FORM 10-K

            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549


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

           For the fiscal year ended December 31, 1997

                     OR

   [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
   THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for
   the transition period from

                          to

   Commission file number 0-17303


                                   VECTOR AEROMOTIVE
   CORPORATION

                          (Exact name of registrant as
   specified in its charter)


        NEVADA                         33-0254334
   (State or other jurisdiction of   (I.R.S. Employer
   incorporation or organization)   Identification Number)


                          975 MARTIN AVENUE
                   GREEN COVE SPRINGS, FLORIDA 32043

   (Address of principal executive offices, including Zip
   Code)

   Registrant's telephone number, including area code

   (904) 529-0092

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

   NONE

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

           COMMON SHARES, $.01 PAR VALUE PER SHARE

   Indicate by check mark whether the registrant (1) has filed
   all reports required to be filed by Section 13 or 15(d) of
   the Securities Exchange Act of 1934 during the preceding 12
   months (or for such shorter period that the issuer was
   required to file such reports), and (2) has been subject to
   such filing requirements for the past 90 days.
   Yes       No X

   Indicate by check mark if disclosure of delinquent filers
   pursuant to Item 405 of Regulation S-K (Section 229.405 of
   this chapter) is not contained herein, and will not be
   contained, to the best of registrant's knowledge, in
   definitive proxy or information statements incorporated by
   reference in Part III of this Form 10-K or any amendment to
   this Form 10-K. [  ]

   As of February 28, 1998, 53,639,599 shares of the issuer's
   Common Stock were outstanding, and the aggregate market
   value of the 13,224,710 shares held by non-affiliates was
   $1,190,224.  The market value of the shares was calculated
   based on the closing bid price of such shares on the NASDAQ
   Bulletin Board on such date.

   DOCUMENTS INCORPORATED BY REFERENCE:

   Portions of the Company's Proxy Statement in connection
   with the Annual Meeting of Shareholders filed with the
   Securities Exchange Commission with the Definitive Form 14-A on
   April 29, 1996, are incorporated by reference into
   Item 11 and 12, Part III, hereof as more specifically
   described herein.

   PART I

   ITEM 1.  BUSINESS.

   GENERAL

   Vector Aeromotive Corporation (the "Company" or "Vector")
   was incorporated in September, 1987, to acquire
   substantially all of the assets of Vector Car, the
   predecessor partnership.  Vector Car had been in the
   development stage since its formation in 1978 during which
   time it had been primarily engaged in the design,
   manufacture and assembly of exotic sports cars known as the
   Vector W8 and Vector WA-8.  Twenty-two Vector W8's were
   produced and sold between 1988 and 1993 at an
   manufacturer's suggested retail price of $283,750.
   Production of the Vector W8 was ceased in early 1993.

   During fiscal years 1992 and 1993, the Company developed
   design concept specifications for a new automobile type
   known as the Avtech SC.  During 1993 to 1995 the Company's
   resources were applied to the design, development,
   marketing and manufacture of the Avtech SC.  The Avtech was
   a two-passenger, mid-engine, rear-wheel drive coupe with an
   original suggested retail price of $189,000.

   The M12 premiered at the North American Auto Show in
   Detroit in January 1996.  The first M12 was completed and
   sold in March 1996.  During 1996, the Avtech SC was
   prepared for full scale production as the Vector M12, and
   eight production models were produced with an
   manufacturer's suggested retail price of $189,000. However,
   funds were depleted by November, 1996, after production of
   only eight Vector M12's and sale of only four Vector M12's,
   and the Company closed its production facilities in Green
   Cove Springs, Florida, and suspended operations.

   CHANGES OF CONTROL AND FINANCING TRANSACTIONS

   In a series of transactions from July 1992 through January
   1996, Setdco Engineering Corporation ("Setdco") and V'Power
   Corporation ("V'Power") acquired 9% and 70%, respectively,
   of the Company's outstanding shares of Common Stock.
   V'Power is believed to be controlled by Mr. Hutomo Mandala
   Putra, who is also believed to be the controlling
   stockholder of Automobili Lamborghini, S.p.A.
   ("Lamborghini"), the manufacturer of the Italian exotic
   sports car, and 50% shareholder of Automobili Lamborghini
   U.S.A., Inc. ("Lamborghini U.S.A."), the American importer
   and distributor of Lamborghini products.

   In March 1993, the Company terminated the employment of
   Gerald A. Wiegert, who was the Company's founder, and Mr.
   Wiegert was removed from his positions as President and
   Chief Executive Officer of the Company.  Litigation between
   the Company and Mr. Wiegert (and certain of his affiliates)
   was initiated in 1993.  The Company over the years
   dedicated significant resources and management time to this
   ongoing litigation.  The litigation was finally settled by
   a Settlement and Release Agreement dated December 19, 1996,
   executed on behalf of Gerald Wiegert, Vector Car Limited
   and Gerald Wiegert d/b/a Velocity Properties by the Clerk
   of the Court pursuant to an Order Re Signing of Settlement
   Documents by Clerk of this Court, dated October 9, 1997.

   V'Power has provided funds to the Company in the past
   through the purchase of additional shares of Common Stock
   and options to purchase Common Stock.  In April 1994, for
   an aggregate of $2,370,000, V'Power acquired 3,000,000
   shares of Common Stock and an option expiring April 1996 to
   purchase an additional 6,000,000 shares of Common Stock
   with a $.75 per share exercise price (which option expired
   unexercised subsequent to December 31,1996).  In January
   and April 1995, for an aggregate of $6,000,000, V'Power
   acquired 18,333,333 shares of Common Stock and an option to
   purchase an additional 50,000,000 shares of Common Stock
   with a $.43 per share exercise price.  These options
   expired unexercised on April 6, 1997. In January 1996, for
   an aggregate of $5,000,000, V'Power acquired 10,000,000
   newly-issued shares of Common Stock and an option, which
   expired in January 1997, to acquire an additional
   50,000,000 shares of Common Stock with a $.45 per share
   exercise price.

   The Company received investment bankers' fairness opinions
   with respect to the 1995 and the 1996 transactions, and the
   Company believed that these transactions with V'Power were
   fair to and in the best interests of the Company.

   In February 1996, a registration statement filed by the
   Company with the Securities and Exchange Commission became
   effective.  In addition to registering the shares of the
   Company's Common Stock issuable upon exercise of the
   Company's outstanding publicly traded warrants, this
   registration statement registered for resale in the market
   or public or private transactions all 6,000,000 shares of
   the Company's Common Stock held by Setdco and 10,000,000 of
   the shares of the Company's Common Stock held by V'Power.

   In a transaction finalized in September 1997, but dated as
   of July 22, 1997, American Dream International, Limited
   ("American Dream") entered into agreements with the Company
   and several other related organizations including: V'Power
   Corporation , Automobili Lamborghini S.P.A. ("ALSPA") and
   Automobili Lamborghini USA ("ALUSA"). V'Power currently
   owns a majority of the shares of Common Stock of the
   Company  (37,333,333 shares as of July 22, 1997).
   V'Power's majority interest is subject to right of American
   Dream to designate to V'Power a majority of the Board of
   Directors of the Company. ALSPA has contracted to provide
   the engine for the Vector M12 automobile.  In addition,
   ALSPA and ALUSA are the largest trade creditors of the
   Company.

   The transactions among American Dream, the Company,
   V'Power, ALSPA and ALUSA are summarized below:

        (1)   The Company has provided American Dream an
   option to purchase 60,000,000 shares of Common Stock of the
   Company for a total purchase price of $1,250,000.  The
   option may be exercised for a period commencing  July 22,
   1997 and ending thirty days after the full funding of the
   initial line of credit in the amount of $1,250,000
   described below.  American Dream also has been granted
   registration rights for the Common Stock if purchased.

        (2)   American Dream assumed control of the Company's
   Board of Directors on July 24, 1997, with the election of
   W. R. Welty, T. J. Enright and D. Kordek to fill vacancies
   on the Company's then existing Board of Directors. In
   addition, T. J. Enright also was elected Chief Operating
   Officer and Secretary of the Company.  Subsequently, D.
   Kordek resigned as a member of the Company's Board of
   Directors , and Lilly Beter was elected to fill that
   vacancy and to act as Treasurer of the Company.  V'Power
   has agreed that, for ten years after the purchase by
   American Dream of Common Stock of the Company pursuant to
   the option described above, it will vote in the election of
   directors for the election of a majority of directors
   nominated or designated by American Dream.

        (3)   V'Power has agreed to restrict the sale of its
   Common Stock of the Company (now owned or later acquired,
   by exercise of options or otherwise) for a period of four
   years from July 24, 1997.  The restriction will be absolute
   except (I) V'Power may sell shares under Rule 144A or by
   other institutional private placement if each purchaser
   agrees in writing to abide by the restrictions on resale
   imposed on V'Power and (ii) V'Power may sell all or any
   portion of its shares of the Company to American Dream or
   its assigns (which can be limited to American Dream's
   affiliates if so desired by V'Power).  Likewise, American
   Dream has agreed to restrict the sale of its Common Stock
   of the Company.

