts Receivable, net of allowance
  for doubtful accounts of $762,757 and $817,183 at
    March 31, 1997 and June 30, 1997, respectively:
    Continuing License Fees and
      Advertising Fees.................................    291,181      301,782
    Current Portion of Notes Receivable................    415,072      478,562
    Current Portion of Direct Financing
      Leases...........................................     47,228       42,770
    Insurance Premiums Receivable......................     25,784        7,505
    Other..............................................     25,136       13,051
Prepaid Expenses.......................................    117,566      199,796
                                                        -----------  ----------

    TOTAL CURRENT ASSETS...............................  1,999,545    2,150,589
                                                        -----------  ----------


PROPERTY AND EQUIPMENT:
  Vehicles.............................................     53,025       62,115
  Furniture, Equipment and Leasehold
    Improvements.......................................    738,130      485,406
  Less:  Accumulated Depreciation and
         Amortization..................................   (448,472)    (201,950)
                                                        -----------  -----------

NET PROPERTY AND EQUIPMENT.............................    342,683      345,571
                                                        -----------  ----------

OTHER ASSETS:
  Trademarks and other Intangible Assets, net of
    accumulated amortization of $88,729 and $93,676 at
    March 31, 1997 and June 30, 1997, respectively.....    219,086      215,206
  Long-term Portion of Notes and Direct Financing Lease
    Receivables, net of allowance of $16,278 and $14,979
    at March 31, 1997 and June 30, 1997, respectively..     32,629       36,168
                                                        -----------  ----------

                                                           251,715      251,374
                                                        -----------  ----------


    TOTAL ASSETS....................................... $2,593,943   $2,747,534
                                                        ===========  ==========
The accompanying notes are an integral part of this financial statement.
                                        2
<PAGE>
                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET



                      LIABILITIES AND SHAREHOLDERS' EQUITY


                                                         March 31,    June 30,
                                                           1997         1997
                                                        -----------  ----------
                                                                    (Unaudited)

CURRENT LIABILITIES:
  Accounts Payable and Accrued Expenses................ $  720,338   $  616,925
  Dividends Payable....................................     28,782       28,645
  Insurance Premiums, Deposits, and Provision for
    Loss...............................................     50,828      234,627
  Current Maturities of Capital Lease Obligations......      8,578        8,919
                                                        -----------  ----------

    TOTAL CURRENT LIABILITIES..........................    808,526      889,116
                                                        -----------  ----------


CAPITAL LEASE OBLIGATIONS, Less Current Maturities.....     30,089       27,727
                                                        -----------  ----------

    TOTAL LIABILITIES..................................    838,615      916,843
                                                        -----------  ----------



COMMITMENTS AND CONTINGENCIES                                 -            -

SHAREHOLDERS' EQUITY:

  Convertible Cumulative Series A Preferred Stock,  
    $.01 par value; authorized 10,000,000 shares; 
    issued and outstanding 1,439,125 shares at March 
    31, 1997 and 1,432,250 shares at June 30, 1997
    (aggregate liquidation preference $1,151,300
    at March 31, 1997 and $1,145,800 at June 30, 1997).     14,391       14,322
  Common Stock, $.01 par value; authorized
    25,000,000 shares; issued and
    outstanding 4,234,767 shares at March 31, 1997 and
    4,251,642 shares at June 30, 1997..................     42,347       42,516
  Additional Paid-In Capital...........................  3,021,490    3,033,890
  Accumulated Deficit.................................. (1,322,900)  (1,260,037)
                                                        -----------  -----------

    TOTAL SHAREHOLDERS' EQUITY.........................  1,755,328    1,830,691
                                                        -----------  ----------

    TOTAL LIABILITIES AND SHAREHOLDERS'
      EQUITY........................................... $2,593,943   $2,747,534
                                                        ===========  ==========

The accompanying notes are an integral part of this financial statement.
                                        3
<PAGE>
                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (UNAUDITED)

