-------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-2

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                         COMMISSION FILE NUMBER 1-14082

                       SMART CHOICE AUTOMOTIVE GROUP, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


        FLORIDA                                59-146957
(STATE OR OTHER JURISDICTION OF   (I.R.S.  EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

5200 S. WASHINGTON AVENUE, TITUSVILLE, FLORIDA   32780      (407) 269-9680
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)      (ZIP CODE)      (ISSUER'S
                                                            TELEPHONE NUMBER)


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

        TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED
        -------------------           -----------------------------------------

        COMMON STOCK                  BOSTON STOCK EXCHANGE

        REDEEMABLE COMMON STOCK       BOSTON STOCK EXCHANGE
            PURCHASE WARRANTS

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:

                                  COMMON STOCK
                    REDEEMABLE COMMON STOCK PURCHASE WARRANTS
                                (TITLE OF CLASS)


-------------------------------------------------------------------------------



<PAGE>

        The Registrant amends its Annual Report on Form 10-K for its fiscal year
ended December 31, 1997,  previously  filed with the Commission,  to include the
following as Part III thereof.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

        The following  table sets forth the names,  ages, and positions with the
Company of all of the executive officers and directors of the Company.  Also set
forth  below  is  information  as  to  the  principal  occupation  and  business
experience for each person in the table.

         NAME              AGE                     POSITION AND OFFICE

Robert J. Abrahams         71          Chairman of the Board and Director
Gary R. Smith              46          President, Chief Executive Officer, and
                                       Director
Ronald W. Anderson         50          Executive Vice President and Chief
                                       Operating Officer
Joseph E. Mohr             32          Executive Vice President and Chief 
                                       Financial Officer
Joseph A. Alvarez          42          Executive Vice President
Robert J. Downing          40          Senior Vice President and Chief Legal
                                       Officer
David E. Bumgardner        60          Director
Jeffrey D. Congdon         54          Director
Craig Macnab               41          Director
Gerald C. Parker           55          Director
Donald A. Wojnowski, Jr.   37          Director
Joseph Yossifon            50          Director


     Gary R.  Smith  has been the  President,  Chief  Executive  Officer,  and a
Director of the  Company  since 1997.  For the past six years,  since 1990,  Mr.
Smith has been the President,  Chief Executive Officer and through 1997 owner of
Florida Finance Group, Inc. ("FFG"),  an automobile  finance company.  Mr. Smith
has also served as the President, Chief Executive Officer and through 1997 owner
of Suncoast Auto Brokers,  Inc. ("SAB"), an automobile dealership since 1981 and
Suncoast Auto Brokers  Enterprises,  Inc., a used car  dealership  ("SABE").  On
January 28, 1997,  the Company  acquired FFG, SAB and SABE.  Mr. Smith served as
President of the Florida Independent  Automobile Dealers Association in 1993 and
currently serves as a member of the association's board of directors.  Mr. Smith
also serves as a member of the board of directors  of the  National  Independent
Automobile Dealers Association. Mr. Smith is a member of the Executive Committee
of the Board of Directors of the Company.

     Robert J.  Abrahams  has been  Chairman  of the Board and a Director of the
Company since 1997. For the past ten years,  Mr. Abrahams has been self employed
as an independent  consultant in the financial services  industry.  Mr. Abrahams
also serves on the Boards of Directors of two public companies,  HMI Industries,
Inc. and Ugly Duckling Corp., and six private  companies,  which are independent
consumer finance companies. Prior to that time, Mr. Abrahams spent 28 years with
Heller Financial  Corporation  ("Heller"),  an international  financial services
company, in charge of its consumer finance activities. Mr. Abrahams held various
titles at Heller,  including  Executive  Vice  President  from 1985 to 1988. Mr.
Abrahams  serves  as a  member  of  the  Executive  Committee  and  Compensation
Committee of the Board of Directors of the Company.