        (4)   American Dream has agreed to provide a loan to
   the Company consisting of (I) a line of credit in the
   amount of $1,250,000 which converts to a 10-year term loan
   when it is fully funded and (ii) a line of credit in the
   amount of $2,500,000. The loans bear interest at prevailing
   institutional lending rates (10% for the term loan and
   prime plus 2% for the line of credit if the loan is made by
   American Dream) and are secured by all assets of The
   Company.  Each loan is payable on demand, except the
   $1,250,000 loan becomes payable in monthly installments
   upon conversion to a term loan when it is fully funded. The
   $2,500,000 line of credit commences on the full funding of
   the $1,250,000 loan.  American Dream and the Company have
   entered into a Loan and Security Agreement, which has been
   filed with the Securities and Exchange Commission,  setting
   forth more fully the terms of the loans.

        (5)  V'Power has granted to American Dream or its
   assigns the option to purchase at any time after December
   31, 1997, any Common Stock of the Company then owned by
   V'Power at a purchase price equal to 70% of the market
   price (the average of the bid and ask price at the close of
   the ten trading days prior to the exercise of the option)
   on the regular trading day immediately prior to date of
   exercise by American Dream. The option expires four years
   from the date that American Dream purchases Common Stock of
   the Company under the option described above. American
   Dream may exercise the option by written notification to
   V'Power at any time specifying the number of shares to be
   purchased and the purchase price, and the sale will occur
   within 30 days of such notification by delivery of the
   specified number of shares by V'Power and the payment of
   the purchase price in cash.

        (6)  ALSPA has extended for a minimum of one year its
   existing agreement with The Company to supply model year
   M12 engines and other Lamborghini components to be used in
   the Vector M12 model. The volume of engines to be purchased
   by The Company within the twelve month contract term is 15
   engines.

        (7)  In connection with these transactions, ALSPA has
   agreed to convert its $424,111 account receivable from the
   Company into 4,241 shares of Preferred Stock of the
   Company.  Similarly, ALUSA has agreed to convert its
   $568,577 account receivable from the Company  into 5,686
   shares of Preferred Stock of the Company.  The conversion
   is subject to American Dream's exercise of its option to
   acquire 60,000,000 shares of the Company's common stock.
   Each share of Preferred Stock is issued at a price of
   $100.00 per share.  The Preferred Stock has certain
   mandatory redemption provisions calling for redemption
   payments over 19 months.  The dividend rate of the
   Preferred Stock is based upon the London Interbank Offered
   Rate (LIBOR) at the time of the inception of the preferred
   stock transaction.

   The Board of Directors of the Company has appointed three
   individuals designated by American Dream.  American Dream
   and V'Power have agreed that V'Power will vote its shares
   for these or other nominees of American Dream until such
   time as American Dream declines to make any discretionary
   funding under the $1,250,000 line of credit specified above
   or, upon exercise by American Dream of its option to
   purchase 60,000,000 shares, for a period of ten years.

   Finally, the Company has granted to V'Power a perpetual,
   non-exclusive license to use certain technology of the
   Company. The license was granted in exchange for a
   combination of debt forgiveness and cash in the aggregate
   amount of $500,000.

   THE EXOTIC SPORTS CAR MARKET

   The exotic sports car market consists of automobiles with
   suggested retail prices ranging from $110,000 to $1,000,000
   and that are capable of sustained speeds in excess of 160
   miles per hour.  In addition to differentiation from other
   sports cars by price and speed, exotic sports cars are
   distinguished by appearance, driving performance,
   technologically superior, high performance components and
   hand manufacturing.  To the Company's knowledge, there are
   no other United States-based manufacturers of exotic sports
   cars, although Ford Motor Company owns Aston-Martin.

   Management estimates that the worldwide market for exotic
   sports cars is approximately 3,500 cars per year and that
   the United States market is 900 per year.  The largest
   competitor in the United States and world markets is
   Ferrari.  Other competitors include Aston-Martin and
   Lamborghini.  See "Competition."

   North American sales of exotic sports cars are concentrated
   in large metropolitan areas.  In particular, urban areas of
   New York, Florida, Texas, California and Illinois account
   for a large percentage of all sports car sales, including
   exotic sports cars.  The Company also believes that
   significant markets exist in Western Europe, Southeast Asia
   and South America.

   THE VECTOR M12

   Preliminary development work on the Vector M12 began in
   mid-1994.  The Company's development and engineering
   efforts since that time have focused on the M12, and
   production commenced in late 1995.  The M12 features new
   body styling and more competitive pricing than its
   predecessor, the Vector W8.  The M12 nevertheless continues
   to reflect the Company's commitment to producing
   exotic sports cars with design, engineering and performance
   characteristics which are equal or superior to other cars
   in the M12 class.

   The M12 is a two-passenger, mid-engine, rear wheel drive
   coupe fitted with driver and passenger side airbags.  The
   M12 features a Vector engine jointly developed by
   Lamborghini and the Company and manufactured by
   Lamborghini.  The aluminum alloy, V-12 four valve engine
   generates a maximum of 492 horsepower at 6,800 revolutions
   per minute and maximum torque of 425 pounds feet at 5,200
   revolutions per minute.  The M12 uses a 5-speed, manual
   transaxle.  The Company has entered into an Agreement with
   Lamborghini to purchase 15 engines prior to July 24, 1998.
   The Vector engine manufactured by Lamborghini, however, is
   tested and able to be sold only through the calender year
   1998.  The Company anticipates developing a new engine or
   upgrading existing engines with Lamborghini or establishing
   a relationship with a new engine manufacturer prior to
   December 31, 1998.

   Chassis construction utilizes a semi-monocoque structure
   with a chrome-moly steel roll cage, while main body
   construction is of one-piece glass and carbon fiber/epoxy
   composite.  Front suspension consists of independent,
   unequal length A-arms, concentric coil springs and shock
   absorbers and anti-dive characteristics.  Rear suspension
   is also by unequal length A-arms using concentric coil
   springs with adjustable shock absorbers and anti-squat
   characteristics.

   The M12 employs a hydraulic braking system with vacuum
   power assistance, twin cylinder calipers and ventilated
   discs in both front and rear.  Steering is rack and pinion
   with power assistance.  The ignition system uses a computer
   engine management system complete with function warning
   devices.  The emission control system utilizes multi-point
   fuel injection, plus catalytic converters with lambda
   sensors.  The cooling system uses pressurized twin aluminum
   radiators with automatic electric fan for cooling
   assistance.

   Dimensions of the M12 include a 108-inch wheelbase; front
   track of 62.625 inches and rear track of 64.10 inches;
   overall length, width and height of 186 inches, 79.90
   inches and 43 inches, respectively; ground clearance is 5
   inches; and curb weight approximately 3,500 pounds.

   The M12 is capable of a maximum speed in excess of 190
   miles per hour and acceleration from 0 to 60 miles per hour
   in less than 4.5 seconds.

   MANUFACTURING AND ASSEMBLY

   The Company manufactured the chassis and all body parts of
   the Vector M12 at its 22,500 square foot manufacturing,
   assembly and warehouse facility in Green Cove Springs,
   Florida.  The facility has remained available to Vector;
   however, Vector terminated all production employees and
   production operations at the manufacturing facility in
   November, 1996, and has recommenced production only on a
   limited basis.  The Company believes that the manufacturing
   facility is capable of supporting the production of 100
   cars per year and supporting Vector's production for the
   foreseeable future.

   The Company contracts with third parties for the
   manufacture of certain major components and subsystems.
   For example, the Vector engine was co-designed and is
   produced by Lamborghini, the M12 gearbox is produced by RBT
   Transmission Inc., and the steering rack is produced by
   Adwest Engineering, Ltd.  In addition, the Company
   purchases a variety of other components, subsystems and
   equipment from a number of other suppliers.

   The use of Lamborghini and others as suppliers of the
   Vector engine and other components and subsystems allows
   the Company to limit its investment in production assets.
   This practice, however, also subjects the Company to risks
   associated with delivery schedules and quality control.
   For example, the Company's ability to obtain timely
   delivery of components meeting the Company's specifications
   could materially delay the Company's ability to produce and
   deliver automobiles.  The duration of any such delay and
   the resulting negative impact on the Company's operations
   would increase significantly if alternative suppliers are
   not readily available.  The Company currently believes that
   Lamborghini will be capable of supplying engines and that
   there will be alternative sources for other components and
   subsystems.  There can be no assurance, however, that the
   delays and quality control problems described above will
   not be experienced from time to time.

   MARKETING

   Vector's marketing efforts ceased in the Fall, 1996.
   Between August 1, 1997, and December 31, 1997, Vector sold
   three cars. Once full production is recommenced, the Vector
   M12 will be sold at retail by dealers that have entered
   into sales and service agreements with the Company and that
   will purchase automobiles and parts from the Company for
   sale to retail customers.  The Company plans to rely
   heavily on the development of a dealer network in marketing
   the Vector M12, and the strength and quality of the dealer
   network will have an important impact on future sales.  As
   of March 15, 1996, the Company had three active dealers
   located in Fort Lauderdale, Florida, Gilroy, California,
   and Portland, Oregon, two of which filed lawsuits against
   the Company for the return of one or more Vector M12 cars.
   See "Item 3. LITIGATION".  The Company believes that any
   problems raised in the lawsuits do not relate to material
   engineering or production shortcomings.  The Company
   currently has two dealers.

