United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

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

    For the quarterly period ended December 31, 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                                (I.R.S. Employer
of 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

                      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:  4,435,496  shares  as of
February 6, 2001.

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

                         FORM 10-QSB - DECEMBER 31, 2000

                                      INDEX

                                                                            Page
                                                                            ----
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

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

        Consolidated Statements of Earnings for the Three and
        Nine Month Periods ended December 31, 1999 and 2000 (Unaudited)       4

        Consolidated Statements of Cash Flows for the Nine Months
        ended December 31, 1999 and 2000 (Unaudited)                          5

        Notes to Consolidated Financial Statements (Unaudited)             6-10

     Item 2. Management's Discussion and Analysis or Plan of Operation    11-15

PART II. OTHER INFORMATION

     Item 2. Changes in Securities and Use of Proceeds                       18

     Item 4. Submission of Matters to a Vote of Security Holders             18

     Item 5. Other Information                                               19

     Item 6. Exhibits and Reports on Form 8-K                                19

Signatures                                                                   20

     The Registrant  amends Part I, Item 2 to correct an incorrect  reference to
$.03 diluted earnings per share on page 13 and change it to $.06. This amendment
updates the information in the press release dated February 15, 2001.

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

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                            March 31,      December 31,
                                                                                              2000            2000
                                                                                           -----------     -----------
                                                                                           (Unaudited)
<S>                                                                                      <C>              <C>
CURRENT ASSETS:
 Cash and Cash Equivalents ............................................................   $   701,808     $   554,715
 Restricted Cash ......................................................................       745,514         932,021
 Accounts Receivable, net of allowance for doubtful accounts of $829,253
  and $868,854 at March 31, 2000 and December 31, 2000, respectively:
  Continuing License Fees and Advertising Fees ........................................       365,462         457,939
  Current Portion of Notes Receivable .................................................       416,002         502,311
  Current Portion of Direct Financing Leases ..........................................         5,406          10,734
  Insurance Premiums Receivable .......................................................            --           8,760
  Other ...............................................................................       305,685          65,093
 Prepaid Expenses and Other ...........................................................       184,045         192,652
 Income Taxes Recoverable .............................................................            --         594,630
 Deferred Taxes .......................................................................       614,541         388,460
                                                                                          -----------     -----------

      TOTAL CURRENT ASSETS ............................................................     3,338,463       3,707,315
                                                                                          -----------     -----------
PROPERTY AND EQUIPMENT:
 Furniture ............................................................................        99,399         109,434
 Computer Hardware and Software .......................................................       431,918         594,407
 Machinery and Equipment ..............................................................        98,172          98,576
 Leasehold Improvements ...............................................................        54,321          59,564
 Vehicles .............................................................................       187,360         299,529
                                                                                          -----------     -----------
                                                                                              871,170       1,161,510

 Less: Accumulated Depreciation and Amortization ......................................      (493,612)       (587,034)
                                                                                          -----------     -----------

      NET PROPERTY AND EQUIPMENT ......................................................       377,558         574,476
                                                                                          -----------     -----------
OTHER ASSETS:
 Intangible Assets, net of accumulated amortization of $132,035 and
  $147,461 at March 31, 2000 and December 31, 2000, respectively ......................       193,666         193,412
 Long-term Portion of Notes and Direct Financing Lease Receivables, net of
  allowance of $3,000 and $0 at March 31, 2000 and December 31, 2000, respectively.....        70,438          69,278
                                                                                          -----------     -----------
                                                                                              264,104         262,690
                                                                                          -----------     -----------

      TOTAL ASSETS ....................................................................   $ 3,980,125     $ 4,544,481
                                                                                          ===========     ===========
</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,      December 31,
                                                                                      2000            2000
                                                                                   ----------      ----------
                                                                                   (Unaudited)
<S>                                                                                <C>             <C>
CURRENT LIABILITIES:
  Accounts Payable and Accrued Expenses .......................................    $1,359,215      $  967,592
  Dividends Payable ...........................................................        22,100          22,100
  Insurance Financing Payable .................................................            --         119,574
  Insurance Loss Reserves .....................................................       379,075         490,913
  Income Taxes Payable ........................................................       338,550              --
                                                                                   ----------      ----------