     Ronald W. Anderson joined the Company as Executive Vice President and Chief
Operating Officer in 1997. From June 1996 to March 1997 he was Vice President of
Marketing for North American  Mortgage  Insurance Group.  From 1989 through June
1996, he was Executive Vice  President for operations of the Riverside  Group, a
diversified  holding  company,  the  business  of which  included  real  estate,
insurance, and retail building supplies.

     Joseph E. Mohr joined the Company as its Senior  Vice  President  and Chief
Financial  Officer in 1997 and was promoted to Executive Vice President in 1998.
From 1994  through  1997,  Mr.  Mohr was a  management  consultant  with  Gemini
Consulting,  and from  1991  through  1994 he was a Senior  Business  Operations
Specialist with Heller Financial Corporation.  Mr. Mohr has practiced accounting
with Arthur Anderson & Co. and has a MBA degree from the University of Chicago.

     Joseph A.  Alvarez has served as  Executive  Vice  President of the Company
since  1997,  in  which  capacity,  he is in  charge  of  the  automobile  sales
activities of the Company. Prior to joining the Company, Mr. Alvarez was general
manager  of  the  following  factory  franchised  new  car  dealerships:   Lokey
Automobile Group (1996-1997);  Carlisle Motors (1994-1996); and Dimmitt Cadillac
(1988-1994).

     Robert J.  Downing  joined the Company as Senior Vice  President  and Chief
Legal  Officer  in  1998.  From  1990 to  present,  he has  been  the  principal
shareholder  in  Downing  &  Associates,  a law firm in Miami,  Florida  and New
Mexico. During that time, Mr. Downing also acted as of counsel to Cohen & Cohen,
P.A. a Santa Fe, New  Mexico law firm (1994  through  1997) and as of counsel to
Montgomery & Andrews, an Albuquerque, New Mexico law firm (1991 through 1992).

     David E.  Bumgardner has been a Director of the Company since 1997. For the
past fifteen years, Mr. Bumgardner has been the President and through 1997 owner
of Miracle  Mile  Motors,  a used car  dealership,  and Palm Beach  Finance  and
Mortgage Company, an automobile finance company, both of which were purchased by
the Company in 1997. Mr. Bumgardner is presently a private  investor.  He serves
as a member of the Audit Committee of the Board of Directors.

     Jeffrey  Congdon was  appointed  as a director of the Company in 1998.  Mr.
Congdon  became Vice Chairman of Budget Group,  Inc. and President of Budget Car
Sales, Inc. in 1997. From 1982 until 1996, Mr. Congdon owned and operated retail
new and used car sales operations in Indianapolis, Indiana. In 1994, Mr. Congdon
was named Chief Financial  Officer and Director of Team Rental Group (now Budget
Group).

     Craig Macnab was appointed as a director of the Company in 1997. Mr. Macnab
has been President of Tandem  Capital,  which provides  growth capital to small,
rapidly growing public companies with market  capitalization up to $100 million,
since 1997.  Mr.  Macnab also  serves on the Board of  Directors  of five public
companies,   Clinicor,   Inc.,   Teltronics,   Inc.,   Environmental   Tectonics
Corporation,   JDN  Realty  Corp.,  Digital  Transmission   Systems,   Inc.  and
Teltronics,  Inc.  From 1993  until 1996 he was a partner  in J.C.  Bradford,  a
securities firm. Mr. Macnab also serves on the Compensation  Committee and Audit
Committee  of the  Board.  Tandem  Capital  is an  affiliate  of Sirrom  Capital
Corporation which holds a $7.5 million convertible note of the Company and other
securities exercisable for the Company's Common Stock.

     Gerald C.  Parker has been a Director of the  Company  since 1997.  For the
past ten years,  Mr. Parker has been involved in the  structuring and funding of
start-up  companies.  At present,  Mr.  Parker serves as President of Investment
Management  of America,  Inc., a merger and  acquisition  firm.  Mr. Parker also
serves as a director of LRG Restaurant Group, Inc. a publicly traded company.

     Donald J.  Wojnowski,  Jr. has been a Director of the  Company  since 1996.
Since  1992  he has  been a  stockbroker  and  registered  principal  of  Empire
Financial Group, Inc., an NASD registered broker-dealer. Mr. Wojnowski serves as
a member of the Executive Committee of the Board of Directors of the Company.