                                                     Three Months Ended June 30,
                                                     ---------------------------
                                                          1996          1997
                                                       -----------   ----------
REVENUES:
  Initial License Fees................................ $  228,000    $  270,500
  Advertising Fees....................................    170,718       176,845
  Continuing License Fees.............................    515,396       548,725
  Direct Financing Leases to Franchisees..............      2,365           375
  Insurance Premiums..................................     42,901        87,567
  Other...............................................     21,535        43,319
                                                       -----------   ----------

                                                          980,915     1,127,331

EXPENSES:
  Salaries, Consulting Fees and
    Employee Benefits.................................    187,789       195,215
  Sales and Marketing Expenses........................    182,512       247,064
  Advertising  and Promotion..........................    226,879       256,410
  General and Administrative Expenses.................    192,259       231,055
  Depreciation and Amortization.......................     28,341        30,544
                                                       -----------   ----------

                                                          817,780       960,288
                                                       -----------   ----------


      OPERATING INCOME................................    163,135       167,043

INTEREST INCOME, NET..................................     15,271        18,091
                                                       -----------   ----------

      INCOME BEFORE INCOME TAX EXPENSE................    178,406       185,134
                                                       -----------   ----------

INCOME TAX EXPENSE....................................     21,900        52,500
                                                       -----------   ----------

      NET INCOME...................................... $  156,506    $  132,634

DIVIDENDS ON CONVERTIBLE CUMULATIVE
  PREFERRED STOCK.....................................     30,915        28,645
                                                       -----------   ----------

NET INCOME APPLICABLE TO COMMON
  AND COMMON EQUIVALENT SHARES........................ $  125,591    $  103,989
                                                       -----------   ----------

EARNINGS PER COMMON SHARE............................. $      .03    $      .02
                                                       ===========   ==========


WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON
  EQUIVALENT SHARES OUTSTANDING.......................  4,828,267     4,954,975
                                                       ===========   ==========

  The accompanying notes are an integral part of these consolidated statements.
                                        4
<PAGE>
                 RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Three Months Ended June 30,
                                                           ---------------------------
                                                                1996           1997
                                                            -----------    -----------
<S>                                                         <C>            <C>        
Increase (decrease) in cash and cash
equivalents

Cash flows from operating activities:
  Net income ............................................   $   156,506    $   132,634
  Adjustments to reconcile net income
    to net cash provided by operating activities:
      Depreciation and amortization .....................        28,341         30,544
      Provision for doubtful accounts ...................        80,687         53,127
      Changes in assets and liabilities:
        Accounts and notes receivable ...................      (140,469)       (95,936)
           Prepaid expenses .............................        (9,301)       (82,230)
        Accounts payable and accrued
          expenses ......................................        11,919       (103,550)
        Insurance premiums, deposits, and
          loss reserves .................................        14,335        183,799
                                                            -----------    -----------

      Net cash provided by operating activities .........       142,018        118,388
                                                            -----------    -----------

Cash flows from investing activities:
  Acquisition of property and equipment .................       (32,841)       (28,347)
  Additions to trademarks and other .....................       (11,012)        (1,066)
                                                            -----------    -----------

      Net cash used in investing activities .............       (43,853)       (29,413)
                                                            -----------    -----------

Cash flow from financing activities:
  Repayments of long-term debt ..........................        (3,936)        (2,021)
  Issuance of common stock ..............................          --           12,500
  Retirement of common stock ............................       (14,000)          --
  Retirement of preferred stock .........................       (27,019)          --
  Preferred dividends paid ..............................       (64,185)       (69,909)
                                                            -----------    -----------

      Net cash used in financing activities .............      (109,140)       (59,430)
                                                            -----------    -----------

      Net increase in cash and cash
         equivalents ....................................       (10,975)        29,545

Cash and cash equivalents at beginning of period ........       579,871      1,077,578
                                                            -----------    -----------

Cash and cash equivalents at end of period ..............   $   568,896    $ 1,107,123
                                                            ===========    ===========

Supplemental disclosure of cash flow information:
  Interest paid .........................................   $     1,480    $     1,492
  Taxes paid ............................................   $    43,986    $    52,890

Non-cash transactions:
  Capital Lease Obligations .............................   $     3,936    $     2,021
</TABLE>

  The accompanying notes are an integral part of these consolidated statements.
                                        5
<PAGE>
            RENT-A-WRECK OF AMERICA, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            JUNE 30, 1997




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 Operations, Inc. ("RAW OPS"), 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"),  URM  Corporation
("URM") and Central Life and Casualty Company, Limited ("CLC").