      TOTAL CURRENT LIABILITIES ...............................................     2,098,940       1,600,179
                                                                                   ----------      ----------
LONG-TERM LIABILITIES:
  Deferred Tax Liability ......................................................        45,681          45,681
                                                                                   ----------      ----------

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

      TOTAL LIABILITIES .......................................................     2,144,621       1,645,860
                                                                                   ----------      ----------

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 December 31, 2000 (aggregate liquidation
   preference $884,000 at March 31, 2000 and December 31, 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 4,435,496 shares at
   December 31, 2000 ..........................................................        35,682          44,355
  Additional Paid-In Capital ..................................................     1,423,181       2,211,154
  Retained Earnings ...........................................................       365,591         632,062
                                                                                   ----------      ----------

    TOTAL SHAREHOLDERS' EQUITY ................................................     1,835,504       2,898,621
                                                                                   ----------      ----------

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................................    $3,980,125      $4,544,481
                                                                                   ==========      ==========
</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                   Nine Months
                                                                        Ended December 31,            Ended December 31,
                                                                    -------------------------     -------------------------
                                                                       1999           2000           1999           2000
                                                                    ----------     ----------     ----------     ----------
<S>                                                                <C>            <C>            <C>             <C>
REVENUES:
  Initial License Fees .........................................    $  152,002     $  154,500     $  876,003     $  945,952
  Continuing License Fees ......................................       702,519        756,747      2,311,676      2,581,166
  Advertising Fees .............................................       221,159        229,936        733,798        776,059
  Insurance premiums ...........................................       230,818        297,756        634,069        878,005
  Wheelchair van rentals .......................................         6,597         20,285         18,578         40,974
  Other ........................................................        42,281         45,931        126,454        117,666
                                                                    ----------     ----------     ----------     ----------
                                                                     1,355,376      1,505,155      4,700,578      5,339,822
                                                                    ----------     ----------     ----------     ----------
EXPENSES:
  Salaries, Consulting Fees and Employee Benefits ..............       204,643        217,890        689,325        684,033
  Advertising and Promotion ....................................       323,366        325,556      1,037,131      1,078,232
  Sales and Marketing Expenses .................................       110,168        105,453        423,805        305,640
  General and Administrative Expenses ..........................       309,349        310,259        788,865        877,560
  Repurchase of Options ........................................            --             --             --      1,234,560
  Underwriting Expenses ........................................       180,635        236,162        505,713        825,906
  Depreciation & Amortization ..................................        35,052         44,475        100,167        124,561
                                                                    ----------     ----------     ----------     ----------
                                                                     1,163,213      1,239,795      3,545,006      5,130,492
                                                                    ----------     ----------     ----------     ----------

      OPERATING INCOME .........................................       192,163        265,360      1,155,572        209,330

OTHER INCOME (EXPENSE)
  Interest Income ..............................................        26,767         27,471         78,685        109,408
  Interest Expense .............................................        (6,694)        (6,936)       (20,021)       (20,790)
                                                                    ----------     ----------     ----------     ----------
                                                                        20,073         20,535         58,664         88,618
                                                                    ----------     ----------     ----------     ----------

      INCOME BEFORE INCOME TAX EXPENSE .........................       212,236        285,895      1,214,236        297,948
                                                                    ----------     ----------     ----------     ----------

INCOME TAX (EXPENSE) BENEFIT ...................................       (56,741)      (110,354)      (393,243)        34,823
                                                                    ----------     ----------     ----------     ----------

      NET INCOME ...............................................    $  155,495     $  175,541     $  820,993     $  332,771

DIVIDENDS ON CONVERTIBLE CUMULATIVE PREFERRED STOCK ............        22,400         22,100         67,400         66,300
                                                                    ----------     ----------     ----------     ----------
NET INCOME APPLICABLE TO COMMON AND COMMON EQUIVALENT SHARES....    $  133,095     $  153,441     $  753,593     $  266,471
                                                                    ----------     ----------     ----------     ----------
EARNINGS PER COMMON SHARE
  Basic ........................................................    $      .04     $      .03     $      .20     $      .07
                                                                    ----------     ----------     ----------     ----------
  Weighted average common shares ...............................     3,783,652      4,486,366      3,889,015      3,961,013
                                                                    ==========     ==========     ==========     ==========