     Joseph  Yossifon  has been a Director of the  Company  since 1996 and since
1985 has been a  private  investor.  From 1976 to 1985 he was the  president  of
A-1-A Discounts, an appliance retailer located in Orlando, Florida. Mr. Yossifon
serves as a member of the  Compensation  Committee  of the Board of Directors of
the Company.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive  officers,  and persons who own more than ten percent of
the Company's  Common Stock,  to file with the SEC and NASDAQ initial reports of
beneficial  ownership and reports of changes of  beneficial  ownership of Common
Stock of the  Company.  Such  persons are also  required by SEC  regulations  to
furnish the  Company  with  copies of all  Section  16(a)  forms they file.  The
Company believes, based solely on a review of the copies of such forms furnished
to the Company that during 1997 such individuals complied with all Section 16(a)
filing  requirements  applicable to them, (i) except that Ronald W. Anderson and
Joseph E. Mohr did not report on a timely  basis the granting to each of them of
options to purchase Common Stock in December 1997; and (ii) and Gerald C. Parker
did not report on a timely basis  dispositions of Common Stock in March,  April,
May and June of 1997.  To the  knowledge of the Company  appropriate  reports of
such  transactions  have been filed with the SEC or are being transmitted to the
SEC on the date hereof.

ITEM 11.  EXECUTIVE COMPENSATION.

     The table below sets forth information  concerning the annual and long-term
compensation  for services  rendered in all capacities to the Company during the
1997,  1996,  and 1995 fiscal years of those  persons who were,  at December 31,
1997: (i) the Chief  Executive  Officer of the Company;  (ii) the Company's four
most  highly  compensated  executive  officers  other  than the Chief  Executive
Officer who were serving as executive  officers at December 31, 1997;  and (iii)
those  former  executive  officers of the  Company who would have been  included
under (ii) but for the fact that they were not executive officers of the Company
at  December  31,  1997  (the  "Named  Executive  Officers").  None of the Named
Executive Officers were employed by the Company for the entire 1997 fiscal year.

                                                                       LONG TERM
                                                                    COMPENSATION
                                                                      SECURITIES
NAME AND                                   ANNUAL COMPENSATION       UNDERLYING
PRINCIPAL POSITION                       SALARY($)   BONUS ($)       OPTIONS (1)
------------------                       ---------------------      ------------

Robert J. Abrahams                        $110,819          --          222,500
Chairman of the Board

Gary R. Smith                             $165,977          --          302,500
President and Chief Executive Officer                      

Ronald W. Anderson                        $115,328          --           87,025
Executive Vice President and Chief                         
Operating Officer

Joseph E. Mohr                             $37,073          --           77,025
Executive Vice President and Chief
Financial Officer

Joseph A. Alvarez                         $113,010          --          105,000
Executive Vice President

Ralph H. Eckler (2)                1997 - $101,657          --          310,000 
Former President and Chief         1996 - $100,000
Executive Officer                  1995 - $105,776

Fred E. Whaley (3)                        $153,263          --          500,000
Former Executive Vice President and 
Chief Financial Officer

---------------------

(1)  The  amounts  shown in this  column  represent  outstanding  stock  options
     granted as compensation. See "Stock Option Plans."

(2)  Mr.  Eckler  was  also  paid  $100,000  in  1998  in  connection  with  the
     termination of his employment.

(3)  The Company has asserted in  litigation  with Mr.  Whaley that these grants
     have been rescinded.