         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.

         The  consolidated  balance sheet as of June 30, 1997, the  consolidated
statements of earnings for the three-month  periods ended June 30, 1996 and 1997
and the consolidated  statements of cash flows for the three-month periods ended
June 30, 1996 and 1997 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 generally accepted accounting  principles have been condensed or
omitted. It is suggested that these financial  statements be read in conjunction
with the financial  statements and notes thereto included in the Company's March
31, 1997 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

         As of March 31, 1997, preferred dividend arrearages were $274,180.  The
Company paid $41,127 of these arrearages during the quarter ended June 30, 1997.
For the quarter ended June 30, 1997,  the Company  declared  dividends  totaling
$28,645 which are expected to be paid during the second quarter of the Company's
fiscal year.
                                        6
<PAGE>
3.EARNINGS PER COMMON SHARE

         The  computation  of  earnings  per  common  share for the  three-month
periods  ended June 30, 1996 and 1997,  respectively,  is  presented  on a fully
diluted  basis and is based upon the weighted  average  number of common  shares
outstanding for those periods. Any dilutive effect of stock options and warrants
was considered in computation of earnings per common share.  In the  computation
for the three-month periods ended June 30, 1996 and 1997,  cumulative  preferred
dividends in the amounts of $30,915 and $28,645 were  subtracted from net income
to arrive at the earnings applicable to common shareholders.

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 of Financial
--------------------------------------------------------
          Condition and Results of Operations
          -----------------------------------


RESULTS OF  OPERATIONS - THREE  MONTHS ENDED JUNE 30, 1997  COMPARED TO JUNE 30,
1996

         Revenue from  franchising  operations  which includes  initial  license
fees,  continuing  license fees and direct financing leases increased by $73,839
(10%).  This increase  occurred  primarily due to an increase in initial license
fees and continuing  license fees. The initial license fees increased by $42,500
(19%) due to the  addition of new  franchises  and the  continuing  license fees
increased by $33,329 (6%) due to the fleet growth at existing franchises and the
Company's  dedication of more resources to the collection effort.  Revenues from
insurance premiums were $72,573 due to the new reinsurance  program that started
in March 1997,  partially  offset by a $12,190  (48%)  reduction in the physical
damage  insurance  program  ("CLC")  and by a $17,419  (100%)  reduction  in the
national insurance program ("URM") due to its termination and replacement by CAR
Insurance.  Other revenue increased by $21,784 (101%) due primarily to increased
internal marketing activity.

         Total  operating  expenses  increased by $142,508  (17%) in this period
compared to the same  period in the prior  year.  Salary  expense  increased  by
$7,426 (4%) primarily as a result of additional  hires in response to the growth
of the Company.  General and administrative expenses increased by $38,796 (20%),
which resulted primarily from additional expenses related to
                                        7
<PAGE>
the new reinsurance  company.  Sales and marketing expenses increased by $64,552
(35%), which resulted primarily from the new reinsurance program, an addition to
commission expense due to a larger amount of franchise sales made in this period
compared  to the same period in the prior  year,  and a partially  non-recurring
promotional campaign to sell more franchises.

         Net  interest  income  increased  $2,820  (18%),  primarily  due to the
Company's collection effort.

         Depreciation and amortization  expense increased by $2,203 (8%) in this
period  compared  to the same  period  in the  prior  year.  This  increase  was
primarily due to the additional investment in computer software and hardware.

         The Company  realized  operating  income of $167,043,  before taxes and
interest,  for the three-month  period ended June 30, 1997 compared to operating
income of $163,135 for the same period in the prior year, reflecting an increase
of $3,908 (2%).  This increase  resulted  primarily from the increase in initial
license fees and  continuing  license fees due to the addition of new franchises
and the Company's collection efforts.