  Diluted ......................................................    $      .03     $      .03     $      .14     $      .06
                                                                    ----------     ----------     ----------     ----------
Weighted average common shares plus convertible
 preferred stock, options and warrants..........................     5,962,235      5,593,517      5,987,134      5,473,250
                                                                    ==========     ==========     ==========     ==========
</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>
                                                                    Nine Months Ended December 31,
                                                                    ------------------------------
                                                                        1999              2000
                                                                    -----------        -----------
<S>                                                                 <C>                  <C>
Increase (decrease) in cash and cash equivalents

Cash flows from operating activities:
 Net income .....................................................   $   820,993       $   332,771
 Adjustments to reconcile net income
  to net cash provided by operating activities:
    Depreciation and amortization ...............................       100,167           124,561
    Deferred income taxes .......................................       (79,030)          226,081
    Gain on disposal of property and equipment ..................            --            (8,090)
    Provision for doubtful accounts .............................       185,697            36,601
 Changes in assets and liabilities:
    Accounts and notes receivable ...............................       222,407            21,037
    Prepaid expenses ............................................        15,788            (8,607)
    Income taxes recoverable ....................................            --          (594,630)
    Accounts payable and accrued expenses .......................       (38,808)         (391,623)
    Income taxes payable ........................................        56,480          (338,550)
    Insurance loss reserves .....................................       151,444           111,838
                                                                    -----------       -----------

        Net cash provided by (used in) operating activities......     1,435,138          (488,611)
                                                                    -----------       -----------
Cash flows from investing activities:
  (Increase) in restricted cash .................................        (8,501)         (186,507)
  Proceeds from sale of property and equipment ..................            --            32,620
  Acquisition of property and equipment .........................      (121,763)         (339,340)
  Additions to intangible assets ................................       (16,162)          (15,173)
                                                                    -----------       -----------

        Net cash used in investing activities ...................      (146,426)         (508,400)
                                                                    -----------       -----------
Cash flow from financing activities:
  (Decrease) increase in insurance financing payable ............      (447,024)          119,574
  Net proceeds from exercise of stock options and warrants.......            --           896,866
  Retirement of common stock ....................................      (790,000)         (100,222)
  Preferred dividends paid ......................................      (214,697)          (66,300)
                                                                    -----------       -----------

        Net cash (used in) provided by financing activities......    (1,451,721)          849,918
                                                                    -----------       -----------
        Net (decrease) increase in cash and cash equivalents.....      (163,009)         (147,093)

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

Cash and cash equivalents at end of period ......................   $   698,785       $   554,715
                                                                    -----------       -----------
Supplemental disclosure of cash flow information:
  Interest paid .................................................   $    20,021       $    20,790
  Taxes paid ....................................................   $   419,433       $   670,993
</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
                            DECEMBER 31, 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  December  31,  2000,  and  the
consolidated  statements  of earnings for the three and nine month periods ended
December  31,  1999 and 2000 and  statements  of cash  flows for the nine  month
periods  ended  December  31,  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 of America 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 Form 10-KSB  filed with the
Securities and Exchange  Commission.  The interim  results of operations for the
three  and  nine  month  periods  ended  December  31,  1999  and  2000  are not
necessarily indicative of the operating results for the full fiscal year.

2. REPURCHASE OF STOCK OPTIONS

     On September 21, 2000, the Board of Directors authorized the repurchase of,
and the Company entered into an agreement to repurchase,  957,721 options,  held
by affiliates,  for an aggregate  price of  $1,234,560.  The repurchase has been
included in the  consolidated  statement  of earnings  for the nine month period
ended December 31, 2000 and resulted in compensation  expense of $1,234,560.  As
of December 31, 2000, the Company had outstanding  and  exercisable  options for
the purchase of 35,000 shares of its common stock at an exercise price of $1.64.

                                       6
<PAGE>
3. INCOME TAXES

     Income tax  liabilities  and assets are  recognized  for the  deferred  tax
consequences of temporary  differences or carryforwards  that will result in net
taxable income or deductible amounts in future periods.  Deferred tax expense or
benefit  is the result of changes  in the net asset or  liability  for  deferred
taxes.