OPTION GRANTS TO EXECUTIVE OFFICERS IN LAST FISCAL YEAR

     Various  stock  option  plans and  arrangements  are in effect that provide
options  to  purchase  Common  Stock  as  compensation  to  executive  officers,
directors, and employees of the Company. See "Stock Option Plans." The following
table sets forth information  regarding stock options granted during 1997 to the
Named Executive Officers:
<TABLE>
<CAPTION>
                                                                                   POTENTIAL REALIZABLE
                                                                                     VALUE AT ASSUMED
                                 PERCENT OF                                           ANNUAL RATES OF
                    NUMBER OF      TOTAL                                               STOCK PRICE
                    SECURITIES     OPTIONS      EXERCISE    MARKET                   APPRECIATION FOR
                    UNDERLYING   GRANTED TO     PRICE PER   PRICE AT                   OPTION TERM (1)
                    OPTIONS      EMPLOYEES IN     SHARE     DATE OF      EXPIRATION  ---------------------               
                    GRANTED (#)  FISCAL YEAR     ($/SH)     GRANT(2)      DATE           5%($)     10%($)
                    -----------  -----------    -------     --------   ------------  --------- ----------
<S>                      <C>            <C>       <C>       <C>            <C>            <C>       <C>

Robert J. Abrahams      210,000       10.8%       $1.00      $4.94     12/01/2002    $862,077  $1,142,828
                         12,500         .6%       $2.00      $4.94      3/05/2002      38,814      55,526

Gary R. Smith           100,000        5.2%       $4.50                 7/29/2002      60,513     194,204

Ronald W. Anderson       30,000        1.5%       $4.88                 3/24/2002       6,754      46,861
                         25,000        1.3%       $4.50                 7/29/2002      15,128      48,551
                         12,025         .6%       $2.00      $4.00     12/31/2002      37,339      53,416

Joseph E. Mohr           35,000        1.8%       $2.00      $6.25      9/19/2002     108,679     155,471
                         30,000        1.5%       $6.25                 9/19/2002          --          --
                         12,025         .6%       $2.00      $4.00     12/31/2002      37,339      53,416

Joseph A. Alvarez        80,000        4.1%       $2.00      $6.00      4/11/2002     248,410     355,363
                         25,000        1.3%       $4.50                 7/29/2002      15,128      48,551

Ralph H. Eckler         100,000        5.1%       $6.50                 9/30/2002          --          --

Fred E. Whaley (5)      200,000       10.3%       $2.00      $4.88      3/24/2002     621,025     888,408
                        200,000       10.3%       $4.88                 3/24/2002      45,025     312,408
                         50,000        2.6%        (3)                  3/24/2002         (4)        (4)
                         50,000        2.6%        (3)                  3/24/2002         (4)        (4)
                                                 
</TABLE>

-----------------------

(1) Gains are  reported  net of the option  exercise  price,  but  before  taxes
    associated with exercise.  These amounts  represent certain assumed rates of
    appreciation.  Actual gains, if any, on stock option exercises are dependent
    on the future  performance  of the Common  Stock and  overall  stock  market
    conditions.  The amounts  reflected  in this table will not  necessarily  be
    achieved.

(2) If greater than exercise price.

(3) At public offering price if a public offering is completed.

(4) Not capable of determination.

(5) The Company has asserted in  litigation  with Mr.  Whaley that these grants
    have been rescinded.

AGGREGATE OPTION EXERCISES AND DECEMBER 31, 1997 OPTION VALUES

     The  following  table  sets  forth  information  concerning  stock  options
exercised by the Named  Executive  Officers in 1997 and the value of unexercised
stock options at December 31, 1997 for the Named Executive Officers.
<TABLE>
<CAPTION>

                                                NUMBER OF SECURITIES        VALUE OF UNEXERCISED
                    SHARES                      UNDERLYING UNEXERCISED      IN-THE-MONEY OPTIONS
                    ACQUIRED ON   VALUE         OPTIONS AT DEC. 31,1997     AT DECEMBER 31, 1997
       NAME         EXERCISE (#)  REALIZED (#)  EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
       ----         ------------  ------------  -------------------------   -------------------------
<S>                      <C>            <C>                 <C>                      <C>    

Robert J. Abrahams        --             --                210,000 / O               420,000 / O
                                                            12,500 / O                25,000 / O

Gary R. Smith          200,000     $800,000                100,000 / O                     0 / O

Ronald W. Anderson      20,000     $ 80,000                 30,000 / O                     0 / O
                                                            25,000 / O                     0 / O
                                                            12,025 / O                24,050 / O