   As the Company's production levels increase, the Company
   intends to reactivate or develop up to 12 to 14 dealers in
   North American and international markets.  The Company
   anticipates that it will be able to enter into arrangements
   with a sufficient number of quality dealers to implement an
   effective dealer network.  See "Competition."

   Under the Company's prior dealer arrangements, each dealer
   was  required to purchase and carry two Vector M12's in
   inventory.  Future dealer arrangements for the purchase of
   vehicles may change.  The Company has no present plans to
   offer financing to dealers.

   The Company intends to market the Vector M12 through
   publicity in automotive and lifestyle magazines.

   The Vector M12 made its debut at the North American Auto
   Show in Detroit January 1996.  The M12 has also been
   presented at IMSA's 24 Hours of Daytona.  The M12 will
   continue to be publicized through appearances at auto and
   other shows and other events.  Auto shows will be selected
   based on a number of criteria, including the exposure and
   reputation of each show, the cost of participation, the
   desire to support authorized Vector dealers based in the
   geographic market in which the show is located, and
   scheduling considerations.  Among the industry's key auto
   shows in addition to the North American Auto Show are the
   Greater Los Angeles Auto Show, the New York Auto Show, and
   international auto shows in Frankfurt, Germany and Tokyo,
   Japan.  The Company is likely to participate in one to
   three auto shows per year based on the criteria above.

   BACKLOG

   The Company at December 31, 1996, and December 31, 1997,
   had no backlog of unfilled purchase orders.  The company
   ceased production in November, 1996, and has not commenced
   full time production as of December 31, 1997, although the
   Company produced 4 vehicles between July 24, 1997, and
   December 31, 1997.

   PRODUCT DEVELOPMENT

   The Company has expended to date since initial design work
   began in mid-1993 an aggregate of $7,565,521 on research
   and development of the Vector M12, none of which was
   customer-sponsored.  There was no research and development
   expense in 1997.  Research and development expense totaled
   $975,521, and $4,427,000 for the years ended December 31,
   1996 and 1995 respectively.

   COMPETITION

   The exotic sports car market is highly competitive.  The
   largest volume competitor in the United States and world
   markets is Ferrari.  Other competitors include Aston-Martin
   and Lamborghini.  The Company may also be subject to
   competition from other firms desiring to enter the exotic
   sports car market, such as Porsche, BMW, Maserati or other
   sports car manufacturers.  Many of the Company's
   competitors have longer operating histories, greater name
   recognition and more extensive and well-established dealer
   networks than the Company, and certain competitors have
   greater financial, marketing and technical resources than
   the Company.   Competition at the retail level is based
   upon, among other things, price, performance, styling,
   reliability, number and quality of dealers, availability of
   financing, warranty coverage, and availability of parts and
   repair.  Competition also exists among exotic sports car
   manufacturers for dealers.  Competition for dealers is
   based upon, among other things, product desirability, price
   and, to a lesser degree, financing.  Although the Company
   hopes that its products will gain market acceptance and
   believes that it will be able to develop an effective
   dealer network, given the Company's limited operating
   history, there can be no assurance that the Company will be
   able to compete effectively for either dealers or retail
   customers.

   REGULATION

   The manufacture and assembly of exotic sports cars such as
   the Vector M12 are subject to a variety of federal and
   state regulations concerning emission controls, safety,
   fuel economy, noise control and crash worthiness.  For
   example, all vehicles sold in the United States are subject
   to Environmental Protection Agency ("EPA") regulations and
   Federal Motor Vehicle Safety Standards ("FMVSS") which are
   administered by the National Highway Traffic Safety
   Administration ("NHTSA").  In addition, any vehicle sold in
   the State of California is subject to more stringent
   regulation developed by the California Air Resources Board
   ("CARB").  Other states may adopt vehicle emission
   standards identical to those adopted by the State of
   California.  The States of New York, Massachusetts,
   Connecticut, Maine, and New Jersey have also adopted
   California standards and several other states are
   considering similar action. The Company has successfully
   completed all of the major safety tests required by the
   EPA, FMVSS and CARB.

   VEHICLE EMISSIONS STANDARDS

   Under the federal Clean Air Act, auto manufacturers are
   required, among other things, to significantly reduce
   tailpipe emissions of polluting gases from automobiles and
   light trucks and are obligated to recall vehicles for
   failure to meet emission standards for a period of eight
   years or 80,000 miles, whichever occurs first.  This Act
   imposes standards for model years through 2003 that require
   further significant reductions in motor vehicle emissions.

   The Clean Air Act also requires full implementation of on-board
   diagnostic systems ("OBD") on 1999 model year light-duty vehicles.
   California has its own OBD requirements
   which are more stringent than the federal requirements.
   These OBD requirements are of concern because they may
   cause increased warranty costs and additional recalls.

   CAFE

   The Motor Vehicle Information and Cost Savings Act, as
   amended by the Energy Policy and Conservation Act, requires
   vehicle manufacturers to provide vehicles that comply with
   federally mandated Corporate Average Fuel Economy ("CAFE")
   standards.  Under this Act, a manufacturer earns credits
   for exceeding the applicable fuel economy standards.
   Failure to meet the average fleet fuel economy standards
   can result in the imposition of penalties unless a
   manufacturer has sufficient fuel economy credits from the
   preceding three years or projects that it will generate
   sufficient credits over the succeeding three years.  In
   addition, the Energy Tax Act of 1978 imposes a graduated
   "Gas Guzzler" tax on automobiles with a fuel economy rating
   below specified levels, such as the M12.  The Company does
   not anticipate that the amount of these penalties and taxes
   will be material to the Company or purchasers of the
   Company's automobiles.

   VEHICLE SAFETY

   Under the National Traffic and Motor Vehicle Safety Act of
   1996, NHTSA is required to establish federal motor vehicle
   safety standards that are practicable, meet the need for
   motor vehicle safety and are stated in objective terms.
   NHTSA has announced its intention to upgrade certain
   existing standards and to establish additional standards in
   the future.  The Company expects to be able to comply with
   those standards.

   VEHICLE RECALLS

   Under the Clean Air Act, the EPA may require manufacturers
   to recall and repair vehicles that fail to meet emission
   standards established under that Act.  Similarly, the Act
   authorizes the State of California to require recalls for
   vehicles that fail to meet its emissions standards. The
   Safety Act authorizes NHTSA to investigate reported vehicle
   problems and to order a recall if it determines that a
   safety-related defect exists. The Company's emissions and
   safety-related recall costs can be expected to vary widely
   from year to year, and could be expensive and require time
   consuming modifications in future periods, depending on the
   corrective action required to remedy a particular condition
   and the number of vehicles involved.

   STATIONARY SOURCE REGULATION

   The Company's assembly, manufacturing and other operations
   are subject to environmental regulation under the Clean Air
   Act, the Clean Water Act, the Resource Conservation and
   Recovery Act, the Pollution Prevention Act of 1990 and the
   Toxic Substances Control Act, as well as a substantial
   volume of state legislation paralleling and, in some cases,
   imposing more stringent obligations than the federal
   requirements.  These regulations impose severe restrictions
   on air and water-born discharges of pollution from the
   Company's manufacturing facility, the handling of hazardous
   materials at and the disposal of wastes from this facility.
   The Company expects its capital requirements for the period
   1997 through 2000 will not be substantial related to
   compliance with these regulations.

   EMPLOYEES AND CONSULTANTS

   The Company currently has contracted with unaffiliated
   third parties to provide management services and labor.
   The primary function of all of the Company's current labor
   force is to build the financial and accounting knowledge to
   facilitate the recommencement of production activities and
   the raising of additional funds.

   YEAR 2000

   The Company, like most owners of computer software, will be
   required to modify portions of its software so that it will
   function properly in the year 2000.  Due to the use of
   standard computer software packages, management does not
   expect the amounts required to be expensed over the next
   two years to have a material effect on the Company's
   financial position or results of operations.


   ITEM 2.  PROPERTIES.

   The Company currently leases on a month-to-month basis
   22,500 square feet of office, manufacturing, assembly and
   warehouse space in Green Cove Springs, Florida, at a cost
   of $6,075 per month from an unrelated party.  This facility
   serves as the Company's manufacturing and assembly facility
   and since August 1997, the Company's principal executive
   office.

   ITEM 3.  LITIGATION

   As described below, the Company and Gerald A. Wiegert are
   parties to certain legal proceedings which arose, among
   other things, in connection with the termination in 1993 of
   Mr. Wiegert as the Company's Chairman, President and Chief
   Executive Officer.  The Company is also a party to certain
   legal proceedings against persons who acted with Mr.
   Wiegert.

   In order to gain undisputed access and control over the
   Company's facilities, assets and business operations, on
   March 24, 1993, the Company filed an action in the Superior
   Court of California, Los Angeles County, captioned as
   Vector Aeromotive Corporation v. Gerald A. Wiegert, (Case
   Number BC77567) requesting declaratory relief and a
   temporary restraining order. On September 14, 1993, the
   court granted the Company's motion for summary judgment on
   the declaratory judgment contained in the amended
   complaint.