     The tax provision  for the three and nine month periods ended  December 31,
2000  differs  from  that  anticipated  under  statutory  rates as a result of a
permanent  difference allowing the Company a deduction for compensation  expense
as a result of the exercise of options and warrants.


4. PREFERRED STOCK

     During the nine months ended  December  31, 2000,  the Company has declared
dividends on preferred stock totaling $66,300, of which $44,200 has been paid.

5. NEW ACCOUNTING STANDARD

     NEW  ACCOUNTING  PRONOUNCEMENTS  - In December  1999,  the  Securities  and
Exchange  Commission  ("SEC")  issued Staff  Accounting  Bulletin 101,  "Revenue
Recognition  in Financial  Statements,"  ("SAB 101"),  which  provides  guidance
related to revenue  recognition based on interpretations  and practices followed
by the SEC.  SAB 101 is  effective  for the fourth  quarter  of fiscal  2001 and
requires companies to report any changes in revenue  recognition as a cumulative
change in accounting  principle at the time of implementation in accordance with
APB No. 20, "Accounting  Changes".  Management of the Company estimates that the
implementation  of SAB 101  will  have  the  effect  of  reducing  earnings  and
recording deferred revenue of approximately  $149,000 for the fiscal year ending
March 31, 2001.

     This  change  relates  to  recognition  of  initial  fees from sales of new
franchises. SAB 101 requires the Company to recognize such fees over the average
expected life of the initial license.

                                       7
<PAGE>
6. EARNINGS PER SHARE

     Basic earnings per share is computed based on the weighted number of common
shares outstanding during the year. Diluted earnings per share is computed based
on the weighted  average number of common shares  outstanding plus the effect of
stock options,  warrants and convertible preferred stock. The dilutive effect of
dilutive  common share  equivalents  determined  using the Treasury Stock Method
based on the Company's average stock price.

     A  reconciliation  of  the  numerators  and  denominators  utilized  in the
computation of basic and diluted earnings per share for the three and nine month
periods ended December 31, 1999 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                            Three Months               Nine Months
                                                         Ended December 31,         Ended December 31,
                                                     ------------------------    ------------------------
                                                        1999          2000          1999          2000
                                                     ----------    ----------    ----------    ----------
<S>                                                  <C>           <C>           <C>           <C>
BASIC EPS COMPUTATION

 Net income (Loss) applicable to common and
  common equivalent shares........................   $  133,095    $  153,441    $  753,593    $  266,471

 Weighted average common shares ..................    3,783,652     4,486,366     3,889,015     3,961,013
                                                     ----------    ----------    ----------    ----------

Basic EPS ........................................   $      .04    $      .03    $      .20    $      .07
                                                     ==========    ==========    ==========    ==========
DILUTED EPS COMPUTATION

 Net income (Loss) applicable to common and
  common equivalent shares........................   $  133,095    $  153,441    $  753,593    $  266,471
 Dividends on convertible preferred stock ........       22,400        22,100        67,400        66,300
                                                     ----------    ----------    ----------    ----------
                                                        155,495       175,541       820,993       332,771
                                                     ----------    ----------    ----------    ----------
 Weighted average common shares ..................    3,783,652     4,486,366     3,889,015     3,961,013
 Effect of the conversion of preferred stock .....    1,120,000     1,105,000     1,127,475     1,105,000

 Options and warrants ............................    1,058,583         2,151       970,644       407,237
                                                     ----------    ----------    ----------    ----------
                                                      5,962,235     5,593,517     5,987,134     5,473,250
                                                     ----------    ----------    ----------    ----------

Diluted EPS ......................................   $      .03           .03    $      .14           .06
                                                     ==========    ==========    ==========    ==========
</TABLE>

                                       8
<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:

                                                    Nine Months     Nine Months
                                                       Ended           Ended
                                                    December 31,    December 31,
                                                        1999            2000
                                                    -----------     -----------
Net revenues from external customers
 Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $ 3,687,372     $ 4,047,424
 Vehicle Rental Franchises-Pricele$$-(U.S.)             359,836         412,843
 Corporate-(U.S.)                                        20,902           1,550
 Insurance-(U.S.)                                       632,468         878,005
 Insurance-(Bermuda)                                         --              --
                                                    -----------     -----------
                                                    $ 4,700,578     $ 5,339,822
                                                    ===========     ===========
Segment operating income (loss)
 Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $ 1,240,175     $   668,679
 Vehicle Rental Franchises-Pricele$$-(U.S.)              12,591         (58,513)
 Corporate-(U.S.)                                       (69,832)        (47,204)
 Insurance-(U.S.)                                       (27,362)       (353,632)
 Insurance-(Bermuda)                                         --              --
                                                    -----------     -----------
                                                    $ 1,155,572     $   209,330
                                                    ===========     ===========
Expenditures for segment assets
 Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)      $        --     $        --
 Vehicle Rental Franchises-Pricele$$-(U.S.)              77,504         108,383
 Corporate-(U.S.)                                        44,259         230,957
 Insurance-(U.S.)                                            --              --
 Insurance-(Bermuda)                                         --              --
                                                    -----------     -----------
                                                    $   121,763     $   339,340
                                                    ===========     ===========

                                       9
<PAGE>
                                                     Nine Months    Nine Months
                                                        Ended          Ended
                                                     December 31,   December 31,
                                                         1999           2000
                                                     -----------    -----------
Depreciation and amortization
 Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)         $  12,467     $  13,469
 Vehicle Rental Franchise-Pricele$$-(U.S.)                 9,143        28,218
 Corporate-(U.S.)                                         78,557        82,874
 Insurance-(U.S.)                                             --            --
 Insurance-(Bermuda)                                          --            --
                                                       ---------     ---------
                                                       $ 100,167     $ 124,561
                                                       =========     =========
Interest income
 Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)         $  27,861     $  45,817
 Vehicle Rental Franchises-Pricele$$-(U.S.)                2,682         5,243
 Corporate-(U.S.)                                         18,255         7,078
 Insurance-(U.S.)                                          6,264        51,000
 Insurance-(Bermuda)                                      23,623           270
                                                       ---------     ---------
                                                       $  78,685     $ 109,408
                                                       =========     =========
Interest expense
 Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)         $     397     $      15
 Vehicle Rental Franchise-Pricele$$-(U.S.)                    --            12
 Corporate-(U.S.)                                              1            --
 Insurance-(U.S.)                                         19,623        20,763
 Insurance- (Bermuda)                                         --            --
                                                       ---------     ---------
                                                       $  20,021     $  20,790
                                                       =========     =========
Income tax expense (benefit)
 Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)         $ 387,346     $ (34,823)
 Vehicle Rental Franchises-Pricele$$-(U.S.)                5,897            --
 Corporate-(U.S.)                                             --            --
 Insurance-(U.S.)                                             --            --
 Insurance-(Bermuda)                                          --            --
                                                       ---------     ---------
                                                       $ 393,243     $ (34,823)
                                                       =========     =========

                                                      Nine Months   Nine Months
                                                         Ended         Ended
                                                       March 31,    December 31,
                                                         1999          2000
                                                      -----------   -----------
Segment assets
 Vehicle Rental Franchises-Rent-A-Wreck-(U.S.)         $2,264,794    $2,367,920
 Vehicle Rental Franchises-Pricele$$-(U.S.)               388,517       496,805
 Corporate-(U.S.)                                         256,127       540,777
 Insurance-(U.S.)                                       1,062,789     1,130,811
 Insurance-(Bermuda)                                        7,898         8,168
                                                       ----------    ----------
                                                       $3,980,125    $4,544,481
                                                       ==========    ==========

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THREE MONTHS ENDED
DECEMBER 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.

     Revenue from franchising  operations,  which includes initial license fees,
continuing license fees and advertising fees, increased by $65,503 (6%). Initial
license  fees  increased by $2,498 (2%),  continuing  license fees  increased by
$54,228 (8%), and  advertising  fees increased by $8,777 (4%).  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 $66,938 (29%) due to higher
participation  by the Company's  franchisees  and fleet growth at  participating
franchises in the Company's CAR Insurance program.

     Revenues from  wheelchair  van rentals  increased by $13,688  (207%) due to
additional  vehicles  purchased by the Company in connection with the wheelchair
van program.