Joseph E. Mohr            --             --                 35,000 / O                70,000 / O
                                                            30,000 / O                     0 / O
                                                            12,025 / O                     0 / O

Joseph A. Alvarez         --             --                 80,000 / O               160,000 / O
                                                            25,000 / O                     0 / O

Ralph H. Eckler           --             --                       --

Fred E. Whaley (1)        --             --                200,000 / O               400,000 / O
                                                           200,000 / O                     0 / O
                                                            O / 50,000                     O / O
                                                            O / 50,000                     O / O
</TABLE>
------------------------

(1)  The Company has asserted in  litigation  with Mr.  Whaley that these grants
     have been rescinded.


STOCK OPTION PLANS

     OPTIONS GRANTED IN 1997. The Company, then known as Eckler Industries, Inc.
(for  the  time  period  prior  to the  Merger,  "Eckler")  and  engaged  in the
manufacture and sale of Corvette parts and  accessories,  was established in its
current form in January of 1997 by a merger (the  "Merger") of Eckler with Smart
Choice Holdings,  Inc. ("SCHI") and various  companies  involved in the sale and
financing  of new and used cars.  In 1997,  stock  options  were  granted by the
Company to executive officers,  directors and employees of the Company that have
generally had five year terms,  vested from immediately to over three years, and
were  exercisable  at the market price of the Common Stock on the date of grant.
In addition,  four trusts (the  "Trusts")  were  established  in January 1997 in
connection  with the Merger by Gerald C.  Parker and  Thomas E.  Conlan  with an
aggregate of 1,420,000  shares of Common Stock for the purpose of granting stock
options as compensation to executive officers and employees of the Company.  Mr.
Parker is a Director and principal  shareholder of the Company;  Mr. Conlan is a
principal  shareholder of and  consultant to the Company;  and both of them were
founders of SCHI. Gary R. Smith,  President and Chief  Executive  Officer of the
Company,  and Gerald C. Parker are the trustees of the Trusts and  determine the
recipients of and the terms of options granted by the Trusts. Options granted by
the Trusts have generally had five year terms,  vested from  immediately to over
three years,  and were exercisable at below the market price of the Common Stock
on the date of grant.  At December 31, 1997  options  granted by the Trusts were
outstanding to purchase a total of 1,100,000 shares of Common Stock.

     ECKLER  PLANS.  In  1995,  Eckler  established  a  Combined  Qualified  and
Non-Qualified   Employee  Stock  Option  Plan  (the   "Combined   Plan")  and  a
Non-Qualified  Stock Option Plan (the  "Non-Qualified  Plan")  (collectively the
"Eckler Plans").  Under the Combined Plan, "incentive options" under Section 422
of the  Internal  Revenue  Code may be granted.  The Board of  Directors  of the
Company has the power to grant options under the Eckler Plans. Since the Merger,
the Company has not granted any options under either Eckler Plan, and no current
executive officer of the Company holds options from either Eckler Plan.

     At December 31, 1997 options to purchase  140,000  shares and 35,000 shares
of Common Stock, respectively,  were outstanding under the Combined Plan and the
Non-Qualified Plan. A total of 475,000 shares and 35,000 shares of Common Stock,
respectively, may be granted under the Combined Plan and the Non-Qualified Plan.

RETIREMENT AND SAVINGS PLAN

     The Company has a Retirement  and Savings Plan (the "401(k)  Plan") for the
benefit of eligible employees.  Pursuant to the 401(k) Plan, employees may elect
to contribute a portion of their  salaries to the 401(k) Plan subject to certain
limits.  The 401(k) Plan  permits,  but does not  require,  additional  matching
contributions and profit sharing contributions to the 401(k) Plan by the Company
on behalf of all eligible participants of the Plan. The Company's  contributions
vest over seven years.  During 1997 the Company did not make any contribution to
the 401(k) Plan for its employees.