   Although the court granted summary judgment in favor of the
   Company on its claim for declaratory relief and undisputed,
   physical control of the Company has been returned to the
   Board, all other claims in the Company's amended complaint
   were pending in 1996.  These claims sought monetary damages
   in an amount to be proven at trial.  Mr. Wiegert also
   asserted various claims against the Company, including
   claims for unpaid rent on the Company's former principal
   facility, which was leased by the Company from Mr. Wiegert;
   breach of employment agreement; and for the return of
   business assets which Mr. Wiegert alleges are owned by him
   rather than by the Company.  These claims were asserted in
   a separate action filed in the Superior Court of
   California, Los Angeles County, on September 27, 1993
   captioned Gerald A. Wiegert v. Vector Aeromotive
   Corporation (Case Number BC089889).  Mr. Wiegert's
   complaint was dismissed by the court on April 23, 1997.

   In February 1994, Mr. Wiegert filed a cross-complaint
   against the Company, its directors, and its outside
   securities counsel alleging, among other things, breach of
   employment contract; breach of covenant of good faith and
   fair dealing; intentional and negligent misrepresentation;
   interference with contractual advantage and business
   interest; negligent and intentional infliction of emotional
   distress; and libel and slander.  The Company challenged
   the legal sufficiency of the cross-complaint, including
   subsequent amendments thereof, resulting in elimination of
   all claims except the claims concerning breach of
   employment contract by the Company, unpaid rent,
   conversion, libel and slander.

   In another action filed by Mr. Wiegert as general partner
   of Vector Car entitled Vector Car v. Vector Aeromotive
   Corporation, et al., filed in the Superior Court of
   California, Los Angeles County (Case Number BC106893) on or
   about June 15, 1994, Mr. Wiegert alleged that the Company
   assumed a Vector Car debt owed to him of approximately
   $325,000 and that the Company is obligated to Vector Car
   under the terms of a $250,000 promissory note payable to
   Vector Car.  This action was referred to the declaratory
   relief case with Gerald Wiegert, Case Number BC77567,
   referenced above.

   The litigation with Mr. Wiegert was finally settled by a
   Settlement and Release Agreement dated December 19, 1996,
   executed on behalf of Gerald Wiegert, Vector Car Limited
   and Gerald Wiegert d/b/a Velocity Properties by the Clerk
   of the Court pursuant to an Order Re Signing of Settlement
   Documents by Clerk of this Court, dated October 9, 1997.
   As part of the settlement, the Company transferred to Mr.
   Wiegert certain assets of Vector, none of which are
   necessary to Vector's continued operations, and signed a
   non-opposition to Mr. Wiegert's trademark application for
   the mark "Avtech".  Mr. Wiegert transferred to the Company
   his trademark rights to the marks "Vector" and "Vector W8".
   The Company has granted Mr. Wiegert a license to use the
   name "Vector" in the sale of certain Hot Wheels toy cars by
   Mattel Toys.  The settlement did not involve the payment of
   money by any party.

   In Vector Aeromotive Corporation v. Merrill Lynch, Pierce,
   Fenner & Smith, Inc. (Case Number BC092389), filed on
   November 2, 1993, in the Superior Court of California,  Los
   Angeles County, the Company alleged that subsequent to
   March 22, 1993, Mr. Wiegert and David Kostka, the Company's
   former Secretary, acting in cooperation with certain
   representatives of Merrill Lynch, opened "money-market"
   accounts which were used to deposit and disburse funds of
   the Company.  The Company contended that Merrill Lynch
   undertook these activities with knowledge that the Board of
   Directors' resolutions on which Merrill Lynch acted in
   establishing such accounts were invalid and unauthorized.
   In a related action, Merrill Lynch, Pierce, Fenner & Smith
   v. Vector Aeromotive Corporation (Case No. BC085474), filed
   on or about July 21, 1993, in the Superior Court of
   California, Los Angeles County, Merrill Lynch interpled
   those funds which remained in the accounts.  This action
   was referred to the declaratory relief case with Gerald
   Wiegert, Case Number BC77567 referenced above.  In
   September 1993, the funds then remaining in the account
   were released to the Company pursuant to court order.
   Having received the remaining funds in the account, the
   Company sought damages in an amount to be proved at trial.
   This action was ordered to arbitration and the Company has
   submitted a claim to the National Association of Securities
   Dealers, Inc. ("NASD") where the dispute will be heard by a
   three member panel. The arbitration panel found in favor of
   Merrill Lynch.

   In Vector Aeromotive Corporation v. Tokai Bank of
   California (Case Number BC092534), filed in the Superior
   Court of California, Los Angeles County, on or about
   November 4, 1993, the Company alleged that Tokai Bank
   wrongfully, and with knowledge of the activities of Messrs.
   Wiegert and Kostka, opened accounts and allowed Mr. Wiegert
   to disburse corporate funds for purposes not authorized by
   the Board of Directors.  The Company sought recovery from
   Tokai Bank of funds wrongfully disbursed to Mr. Wiegert in
   an amount to be proved at trial.  Tokai Bank filed a motion
   for summary judgment in its favor which was argued and was
   denied.  The case was settled in 1997 by the payment to the
   Company of $50,000; however, the check has not been
   negotiated due to a dispute over legal fees owed to Richard
   J. Aprahamian, a former officer and director of the
   Company, and his law firm.  The Company is unable at this
   time to determine when it will have access to these
   settlement funds.

   In Vector Aeromotive Corporation v. David Kostka (Case
   Number BC091267), filed on or about October 15, 1993, in
   the Superior Court of California, Los Angeles County, the
   Company seeks to recover disbursements made by Messrs.
   Wiegert and Kostka through the Merrill Lynch and Tokai Bank
   accounts described above.  The Company alleges that such
   accounts were established based on the certificate of Mr.
   Kostka as corporate secretary without the Board of
   Directors' authorization.  Mr. Kostka has filed a cross-complaint for
   breach of employment contract and is seeking
   damages therefore of approximately $20,000, which the
   Company intends to vigorously defend if pursued by Mr.
   Kostka.  The case was submitted to binding arbitration, but
   was not pursued by either party.  The case was dismissed
   April 23, 1997.

   In Vector Aeromotive Corporation v. Barash & Hill, et al.
   (Case No. BC092390), filed on or about November 2, 1993, in
   the Superior Court of California, Los Angeles County, the
   Company alleged that the law firm of Barash & Hill, the law
   firm of Seyfarth, Fairweather & Geraldson, Jerry M. Hill
   and Anthony H. Barash committed legal malpractice as a
   result of the conflicts of interest which such firms and
   lawyers encountered in representing the separate interests
   of Mr. Wiegert at the expense of the Company and their
   failure to return funds belonging to the Company.  The case
   was dismissed April 23, 1997.

   In Albert Burtoni v. Vector Aeromotive Corporation, (Case
   Number CV761178), filed on or about October 22, 1996, in
   the Superior Court, Santa Clara County, California, Albert
   Burtoni filed suit against the Company for breach of
   contract.  The case arises out of delivery of automobiles
   to Albert Burtoni under a dealer agreement.  In summary,
   Albert Burtoni seeks damages for untimely delivery of two
   automobiles and delivery of unsalable automobiles.  The
   Complaint seeks damages of $176,618.90, plus $1,000 per
   month from September 22, 1996.  The Company intends to
   vigorously defend this action.  This matter is in binding
   arbitration and a hearing is expected on March 24, 1998.

   In Ron Tonkin Gran Turismo, Inc., v. Vector Aeromotive
   Corporation (Case Number 9701-00160), filed on or about
   January 8, 1997, in the Circuit Court, Multnomah County,
   Oregon, Ron Tonkin Gran Turismo, Inc. ("Ron Tonkin") filed
   suit against the Company for breach of contract, unlawful
   trade practices and fraud.  The claims centered around the
   delivery or attempted delivery of two automobiles to Ron
   Tonkin under a dealer agreement.  In summary, Ron Tonkin
   seeks a return of his cost of the two M12 cars, plus
   interest.  The total amount sought was $330,262, plus
   interest.  The Company assisted Ron Tonkin in selling one
   of the automobiles subject to the suit for $157,000,  and
   has settled the dispute relating to the second car for a
   cash payment and the sale of the car.

   In T-n-A Custom Auto Trim, Inc., v. Vector Aeromotive
   Corporation  (Case Number 96-2539-CA-CV-G), filed on or
   about May 28, 1996, in the Circuit Court, Duval County,
   Florida, T-n-A Custom Auto Trim, Inc. ("Custom Trim") seeks
   damages for breach of contract arising out of a contract
   for Custom Trim to provide material and labor for
   components of automobiles manufactured by the Company,
   which never were manufactured.  The amount of damages
   sought is unspecified and to be determined at trial.  The
   Company is vigorously defending this case.  A jury trial
   has been set for April 20,1998.

   In Clay County Port, Inc., v. Vector Aeromotive Corporation
   (Case Number 96-2335-CA-B), filed on or about November 21,
   1996,  in the Circuit Court, Clay County, Florida, Clay
   County Port, Inc., filed suit against the Company to
   collect delinquent rent on the Company's production
   facility.  Clay County Port, Inc., also obtained on
   November 25, 1996, a Distress Writ subjecting all assets of
   the Company located at 975 Martin Avenue, Green Cove
   Springs, Florida, which is substantially all the assets of
   the Company, to a lien for rent in favor of Clay County
   Port, Inc., the landlord, and enjoining the Company from
   damaging, disposing of, secreting or removing any of the
   property subject to the Writ.  In August, 1997, the Company
   settled the litigation with a lump-sum payment and periodic
   payments to satisfy the lease obligations.  The Company
   currently uses the facilities at 975 Martin Avenue, Green
   Cove Springs, Florida, as its principal office and
   production plant.