     Total  operating  expenses  increased by $76,582 (7%) compared to the prior
period. This increase resulted primarily from the increase in salary expense and
insurance underwriting  expenses.  Salary expense for both segments increased by
$13,247 (6%) primarily as a result of hiring additional employees in response to
the growth of the Company.  Insurance underwriting expenses increased by $55,527
(31%) due to an increase in paid losses and loss reserves for  unsettled  claims
in connection with higher participation by the Company's  franchisees in its CAR
insurance program.

     Depreciation and amortization  expense increased by $9,423 (27%), which was
primarily  due to  additional  depreciation  associated  with  the  purchase  of
additional  vehicles in the wheelchair van rental program and computer  software
and hardware.

     The  Company  realized  operating  income  of  $265,360,  before  taxes and
interest,  for the  three-month  period  ended  December  31,  2000  compared to
operating  income of $192,163 for the same period in the prior year,  reflecting

                                       11
<PAGE>
an increase of $73,197 (38%). This increase resulted  primarily from an increase
in initial  license fees and continuing  license fees due to the addition of new
franchises,  fleet  growth at existing  franchises  and the  Company's  improved
collection efforts and collection of previously  reserved accounts,  an increase
in insurance premiums due to higher  participation by the Company's  franchisees
and fleet growth at  participating  franchises  in the  Company's  CAR insurance
program,  and an increase in the  wheelchair  van rental  program  which is on a
limited,  test basis,  in the immediate  area of the Company's  headquarters  in
Maryland and at the location of one of the Company's franchisees in Florida.

     Income tax expense for the quarter  ended  December  31, 2000  increased by
$53,613 (94%) compared to the three-month  period ended December 31, 1999 due to
higher pre-tax earnings.

YEAR TO DATE RESULTS OF OPERATIONS COMPARED TO SAME PERIOD IN PRIOR YEAR

     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
nine-month  period ended December 31, 2000, the franchising  operations  segment
comprised 84% of consolidated net revenues (86% in the comparable 1999 quarter).

     Net revenues  increased by $639,244 (14%) for the  nine-month  period ended
December 31, 2000  compared to the same period in the prior year.  This increase
occurred due to a $69,949 (8%) increase in initial license fees, a $269,490(12%)
increase in continuing license fees, a $42,261 (6%)increase in advertising fees,
a $243,936  (38%)  increase in premium income  associated  with the  reinsurance
program,  and a $22,396 (121%)  increase in rental income in connection with the
wheelchair van program. These increases occurred for the same general reasons as
those for the three-month period documented above.

     Total  operating  expenses  increased  by  $1,585,486  (45%) in this period
compared  to the same  period  in the  prior  year.  Advertising  and  promotion
expenses increased by $41,101 (4%), which resulted primarily from an increase in
advertising  expense  to  promote  the  Company.  Sales and  marketing  expenses
decreased by $118,165  (39%),  which resulted  primarily from a reduction in bad
debt expense due to the Company's collection efforts. General and administrative
expenses  increased by $88,695 (11%),  which resulted primarily from an increase
in rent expense at the  Company's new  headquarters  location and an increase in
legal  fees and  amounts  paid for  collection  expense.  Underwriting  expenses
increased by $320,193  (63%) due to an increase in paid losses and loss reserves
for unsettled  claims in connection with higher  participation  by the Company's
franchisees in this program.

     Depreciation and amortization  expense increased by $24,394 (24%) which was
primarily  due to  additional  depreciation  associated  with  the  purchase  of
vehicles and additional investment in computer software and hardware.

                                       12
<PAGE>
     On September 21, 2000, the Company  entered into an agreement to repurchase
957,721 options for  $1,234,560.  These options were held by related parties and
resulted in the  Company's  recognition  of additional  compensation  expense of
$1,234,560.

