U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                              (Amendment No. 1)
(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>
         The Company is filing this  amendment to its  Quarterly  Report on Form
10QSB for the period ended June 30, 1997 to replace "Part II-Item 2" as follows:

                            PART II-OTHER INFORMATION

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.

         On April 22, 1997 the Company  issued 10,000 shares of its common stock
as part of a private  placement  transaction  pursuant  to  Section  4(2) of the
Securities  Act of 1933 as  amended.  These  shares  were  issued  to  Insurance
Rentals,  Inc. to satisfy the earn-out provision of the asset purchase agreement
dated as of  December  3, 1996  between  the  Company,  Baltimore  Car and Truck
Rental, Inc., Insurance Rentals,  Inc., and Mark Eisenberg.  See "Part II - Item
2" of the Company's Quarterly Report on Form 10QSB for the period ended December
31, 1996.
<PAGE>
                                   Signatures



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  amended  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                            November 12, 1997
---------------------------               ---------------------------
Mitra Khosravi
Chief Accounting Officer





/s/Kenneth L. Blum, Sr.                      November 12, 1997
---------------------------               ---------------------------
Kenneth L. Blum, Sr.
CEO and Chairman of
the Board