   On or about September 19, 1997, the Tax Collector filed
   against the Company an Amended Petition by the Clerk of the
   Circuit Court to enforce a Notice of Delinquent Taxpayer
   for Validation of Tax Warrants, In Re The Petition of Jimmy
   Weeks, in his official capacity as Tax Collector of Clay
   County, Florida, Case No. 97-2393-CA-E, in the Circuit
   Court, Clay County, Florida.  The action seeks to impose a
   Florida tax lien on the assets of the Company to pay 1996
   Florida tangible personal property taxes.  The Tax
   Collector determined that the Company owed $15,549.31 in
   tangible personal property taxes.  A Final Judgment
   authorizing the Tax Collector to seize and sell personal
   property of the Company sufficient to pay the tax was
   entered November 4, 1997, and recorded in the Public
   Records on November 14, 1997.  The Company was unaware of
   the Tax Warrant or the action until January, 1998, because
   all notices and information concerning this case was sent
   to the Company's former offices at Lamborghini, U.S.A.,
   Inc., and not forwarded.  The Company has paid the taxes.

   In Puresport Engineering, Ltd. v. Vector Aeromotive
   Corporation (Case Number 96-005394-CA), filed on or about
   October 14, 1996, in the Circuit Court, Duval County,
   Puresport Engineering, Ltd., is seeking $77,191.63, plus
   interest, for engineering and consulting services.
   Defendant filed a Motion to Dismiss or in the alternative a
   Motion to Stay based on failure of Puresport Engineering,
   Ltd., to obtain authorization to do business in Florida.  A
   Final Order of Dismissal was filed on August 26, 1997.

   Other than as described above, the Company is not a party
   to any material legal proceedings, other than ordinary
   routine litigation incidental to its business.


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

   No matter was submitted during the fourth quarter of the
   fiscal year 1997 covered by this report to a vote security
   holders through the solicitation of proxies or otherwise.

    PART II

   ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
   STOCKHOLDER MATTERS.

   Until September 11, 1996, the Company's Common Stock was
   traded on the NASDAQ SmallCap Market under the symbol VCAR.
   On September 11, 1996, the National Association of
   Securities Dealers (NASD) deleted the Company's Common
   Stock from listing on the NASDAQ SmallCap  Market.  Since
   that time The Company's Common Stock is traded on the over-the-counter
   market on NASDAQ Bulletin Board.   The
   following table sets forth for the periods indicated the
   high and low closing bid prices for the Company's Common
   Stock as reported on the NASDAQ SmallCap Market and in the
   in over-the-counter market for each calendar quarter for
   the prior two years.  Such prices are interdealer prices,
   without retail markup, markdown or commissions, and may not
   necessarily represent actual transactions.


                         High         Low
   CALENDAR 1996

   First Quarter            .97         .50
   Second Quarter           .81         .47
   Third Quarter            .72         .22
   Fourth Quarter           .34         .03

   CALENDAR 1997

   First Quarter            .23         .11
   Second Quarter           .17         .075
   Third Quarter            .22         .11
   Fourth Quarter           .17         .065


   On December 31, 1997, there were 3,649 holders of record of
   Common Stock (excluding holders whose securities were held
   in street or nominee name).

   The Company has not paid a dividend on Common Stock.  The
   Company currently has no funds from which to pay dividends
   and as of December 31, 1997, the Company's shareholders'
   deficit was $2,228,887.  The Company intends to retain all
   earnings for use in its business for the foreseeable future
   except as required by the Company's preferred stock when
   issued to ALSPA and ALUSA.  The Board of Directors, at its
   discretion, may elect to pay dividends in the future based
   upon, among other factors, the level of the Company's
   earnings, capital and future prospects.

   ITEM 6.  SELECTED FINANCIAL DATA.

   The following table summarizes certain selected financial
   information of the Company for each of the periods
   indicated.  This data should be read in conjunction with
   the financial statements of the Company and the notes
   thereto appearing elsewhere herein.

   SUMMARY FINANCIAL INFORMATION
   (AMOUNTS IN 000'S EXCEPT FOR PER SHARE AMOUNTS)


                                      THREE
                         YEARS       MONTHS            YEARS
                         ENDED        ENDED            ENDED
                   DECEMBER 31, DECEMBER 31,    SEPTEMBER 30,
            1997     1996     1995     1994    1994      1993
            ----------------------    ------   --------------

   STATEMENTS OF LOSS DATA:

   Sales $   332  $   839  $     -  $   360  $    48  $ 1,467
   Gross Profit
    (Loss)   103   (2,368)    (108)       -       22      517
   Operating
    Loss    (676)  (5,475)  (7,514)    (818)  (4,521)  (4,094)

   Net Loss (238)  (5,595)  (7,653)    (765)  (4,471)  (3,890)

   Net Loss
   per Share (.01)   (.11)    (.19)    (.03)    (.21)    (.28)

   Cash Dividends
   per Share  None   None      None     None    None     None

   Weighted Average
   Shares   53,640  52,589   40,919   24,046  21,511   13,690



                                     December 31,    DECEMBER
   31,  SEPTEMBER 30,
       1997      1996     1995       1994       1994    1993

   BALANCE SHEET DATA:

   Current Assets
    $   440   $   761  $  1,093   $   594    $ 1,167 $ 1,326
    Working Capital(deficit)
     (1,371)   (2,142)   (2,257)     (274)       461    (311)

   Total Assets
        549       887     1,907     1,295      1,898    1,698

   Total Liabilities
      1,811     2,903     3,350       933        771    1,737

   Shareholders' Equity (deficit)
     (2,254)   (2,016)   (1,443)      361      1,126      (39)


   The Company has not declared or paid any dividend on its
   Common Shares, and intends to retain all earnings, if any,
   for use in its business for the foreseeable future.


   ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
   CONDITION AND RESULTS OF OPERATIONS.

   GENERAL

   The design, production and sale of exotic sports cars is a
   capital-intensive business.  The capital requirements
   inherent in this industry, combined with the Company's lack
   of sales during the development of the Vector M12, have
   forced the Company to raise significant capital from time
   to time in order to fund continued operations. Nevertheless
   the Company suspended operations in November 1996 due to
   lack of funds.  The Company currently has funds available
   only to fund limited production and has current liabilities
   that exceed current assets. Partially because of the amount
   of money spent on development of the M12 without profits,
   the Company under its new management recommenced limited
   operations and plans to proceed gradually to conserve its
   financial resources.

   In addition, because of the Company's lack of sales in 1994
   and 1995, the commencement of production activities in the
   fourth quarter of 1994 and the suspension of all production
   activities in November 1996, comparisons from period to
   period have limited meaning.

   The Company first ceased production activities in early
   1993 and re-commenced production in late 1995.  During
   calendar years 1994 through 1996, the Company's efforts
   focused on the design, development, marketing and
   commencement of production of the Vector M12.  Production
   of the M12 commenced in October 1995, and in March 1996 the
   Company sold its first M12.  The Company sold four cars by
   the end of 1996; however, three cars subsequently were
   returned to the Company or became the subject of litigation
   with the Company's dealers.  By November, 1996, due to lack
   of funds, the Company had ceased substantial activities.
   It was not until August, 1997, that the Company recommenced
   any meaningful business activities, and only on a limited
   basis.

   Litigation with the Company's former President, Gerald
   Wiegert, who was termination in March 1993, and related
   lawsuits consumed significant capital and management
   attention in calender years 1994 through 1996.  For further
   information with respect to this litigation, see Note 13 of
   Notes to Financial Statements included elsewhere herein.
   Legal fees totaled $122,168, $179,078, and $546,101 for the
   years ended December 31, 1997, 1996 and 1995, respectively.
   Those 1996 and 1995 legal fees generally were paid to a
   then director of the Company, Richard J. Aprahamian, or his
   law firm.

   LIQUIDITY AND CAPITAL RESOURCES

   The Company has financed its operations through the private
   and public sale of equity securities.  Since October 1,
   1992 (the beginning of the Company's fiscal 1993), the
   Company received approximately $21.5 million in net
   offering proceeds from the sale of equity securities and
   options through December 31, 1996, compared to the
   Company's aggregate sales of $2.71 million during the same
   period.  Nevertheless the Company had no funds remaining
   for operations by November, 1996.

   Since the beginning of fiscal 1993, the Company's principal
   source of capital has been the private sale of Common Stock
   and options therefore to V'Power and Setdco.  In April
   1994, for an aggregate of $2,250,000, V'Power acquired
   3,000,000 shares of Common Stock and an option to purchase
   an additional 6,000,000 shares of Common Stock with a $.75
   per share exercise price, which expired unexercised in
   April 1997.  In January and April 1995, for an aggregate of
   $6,000,000, V'Power acquired 18,333,333 shares of Common
   Stock and an option to purchase an additional 50,000,000
   shares of Common Stock with a $.43 per share exercise
   price, which expired unexercised in April 1997.  In January
   1996, for an aggregate of $5,000,000, V'Power acquired
   10,000,000 newly-issued shares of Common Stock and an
   option expiring January 1997 to acquire an additional
   50,000,000 shares of Common Stock with a $.45 per share
   exercise price, which expired unexercised.