         Income tax  expense  for the  three-month  period  ended June 30,  1997
increased by $30,600 (140%)  compared to the  three-month  period ended June 30,
1996 due to higher pre-tax  earnings and the depletion of the Company's  federal
income tax net operating loss carryforward.

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

LIQUIDITY AND CAPITAL RESOURCES

         At June 30,  1997,  the  Company  had  working  capital  of  $1,261,473
compared to  $1,191,019 at March 31, 1997.  This  increase of $70,454  primarily
resulted from the net profit earned during the three-month period ended June 30,
1997.

         The Company has  finalized an $800,000  letter of credit with The Chase
Manhattan  Bank  ("Chase") in  connection  with the  Company's new CAR Insurance
subsidiary.  This  letter of credit is part of the  reinsurance  agreement  with
American  International  Group ("AIG") to secure payment of claims.  Funds drawn
against the letter of credit bear interest at 3% plus Chase's  prime  commercial
lending  rate  (which  prime rate was 8.5% on August 8,  1997).  For the quarter
ended June 30, 1997, AIG has not drawn any funds from the letter of credit. This
letter of credit is secured by all of the Company's assets.

         The Company is committed  under  capital lease  agreements  for various
equipment,  and it rents its office  facilities  under the terms of an operating
lease. The capital lease obligations were $38,667 and $36,646 at June 30,
                                        8
<PAGE>
1996 and June 30, 1997, respectively. The Company is utilizing its working
capital to pay for these obligations.

         The  furniture,  equipment  and  leasehold  improvements  decreased  by
$252,724 (34%).  This decrease  accrued  primarily due to writing off the assets
that were not in use and were fully depreciated.

         Cash provided by operations was $118,388, resulting from an increase in
net income and an increase in insurance  premiums,  deposits,  and loss reserves
offset by an  increase  in  accounts  and notes  receivable  and a  decrease  in
accounts payable and accrued expenses.  Insurance premiums,  deposits,  and loss
reserves  increased  due  to the  new  insurance  program.  Accounts  and  notes
receivable  increased primarily from addition of new franchises which financed a
portion  of their  initial  fees  owed to the  Company  by notes  issued  by the
Company.  Accounts payable and accrued expenses  decreased  primarily due to the
Company's payments on the year-end audit and new advertising programs. Cash used
in investing  activities  of $29,413  related  primarily to the  acquisition  of
computer  software  and  hardware  and  maintaining  trademarks.  Cash  used  in
financing  activities  was  $59,430,  which was applied to payments of preferred
dividends  offset by issuance of common stock in connection with the acquisition
of assets.

         The Company  believes  cash  provided by  operations  and its letter of
credit will provide  sufficient  working  capital to support its  business  plan
through fiscal 1998.


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, 1997.
All forward-looking  statements should be considered in light of these risks and
uncertainties.
                                        9
<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,  1996 and 1997 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.
                                      Quarters ended June 30,
                                      -----------------------
                                         1996        1997
                                      -----------------------
                                    (in thousands except per share
                                       and number of franchises)
                                            (Unaudited)
Franchisees' Results

Franchisees' revenue (1)               $8,590          $9,145
Number of franchises                      444             468

Results of Operations

Total revenue                          $  981          $1,127
Total expense                             818             960
Income before income
  taxes                                   178             185
Net income                                156             132
Earnings per common share (2)          $  .03          $  .02
Weighted average number of
  shares outstanding                    4,828           4,955

Balance Sheet Data

Working capital                        $  927          $1,261
Total assets                           $2,238          $2,748
Long-term obligations                  $   35          $   28
Shareholders' equity                   $1,424          $1,831


         (1) The  franchisees'  revenue data have been  derived  from  unaudited
reports provided by franchisees in paying license fees.

         (2)  Earnings  per common  share are after  deducting a  provision  for
preferred  dividends of $30,915 and $28,645 in the quarters  ended June 30, 1996
and 1997, respectively.
                                       10
<PAGE>
Part II.  Other Information

ITEM 1.  LEGAL PROCEEDINGS
-------  -----------------

         Information is incorporated by reference from the Company's Report Form
10-KSB  for the year  ended  March  31,  1997  under the  caption  "Item 3 Legal
Proceedings".