     The  Company  realized  operating  income  of  $209,330,  before  taxes and
interest,  for the  nine-month  period  ended  December  31, 2000 as compared to
operating  income of  $1,155,572  for the nine month period  ended  December 31,
1999,  reflecting a decrease of $946,242 (82%). This decrease resulted primarily
from the Company's  repurchase of 957,721 options for  $1,234,560,  offset by an
increase in initial license fees and continuing license fees due to the addition
of new  franchises,  fleet  growth  at  existing  franchises  and the  Company's
improved collection efforts and collection of previously  reserved accounts.  If
the  repurchase  of options  had not  impacted  the  Consolidated  Statement  of
Earnings  for the nine  months  ended  December  31, 2000 (in which case it also
would have  produced no partially  offsetting  reduction in income tax expense),
operating  income would have been $1,443,890 in 2000 instead of operating income
of $209,330,  which would have been an increase versus the comparable  period in
1999 of $288,318 (25%). Net income would have been $982,819 instead of $332,771,
basic  earnings  per share  would have been $.25  instead of $.07,  and  diluted
earnings per share would have been $.18 instead of $.06.

     Income tax  expense  for the  nine-month  period  ended  December  31, 2000
decreased by $428,066  (109%)  compared to the nine-month  period ended December
31,  1999  resulting  in an income tax  benefit of $34,823 due to the income tax
benefit  associated  with the Company's  repurchase  of 957,721  options and the
exercise of warrants and options for 927,279 shares of common stock.

LIQUIDITY AND CAPITAL RESOURCES

     At  December  31,  2000,  the Company  had  working  capital of  $2,107,136
compared to  $1,239,523 at March 31, 2000.  This  increase of $867,613  resulted
primarily from the net profit earned during the nine-month period ended December
31,  2000,  and the  cash  proceeds  and tax  benefit  realized  by the  Company
associated with the repurchase of options and the exercise of warrants and stock
options.

     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% on January  26,  2001).  For the  quarter  ended
December 31, 2000, AIG did not draw any funds from the letter of credit.

                                       13
<PAGE>
     The Company  rents its office  facilities  under the terms of an  operating
lease with a related party.  The monthly office  facilities lease commitment was
$9,722 at December 31, 2000.

     Property and equipment  increased by $290,340  (33%) from March 31, 2000 to
December 31,  2000.  This  increase  occurred  primarily  due to the purchase of
vehicles and computer  software and hardware,  partially offset by the sale of a
vehicle in connection with the wheelchair van program.

     Cash used in  operations  for the nine months  ended  December 31, 2000 was
$488,611,  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),  an increase in prepaid  expenses,  partially offset by net
income before  depreciation  plus the decrease in accounts and notes  receivable
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  during the fiscal year ended March
31, 2000. The net change in the tax liability (which is now a recoverable income
tax refund) is a result of taxes  currently  payable or  recoverable,  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 increased primarily due to additional promotional  materials.  Insurance
loss  reserves  increased  primarily  due to an increase in the number of claims
associated with the increased participation in the CAR insurance program.

     Cash used in  investing  activities  of $508,400  related  primarily to the
acquisition  of vehicles and  computer  software,  hardware,  and an increase in
restricted  cash  due to the  Company's  additional  liability  to the  national
advertising fund related 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 $849,918,
resulting from an increase in insurance financing payable in connection with the
CAR  insurance  program and net proceeds  from exercise of options and warrants,
offset by the payment of preferred dividends and buyback of common stock.

     The  Company  believes  it has  sufficient  working  capital to support its
business plan through fiscal 2001 and for the foreseeable future.

     NEW  ACCOUNTING  PRONOUNCEMENTS  - In December  1999,  the  Securities  and
Exchange  Commission  ("SEC")  issued Staff  Accounting  Bulletin 101,  "Revenue
Recognition  in Financial  Statements,"  ("SAB 101"),  which  provides  guidance
related to revenue  recognition based on interpretations  and practices followed
by the SEC.  SAB 101 is  effective  for the fourth  quarter  of fiscal  2001 and
requires companies to report any changes in revenue  recognition as a cumulative
change in accounting  principle at the time of implementation in accordance with
APB No. 20, "Accounting  Changes".  Management of the Company estimates that the
implementation  of SAB 101  will  have  the  effect  of  reducing  earnings  and
recording deferred revenue of approximately  $149,000 for the fiscal year ending
March 31, 2001.

                                       14
<PAGE>
     This  change  relates  to  recognition  of  initial  fees from sales of new
franchises. SAB 101 requires the Company to recognize such fees over the average
expected life of the initial license.