   The Company received investment bankers' fairness opinions
   with respect to the 1995 and the 1996 transactions, and the
   Company believed that these transactions with V'Power were
   fair to and in the best interests of the Company.  The
   Company does not believe that V'Power will provide
   additional funds to the Company, either through purchase of
   additional equity securities from the Company or exercise
   of the existing option, to satisfy the Company's capital
   needs.

   Notwithstanding the sale of equity securities of $6,000,000
   in the first quarter of 1995 and $5,000,000 in the first
   quarter 1996, at December 31, 1995, 1996 and 1997, the
   Company had cash and cash equivalents of $12,370, $33,864
   and $-0-, respectively.  Net cash used by the Company in
   1996 and 1997 totaled $4,075,757 and $344,838,
   respectively, for research and development and operating
   activities.  The Company currently is cautiously proceeding
   to restore and stabilize operations and did not spend any
   material amounts in 1997 for capital equipment or research
   and development.

   The Company's only source of capital at the present time is
   a loan from American Dream International, Limited, which is
   provided on a discretionary basis.  There can be no
   assurance that this financing source will be sufficient to
   provide cash necessary for the Company to recommence
   production in full, to pay existing commitments such as
   rent or pay all or any significant portion of the existing
   creditors of the Company.  The Company currently has no
   other commitment from others to provide additional capital,
   and there can be no assurance that such funding will be
   available if or when needed, or if available, that its
   terms will be favorable or acceptable to the Company.
   Should the Company be unable to obtain additional capital,
   when and if needed, it could be forced to either curtail
   operations or again cease business activities altogether.

   The lack of liquidity and capital resources raise
   substantial doubt about the Company's ability to continue
   as a going concern.  However, the Company has initiated the
   following actions which it believes will allow the Company
   to resume profitable operations.

   (a) As more fully described in "CHANGES OF CONTROL AND
   FINANCING TRANSACTIONS" the Company has entered into an
   agreement with American Dream for additional capital as
   well as restructuring its debt to an affiliated company.

   (b) The Company has consolidated all operations into the
   plant in Green Cove Springs, Florida.

     The Company has settled litigation which has endured for
   several years.

   (d) The Company has resumed operations with a new
   management team.

   The objective of this team is to significantly reduce
   operating expenses while continuing to produce the Vector
   M12.

   RESULTS OF OPERATIONS

   At December 31, 1997, the Company had an accumulated
   deficit of $39,576,534.  For the years ended December 31,
   1997, 1996 and 1995, the Company had a net loss of
   $213,016, $5,594,993 and $7,652,565, respectively.  The
   loss equaled a total of $13,485,716 for the three years,
   with total aggregate revenues during the same period of
   $1,670,578, including $500,000 from the sale of technology
   in 1997.  The future success of the Company will be
   influenced by expenses, operational difficulties and other
   factors frequently encountered in the development of a
   business enterprise in a competitive environment, many of
   which may be beyond the Company's control.

   Total general and administrative expenses decreased from
   $2,978,871 for the year ended December 31, 1995, to
   $1,800,958 and $779,325 for the years ended December 31,
   1996 and 1997, respectively.  The decreases were primarily
   due to the Company suspended operations beginning
   approximately November, 1996. During the years ended 1997,
   1996 and 1995, non-cash compensation expense relating to
   granting stock options below market value was recorded
   totaling $-0-, $-0- and $133,440, respectively.

   Research and development increased from $1,179,000 in
   fiscal year 1994 to $4,427,000 for the year ended December
   31, 1995, reflecting the expense and concerted efforts in
   1995 to complete the design, engineering, development and
   commencement of production of the Vector M12.  Research and
   development was $975,521 for the year ended December 31,
   1996.  Research and development ceased with other
   operations by November, 1996, and has not been revitalized
   to date.

   The Company has various deferred tax assets totaling
   $14,238,000 as of December 31, 1996.  Due to the
   uncertainty of the realization of these tax assets the
   Company has offset these deferred tax assets with a
   valuation allowance.  However, the Company could realize
   benefit from some of these tax assets to offset future tax
   liabilities, in any.

   NEW ACCOUNTING STANDARDS

   In March 1997, the Financial Accounting Standards Board
   issued Statement of Financial Accounting Standards No. 128,
   "Earnings per Share" (SFAS 128). SFAS 128, which is
   effective for financial statements issued for periods
   ending after December 15, 1997, simplifies the standards
   for computing earnings per share ("EPS") and makes them
   comparable to international earnings-per-share standards.
   This statement replaces the presentation of primary EPS and
   fully diluted EPS with a presentation of basic EPS and
   diluted EPS, respectively. Basic EPS excludes dilution and
   is computed by dividing earnings available to common
   stockholders by the weighted average number of common
   shares outstanding for the period. Similar to fully diluted
   EPS, diluted EPS reflects the potential dilution of
   securities that could share in the earnings. This statement
   is not expected to have a material effect on the Company's
   reported earnings-per-share amounts. The adoption of this
   standard had no effect on earnings per share.

   In June 1997, the Financial Accounting Standards Board
   issued Statement of Financial Accounting Standards No. 130,
   "Reporting Comprehensive Income" (SFAS 130), and No. 131,
   "Disclosure about Segments of an Enterprise and Related
   Information" (SFAS 131). SFAS 130 establishes standards for
   reporting and displaying comprehensive income, its
   components and accumulated balances. SFAS 131 establishes
   standards for the way that public companies report
   information about operating segments in annual financial
   statements and requires reporting of selected information
   about operating segments in interim financial statements
   issued to the public. Both SFAS 130 and SFAS 131 are
   effective for periods beginning after December 15, 1997.
   The Company has not determined the impact that the adoption
   of these new accounting standards will have on its future
   financial statements and disclosures.


   ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

   Financial statements of the Company are set forth herein
   beginning on page F-1.


   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
   ACCOUNTING AND FINANCIAL DISCLOSURE.

        None.


   PART III

   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
   REGISTRANT.

   Name
   Position

   W. R. Welty                Director

   T. J. Enright              Director
                              Chief Operating Officer
                              Secretary

   Lilly Beter                Director
                              Chief Financial Officer

   Michael J. Kimberley       Director


   Lilly Beter (age 63) has been a director of Vector since
   August 4, 1997, and Chief Financial Officer since September
   11, 1997.  For the past five years, Ms. Beter has been
   President of Lilly Beter Capital Group, Inc., a lobbyist
   and financial consultant.  Ms. Beter  was elected a
   director pursuant to the terms of a Loan Agreement dated
   July 22, 1997, under which American Dream, formerly known
   as Tradelink International, Ltd., has agreed to fund
   discretionary lines of credit in the aggregate amount of
   $3,750,000, and a Shareholders Agreement and Option dated
   July 22, 1997, under which the majority shareholder of the
   Company, V'Power Corporation, has agreed to vote as
   director certain nominees of American Dream.

   T. J. Enright (age 52) has been a director of the Company
   since July 22, 1997.  Mr. Enright was appointed Chief
   Operating Officer and Secretary of the Company on August 4,
   1997.  For the past five years, Mr. Enright has been acting
   as a business consultant through Sinclair Management, Ltd.,
   a corporation organized under the laws of The Bahamas.  In
   1994, Mr. Enright acting as a business consultant wrote a
   business plan for Vector in which he evaluated Vector's
   operations and business prospects.  Mr. Enright also has
   been employed in various executive positions by Group Lotus
   plc, the manufacturer of Lotus sports cars, and certain of
   its affiliated companies.  Mr. Enright  was elected a
   director pursuant to the terms of a Loan Agreement dated
   July 22, 1997, under which American Dream, formerly known
   as Tradelink International, Ltd., has agreed to fund
   discretionary lines of credit in the aggregate amount of
   $3,750,000, and a Shareholders Agreement and Option dated
   July 22, 1997, under which the majority shareholder of the
   Company, V'Power Corporation, has agreed to vote as
   director certain nominees of American Dream.  Mr. Enright
   has been responsible for the day-to-day management of
   Vector since August 4, 1997.

   Michael J. Kimberley (age 59) has served as a director of
   the Company since May 1994.  Since January, 1997, Mr.
   Kimberly has been an executive advisor to the national
   automobile industry in Indonesia.  From April 15, 1994, to
   December, 1997, Mr. Kimberley served as president of
   Lamborghini.  From January 1992 to April 1994, he was the
   Executive Vice President of General Motors Overseas
   Corporation for Malaysia.  Prior to that time, Mr.
   Kimberley had been employed in various executive positions
   by Group Lotus plc, the manufacturer of Lotus sports cars,
   and certain of its affiliated companies.  Mr. Kimberley
   also has acted as an unpaid technical consultant to Vector
   since January 1, 1997.