ITEM 2.  CHANGES IN SECURITIES
-------  ---------------------

         The Company  issued  6,875  shares of its common  stock on June 4, 1997
pursuant to section  3(a)(9) of the  Securities  Act of 1933,  as  amended.  The
shares were issued to a holder of the Company's  preferred  shares who converted
his preferred shares into common shares on a one-for-one basis.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
-------  -------------------------------

         The  information  disclosed in footnote 2 to the  financial  statements
provided in Part I Item 1 of this Report on Form 10-QSB is  incorporated  herein
by this reference.


ITEM 5.  OTHER INFORMATION-RETIREMENT OF STOCK INFORMATION
-------  -------------------------------------------------

         During the quarter ended June 30, 1997, 6,875 shares of preferred stock
were converted to common shares,  reducing total  outstanding  preferred  shares
from 1,439,125 to 1,432,250.


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.
                                       11
<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 Khosravi                            August 11, 1997
-----------------------                   ---------------------
Mitra Khosravi
Chief Accounting Officer









/s/Kenneth L. Blum, Sr.                      August 11, 1997
-----------------------                   ---------------------
Kenneth L. Blum, Sr.
CEO and Chairman of
the Board
                                       12
<PAGE>
                                  EXHIBIT INDEX
                                       TO
                          RENT-A-WRECK of AMERICA, INC.
                 FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 1997




EXHIBIT NO.       DESCRIPTION
-----------       -----------

         4.1      Standby  or  Performance  Letter  of  Credit  Application  And
                  Agreement to the Chase Manhattan Bank dated June 3, 1997.


         4.2      Financing  Statement  dated  June  10,  1997  by  Rent-A-Wreck
                  Leasing in favor of The Chase Manhattan Bank


         4.3      General Security  Agreement dated June 4, 1997 by Rent-A-Wreck
                  Leasing in favor of The Chase Manhattan Bank

         4.4      Financing  Statement  dated  June  10,  1997  by  Rent-A-Wreck
                  Operation, Inc. in favor of The Chase Manhattan Bank

         4.5      General Security  Agreement dated June 4, 1997 by Rent-A-Wreck
                  Operation, Inc. in favor of The Chase Manhattan Bank

         4.6      Financing  Statement dated June 10, 1997 by  Rent-A-Wreck  One
                  Way in favor of The Chase Manhattan Bank

         4.7      General Security  Agreement dated June 4, 1997 by Rent-A-Wreck
                  One Way in favor of The Chase Manhattan Bank

         4.8      Financing  Statement  dated  June 10,  1997 by Bundy  American
                  Corporation in favor of The Chase Manhattan Bank

         4.9      General  Security  Agreement  dated  June  4,  1997  by  Bundy
                  American Corporation in favor of The Chase Manhattan Bank

         4.10     Financing  Statement by  Rent-A-Wreck  of America,  Inc. dated
                  June 10, 1997 in favor of Chase Manhattan Bank

         4.11     General Security  Agreement dated June 4, 1997 by Rent-A-Wreck
                  of America, Inc. in favor of The Chase Manhattan Bank
                                       13
<PAGE>
         4.12     Financing  Statement dated June 10, 1997 by URM Corporation in
                  favor of The Chase Manhattan Bank

         4.13     General   Security   Agreement  dated  June  4,  1997  by  URM
                  Corporation in favor of The Chase Manhattan Bank

         4.14     Financing  Statement  dated June 6, 1997 by  Central  Life and
                  Casualty Company, Limited in favor of The Chase Manhattan Bank

         4.15     General Security  Agreement dated June 4, 1997 by Central Life
                  and Casualty Company, Limited, in favor of The Chase Manhattan
                  Bank

         10.1     Amendment to  Management  Agreement  between  Rent-A-Wreck  Of
                  America, Inc., and K.A.B., Inc. effective July 1, 1997.

         27       Financial Data Schedule
                                       14