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.

                                       15
<PAGE>
                             SELECTED FINANCIAL DATA

     Set  forth  below  are  selected   financial   data  with  respect  to  the
consolidated  statements of operations of the Company and its  subsidiaries  for
the nine month periods ended  December 31, 1999 and 2000 and with respect to the
balance sheets at December 31, 1999 and 2000.

     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.

<TABLE>
<CAPTION>
                                             Three Months             Nine Months
                                           Ended December 31,      Ended December 31,
                                          -------------------      ------------------
                                             1999      2000          1999        2000
                                          --------   --------      --------   --------
                                     (in thousands except per share and number of franchises)
                                                            (Unaudited)
<S>                                      <C>        <C>           <C>        <C>
FRANCHISEES' RESULTS (UNAUDITED)

Franchisees' Revenue (1)                   $11,709    $12,612       $38,528    $43,019
Number of Franchised locations                 667        677           667        677

COMPANY'S RESULTS OF OPERATIONS

Total Revenue                              $ 1,355    $ 1,505       $ 4,701    $ 5,340
Operating expenses                           1,163      1,240         3,545      5,130
Income before income taxes                 $   212    $   286       $ 1,214    $   298
Net income                                     155        176           821        333

Earnings per common share
  Basic                                    $   .04    $   .03       $   .20    $   .07
  Weighted average common shares             3,784      4,486         3,889      3,961

  Diluted                                  $   .03    $   .03       $   .14    $   .06
  Weighted average common shares plus
   convertible preferred stock, options
   and warrants                              5,962      5,593         5,987      5,473

EBITDA (2)                                     254        337         1,334      1,688

                                                        December 31,
                                                    --------------------
                                                     1999         2000
                                                    -------      -------
                                                        (Unaudited)
BALANCE SHEET DATA
Working capital                                     $ 1,308      $ 2,107
Total assets                                        $ 3,425      $ 4,544
Shareholders' equity                                $ 1,858      $ 2,899
</TABLE>
p
(1)  The  franchisees'  revenue data have been derived  from  unaudited  reports
     provided by franchisees for use in calculating 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.

                                       16
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

On July 24, 2000,  175,000 options and 135,000  warrants were exercised at $1.00
and $1.15 by affiliates.  On September 22, 2000,  617,279 options were exercised
at $1.00 by  affiliates.  These  transactions  were  exempt  under  Rule 701 and
Section 4(2) of the  Securities  Act. On December 18, 2000,  the Company  bought
back and retired 60,000 shares of its common stock from non-affiliates. See also
Item 5 below.

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

     (a) The 2000  Annual  Meeting of  Stockholders  of the  Company was held on
November 2, 2000.

     (b) The  following  persons were  reelected as all of the  directors of the
Company at the Annual Meeting for a one-year term (or until replaced):

                                                          Withheld      Broker
                                                For       Authority    Non-Votes
                                             ---------    ---------    ---------
Class I directors (elected by holders
of common stock):    Kenneth L. Blum, Sr.    3,121,542      19,855         --
                     Kenneth L. Blum, Jr.    3,121,542      19,855         --

Class II directors (elected by holders
of preferred stock): Alan L. Aufzien         1,070,625          --         --
                     William L. Richter      1,070,625          --         --
                     Thomas Volpe            1,070,625          --         --

     (c) In addition, the Company's option plan was approved:


Adoption of the Company's Stock Option Plan:

Common Stock:                                3,015,826       97,055    28,516
Preferred Stock:                             1,050,000       20,625        --

ITEM 5. OTHER INFORMATION

     During the quarter ended  September 30, 2000,  927,279 options and warrants
were  exercised  for 927,279  shares of the Company's  common stock,  increasing
total outstanding  common stock from 3,568,217 to 4,495,496.  During the quarter
ended  December 31, 2000,  the Company  bought back 60,000  shares of its common
stock, reducing total outstanding common stock from 4,495,496 to 4,435,496.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  See  the  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.

                                       17
<PAGE>
                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  amendment  to the  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                    February 21, 2001
-----------------------------------
Mitra Ghahramanlou
Chief Accounting Officer

                                       18