   W. R. Welty (age 51) has been a director of the Company
   since July 22, 1997.  Mr. Welty was elected a director
   pursuant to the terms of a Loan Agreement dated July 22,
   1997, under which American Dream, formerly known as
   Tradelink International, Ltd., has agreed to fund
   discretionary lines of credit in the aggregate amount of
   $3,750,000, and a Shareholders Agreement and Option dated
   July 22, 1997, under which the majority shareholder of the
   Company, V'Power Corporation, has agreed to vote as
   director certain nominees of American Dream.  American
   Dream also has the right to purchase sufficient shares of
   common stock of the Company to make American Dream the
   majority shareholder of the Company.  Mr. Welty is the
   majority shareholder of American Dream.  Mr. Welty owns and
   operates a series of businesses in California oriented to a
   mature, adult customer that employ or contract with in the
   aggregate approximately 500 people.  These business
   entities are as follows:  A-Z Books, Inc., (bookstore); Bar
   Venture, Inc. (leases bar equipment); Gale Turnbull, Inc.
   (dance bar); Kona Bar & Grill, Inc. (bar and grill); Manta
   Management, Inc. (dance bar); T & A Video (video rental,
   book store and dance bar).  In addition, Mr. Welty is an
   owner in Associated Construction Services, Inc. (insurance
   consultant on catastrophic events) and Quicksilver
   Enterprises, Inc. (manufactures ultra light aircraft).  Mr.
   Welty has been actively involved in the development of the
   Company's business strategy and in important implementation
   decisions.

   Section 16(a) Beneficial Ownership Reporting Compliance

   In January, 1996, V'Power purchased from the Company
   10,000,000 newly issued shares of common stock and an
   option, which has since expired, to acquire an additional
   50,000,000 shares of common stock of the Company. The
   current management of the Company is not aware based upon
   the Company's records that a Form 4 was filed by V'Power
   reporting this common stock purchase, although the
   transaction was reported on a Form 8-K by the Company and
   the Company obviously was aware of the purchase. In
   addition, the records of the Company reflect that the
   common stock owned by Setdco Engineering Corporation may
   have been reduced from 5,000,000 shares to 3,000,000 shares
   at some time between March 31, 1995, and June 30, 1997;
   however the Company has no record of the filing of a Form 4
   or Form 5 describing the reduction in ownership. The
   records of the Company received by current management,
   however, may not accurately reflect the actual records of
   the Company at a specific time in 1996 because some
   corporate records are believed to have been lost, misplaced
   of inadvertently destroyed between the time that the
   Company suspended operations due to lack of funds and the
   time that current management of the Company received the
   records of the Company.


   ITEM 11.  EXECUTIVE COMPENSATION.

   For the year ended December 31, 1997, the Company paid a
   consulting company believed to be owned by D. Peter Rose
   consulting fees of $47,019.  D. Peter Rose was President of
   the Company until his resignation effective November 11,
   1997.  The Company also paid Sinclair Management $21,000
   for the services of T. J. Enright, the chief operating
   officer of the Company since August 4, 1997.  The current
   management is not aware of the grant of any stock options
   or other compensation paid to executive employees in 1997.

   For the year ended December 31, 1996, the Company paid D.
   Peter Rose salary of $117,500 and paid a consulting company
   believed to be owned by D. Peter Rose consulting fees of
   $16,000.  D. Peter Rose was President of the Company until
   his resignation effective November 11, 1997.  For the year
   ended December 31, 1996, the Company paid its chief
   financial officer, Janna Connolly, salary of $64,026.  The
   current management is not aware of the grant of any stock
   options or other compensation paid to executive employees
   in 1996.

   For years prior to the year ended December 31, 1996,
   information is incorporated by reference from the
   definitive proxy statement filed with the Securities
   Exchange Commission with the Definitive Form 14-A on April
   29, 1996.


   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
   AND MANAGEMENT.

   Security Ownership of Certain Beneficial Owners.


   (1)              (2)                 (3)            (4)
   Title of  Name and address     Amount and nature  Percent
   Class        of beneficial            of            of
                    owner            beneficial       Class
                                     ownership

   Common    V'Power Corporation    37,333,333(a)     69.6%
             Wisma Antars 3rd Floor
             JLN Medan Selatan #17
             Jakarta 10110 Indonesia

   Common    Sedtco                      3,000,000     5.6%
              Engineering Corp.
             c/o Eagle Holding Ltd.
             Leppo Plaza 3rd Floor
             J L Jenl Sudi Amakav 25
             Jakarta 12920 Indonesia

   Common    American Dream          37,333,333(b)    69.6%
              International Limited
             c/o One Independent Drive
             Suite 3131
             Jacksonville, FL 32202



   Common    W. R. Welty (c)         37,333,333(b)    69.6%
             c/o One Independent Drive
             Suite 3131
             Jacksonville, FL 32202

   Common    American Dream          60,000,000(d)    52.8%(d)
              International Limited
             c/o One Independent Drive
             Suite 3131
             Jacksonville, FL 32202



   Common    W. R. Welty(c)           60,000,000(d)   52.8%(d)
             c/o One Independent Drive
             Suite 3131
             Jacksonville, FL 32202
   -----------------------

   (a) Management believes that V'Power may have the right to
   acquire or has acquired the common stock owned by Sedtco
   Engineering Corp., in which case the total number of shares
   beneficially owned by V'Power would be 40,333,333 and the
   percent of ownership would be 75.2%, although this
   transaction has not been confirmed by the Company.

   (b) American Dream has certain rights to acquire and
   certain rights to vote or direct the vote of common stock
   of the Company owned by V'Power as more fully described
   above under the caption "Item I. BUSINESS - General".

     W. R. Welty owns and controls American Dream.  See notes
   (b) above and (d) below.

   (d) American Dream has certain rights to acquire authorized
   but unissued shares of common stock of the Company as more
   fully described above under the caption "Item I. BUSINESS -
   General".  The percent of ownership assumes the issuance of
   the additional 60,000,000 shares by the Company, in which
   case the percent of ownership of other beneficial owners
   would decrease accordingly, and the only other five percent
   owner known to the Company would be V'Power, which would
   own 32.5% based on 37,333,333 shares.

   Security Ownership of Management.

   (1)(2)(3)(4)
   Title of     Name          Amount and nature    Percent
   Class     of beneficial           of              of
                owner            beneficial         Class
                                 ownership

   Common    W. R. Welty(a)    37,333,333(a)        69.6%

   Common    W. R. Welty           81,556               *

   Common    T. J. Enright     37,333,333(b)         69.6%

   Common    W. R. Welty(c)    60,000,000(c)         52.8%(c)

   Common    T. J. Enright     60,000,000(d)         52.8%(d)

   Common    Michael J. Kimberley  95,000(e)            *
   -----------------------------
    *  Less than 1%

   (a) W. R. Welty owns and controls American Dream.  See
   notes (a) and (b) above under the caption "Security
   Ownership of Certain Beneficial Owners."

   (b) T. J. Enright is an executive officer of American
   Dream.  See notes (a) and (b) above under the caption
   "Security Ownership of Certain Beneficial Owners."

     W. R. Welty owns and controls American Dream.  See note
   (d) above under the caption "Security Ownership of Certain
   Bneficial Owners."

   (d) T. J. Enright is an executive officer of American
   Dream.  See note(d) above under the caption "Security
   Ownership of Certain Bneficial Owners."

   (e) Includes 95,000 shares acquirable upon exercise of
   presently exercisable options.

   D. Peter Rose, Sudjaswin E.L., George J. Fencl and Richard
   J. Aprahamian were directors of the Company on December 31,
   1996, and D. Peter Rose was President of the Company on
   December 31, 1996.  The security ownership of these
   individuals is incorporated by reference from the Company's
   Proxy Statement in connection with the Annual Meeting of
   Shareholders filed with the Securities Exchange Commission
   with the Definitive Form 14-A on April 29, 1996.  All
   options held by these directors have expired in 1997.

   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   The related transactions are described above under the
   caption "Item I. BUSINESS - General".  At the time the
   transactions with V'Power were entered into, V'Power was an
   affiliate of one or more directors of the Company.  In
   addition, current management believes that the Company paid
   to an affiliate of a then director, Sudjaswin E.L.,
   consulting fees of $590,000 in connection with one or more
   financing transaction between V'Power, also an affiliate of
   Sudjaswin E.L., and the Company over a two year period.

   PART IV

   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
   REPORTS ON FORM-8-K.

        (A) LIST OF FINANCIAL STATEMENTS AND SCHEDULES FILED
   AS A PART OF THIS REPORT:

        (1) FINANCIAL STATEMENTS:

   Report of Independent Certified Public Accountants

   Balance Sheets - December 31, 1997, December 31, 1996 and
   December 31, 1995

   Statements of Operations for the years ended December 31,
   1997, 1996 and 1995

   Statement of Common Stockholders' Deficit for the years
   ended December 31, 1997, 1996 and 1995

   Consolidated Statements of Cash Flows for the years ended
   December 31, 1997, 1996 and 1995

   Notes to Financial Statements for the years ended December
   31, 1997, 1996 and 1995

        (2)       FINANCIAL STATEMENT SCHEDULES:

         Report of Independent Certified Public Accountants

         Schedule II/Valuation and Qualifying Accounts


        (B) REPORTS ON FORM 8-K

   Since September 30, 1996, the Company has filed four
   current reports on Form 8-K: Form 8-K dated October 14,
   1997, reporting under Item 1, Changes in Control of
   Registrant, and Item 5, Other Events; Form 8-K dated
   November 3, 1997, reporting under Item 5, Other Events;
   Form 8-K dated November 7, 1997, reporting under Item 5,
   Other Events; Form 8-K dated November 14, 1997, reporting
   under Item 6, Resignation of Registrant's Directors.


        (C)   EXHIBITS

   EXHIBIT NO.  DOCUMENT

    *3.1   Articles of Incorporation of the Company, as
   amended to date (incorporated by reference to Exhibit 3.1.1
   to the Company's Annual Report on Form 10-K for the year
   ended September 30, 1994, Exhibit 3.1.2 to the Company's
   registration Statement on Form S-1 (File No.
   33-35458)("Form S-1 No. 33-35458"), and Exhibit 3.01 to the
   Company's Quarterly Report on Form 10-Q for the quarter
   ended March 31, 1995 ("March 1995 Form 10-Q"))

    *3.2   Bylaws of the Company (incorporated  by reference
   to Exhibit 3.2 to the Company's Registration Statement on
   Form S-18 (File No. 33-20456-LA)("Form S-18")

    *4.1  Form of specimen certificate for 1991 Warrants of
   the Company (incorporated by reference to Exhibit 4.1.2 to
   the Company's Registration Statement on Form S-1 File No.
   33-39281)("Form S-1 No. 33-39281")

    *4.2 Payment Agreement, including stock options, between
   the Company and Corporate Relations Group, Inc.
   (incorporated  by reference to Exhibit 4.1 to the Company's
   Quarterly Report on Form 10-Q for the period ended
   September 30, 1995)

    *4.3 Warrant dated August 1, 1991 entitling Gerald A.
   Wiegert to purchase 1,000,000 shares of common stock
   (incorporated  by reference to Exhibit 10.2.6 to the
   Company's Form S-1 No. 33-39281)

   *10.1 Share Purchase Agreement dated October 28, 1992
   between the Company and Setdco Engineering, Inc.
   (incorporated  by reference to Exhibit 10.1.1 to the
   Company's Annual Report on Form 10-K for the year ended
   September 30, 1994 ("1994 Form 10-K)

   *10.2 Amended Share Purchase Agreement dated April 29, 1994
   between the Company and V'Power Corporation (incorporated
   by reference to Exhibit 10.1.2 to the Company's 1994 Form
   10-K)

   *10.3 Share Purchase Agreement dated January 6, 1995
   between the Company and V'Power Corporation (incorporated
   by reference to Exhibit to the Company's Form 8-K dated
   January 12, 1995 ("January 1995 Form 8-K"))

   *10.4 Form of Registration Rights Agreement dated January
   6, 1995 between the Company and V'Power Corporation
   (incorporated  by reference to Exhibit to the Company's
   January 1995 Form 8-K)

   *10.5 Form of Option Agreement dated April 18, 1995 between
   the Company and V'Power Corporation (incorporated  by
   reference to Exhibit to the Company's January 1995 Form 8-K)

   *10.6 1994 Omnibus Stock Plan (incorporated  by reference
   to Exhibit 10.2.1 to the Company's 1994 Form 10-K)

   *10.7 1992 Incentive Stock Option Plan (incorporated  by
   reference to Exhibit 10.2.2 to the Company's 1994 Form 10-K)

   *10.8 1992 Non-Qualified Stock Option Plan (incorporated
   by reference to Exhibit 10.2.3 to the Company's 1994 Form
   10-K)

   *10.9   1990 Incentive Stock Option Plan (incorporated by
   reference to the Company's Form S-1 No. 33-35458)

   *10.10  1990 Non-Qualified Stock Option Plan (incorporated
   by reference to the Company's Form S-1 No. 33-35458)*10.11
   1988 Incentive Stock Option Plan (incorporated by reference
   to the Company's Form S-18)

   *10.12  1988 Non-Qualified Stock Option Plan (incorporated
   by reference to the Company's Form S-1 No. 33-35458)

   *10.13  Agreed Contract between the Company and Automobili
   Lamborghini, S.p.A. for Engine Development Program and
   Engine Purchase Agreement (incorporated by reference to
   Exhibit 10.01 to the Company's March 1995
   Form 10-Q and Exhibit 10.01 to the Company's Amendment No.
   1 to the March 1995 Form 10-Q on Form 10-Q/A)

   *10.14  Share Purchase Agreement, including form of option
   and registration rights agreements, dated December 29, 1995
   by and between the Company and V'Power Corporation
   (incorporated  by reference to Exhibit 99.1 to the
   Company's Current Report on Form 8-K dated January 24,
   1996)

   *10.15  Form of Warrant Agreement with respect to 1993
   Officer and Director Warrant Plan (incorporated by
   reference to  Exhibit 4.4 to the Company's Registration
   Statement on Form S-8 (File No. 33-300073)

   *10.16  Share Purchase Agreement, including form of option
   and registration rights agreements, dated July 22, 1997 by
   and between the Company and American Dream International
   Limited, formerly known as Tradelink International Limited
   (incorporated  by reference to Exhibit 1 to the Company's
   Current Report on Form 8-K dated October 14, 1997)

   *10.17  Option Agreement, dated July 22, 1997 by and
   between the Company and American Dream International
   Limited, formerly known as Tradelink International Limited
   (incorporated  by reference to Exhibit 2 to the Company's
   Current Report on Form 8-K dated October 14, 1997)

   *10.18  Shareholder Agreement and Option, dated July 22,
   1997 by and among the Company, V'Power Corporation and
   American Dream International Limited, formerly known as
   Tradelink International Limited (incorporated  by reference
   to Exhibit 3 to the Company's Current Report on Form 8-K
   dated October 14, 1997)

   *10.19  Registration Rights Agreement, dated July 22, 1997
   by and between the Company and American Dream International
   Limited, formerly known as Tradelink International Limited
   (incorporated  by reference to Exhibit 4 to the Company's
   Current Report on Form 8-K dated October 14, 1997)

   *10.20  Debt Conversion and Preferred Stock Agreement,
   dated July 22, 1997 by and between the Company and
   Automobili Lamborghini, S.p.A.(incorporated  by reference
   to Exhibit 5 to the Company's Current Report on Form 8-K
   dated October 14, 1997)

   *10.21  Debt Conversion and Preferred Stock Agreement,
   dated July 22, 1997 by and between the Company and
   Automobili Lamborghini U.S.A., Inc.(incorporated  by
   reference to Exhibit 6 to the Company's Current Report on
   Form 8-K dated October 14, 1997)

   *10.22  Debt Forgiveness and Technology Agreement, dated
   July 22, 1997 by and between the Company and V'Power
   Corporation (incorporated  by reference to Exhibit 7 to the
   Company's Current Report on Form 8-K dated October 14,
   1997)

   *10.23  Loan and Security Agreement, including form of
   promissory notes, dated July 22, 1997 by and between the
   Company and American Dream International Limited, formerly
   known as Tradelink International Limited (incorporated  by
   reference to Exhibit 8 to the Company's Current Report on
   Form 8-K dated October 14, 1997)

   *10.24  Promissory Note in the amount of $2,500,000, dated
   July 22, 1997 made by the Company to American Dream
   International Limited, formerly known as Tradelink
   International Limited (incorporated  by reference to
   Exhibit 9 to the Company's Current Report on Form 8-K dated
   October 14, 1997)

   *10.25  Promissory Note in the amount of $1,250,000, dated
   July 22, 1997 made by the Company to American Dream
   International Limited, formerly known as Tradelink
   International Limited (incorporated  by reference to
   Exhibit 10 to the Company's Current Report on Form 8-K
   dated October 14, 1997)

   27.1   Financial Data Schedule (for SEC use only)
   -------------------------
        *Incorporated by reference.




   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the
   Securities Exchange Act of 1934, the Registrant has duly
   caused this report to be signed on its behalf by the
   undersigned, thereunto duly authorized.

   VECTOR AEROMOTIVE CORPORATION

   By  /s/ T. J. Enright
       T. J. Enright, Chief Operating Officer

   Dated:   March 24, 1998

   Pursuant to the requirements of the Securities Exchange Act
   of 1934, this report has been signed below by the following
   persons on behalf of the Registrant and in the capacities
   and on the dates indicated:

   /s/ T. J. Enright
       T. J. Enright, Director and Chief Operating Officer

   March 24, 1998

   /s/ W. R. Welty
   W. R. Welty, Director

   March 26, 1998

   /s/ Michael J. Kimberley
   Michael J. Kimberley, Director

   March 28, 1998


   /s/ Lilly Beter
   Lilly Beter, Director and Principal Financial Officer

   March 27, 1998






   VECTOR AEROMOTIVE CORPORATION

   Index

   Report of
   Independent Certified Public Accountants     F-2

   Financial Statements

   Balance Sheets                                F-3

   Statements of Operations                      F-4

   Statements of Shareholders' Equity (Deficit)  F-5

   Statements of Cash Flows                      F-6

   Notes to Financial Statements                 F-8

   Report of Independent Certified Public

   Accountants on Financial Statement Schedule   S-1

   Financial Statement Schedule

   Schedule II Valuation and Qualifying Accounts S-2