EMPLOYMENT AGREEMENTS; CONSULTING AGREEMENT

     In 1997,  the Company  entered  into  employment  agreements  with  Messrs.
Abrahams,  Smith, Alvarez, Anderson and Mohr providing for initial base salaries
of $120,000,  $250,000,  $150,000,  $150,000  and  $150,000,  respectively.  The
initial term of Mr. Smith's contract is five years and the others are for three.
Each of the employment  contracts is renewable,  unless notice of termination is
given prior to the renewal  period.  The salary for each executive is subject to
annual  review,  and each  executive is to be provided an  automobile  allowance
ranging  from $500 to $700,  monthly.  In  addition,  the  employment  contracts
provide for  continuation  of the  executive's  base salary and benefits for the
remainder of the contract  period if the employee is  terminated  without  cause
prior  to  the   expiration  of  the  contract.   The  contracts   also  contain
confidentiality and non-compete covenants.

     Under an agreement between the Company and Ralph Eckler dated September 30,
1997, Mr. Eckler's employment agreement was terminated, and he was retained as a
consultant for five years for $20,000 per year, all of which was paid in advance
in October 1997. Under the agreement,  Mr. Eckler was granted a five year option
to  purchase  100,000  shares of Common  Stock  exercisable  at $6.50 per share.
Further, the exercise price of a previously granted option for 50,000 shares was
changed to $6.50 per share from $10.00 per share.  The  agreement  also provides
Mr. Eckler with certain registration rights for the above-referenced  options in
addition to 200,000 shares he beneficially owns. The agreement also provides Mr.
Eckler with health  insurance,  the transfer of his Company vehicle to him and a
right of first refusal on the sale of the Company's Corvette parts business.

DIRECTOR COMPENSATION

     The Company  compensates  its  directors  who are not employees by granting
them options to purchase  shares of the  Company's  Common Stock.  In 1997,  the
non-employee  directors were each granted five-year options for 12,500 shares of
Common Stock  exercisable  at $5.50 per share.  The  non-employee  directors are
reimbursed their travel expenses to attend meetings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The  Company's  Board of  Directors  during  1997  determined  compensation
matters  during 1997. No executive  officer of the Company served as a member of
the compensation  committee or Board of Directors of another entity which had an
executive officer who served on the Company's Board of Directors or compensation
committee during the fiscal year ended December 31, 1997.

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

     The following  table sets forth  information  with respect to the number of
shares of Common Stock  beneficially  owned by (i) each director of the Company,
(ii) the Named Executive Officers, (iii) all directors and executive officers of
the Company as a group, and (iv) each  shareholder  known by the Company to be a
beneficial owner of more than 5% of the Company's voting  securities as of April
27, 1998. The Company believes that except as otherwise noted, each person named
has sole  investment and voting power with respect to the shares of Common Stock
indicated as beneficially owned by such person.

<PAGE>

                                           SHARES
                                      BENEFICIALLY   
     NAME OF BENEFICIAL OWNER          OWNED(1)(2)      PERCENTAGE OF CLASS(2)
--------------------------------      ------------      ----------------------

EXECUTIVE OFFICERS AND DIRECTORS
--------------------------------

Robert J. Abrahams (3)                     242,500               1.9%

Gary R. Smith (4)                        1,769,647              12.6%

Ronald W. Anderson (5)                      87,025                 *

Joseph E. Mohr (6)                          77,025                 *

Joseph A. Alvarez (7)                      105,000                 *

Robert J. Downing (8)                       70,000                 *

David E. Bumgardner (9)                    314,214               2.5%

Jeffrey Congdon (10)                        12,500                 *  

Craig Macnab (11)                           42,000                 *

Gerald C. Parker (12)                    2,256,566              15.9%

Donald A. Wojnowski, Jr. (13)               72,500                 *

Joseph Yossifon (14)                        65,000                 *

All executive officers and directors     6,673,533              52.37%
as a group (12 persons)

FORMER EXECUTIVE OFFICERS
-------------------------

Ralph H. Eckler (15)                     1,693,000               12.8%

Fred E. Whaley (16)                        415,000                3.2%

CERTAIN SHAREHOLDERS (17)
-------------------------

Thomas E. Conlan (18)                    1,457,389               11.2%

Sirrom Capital Corporation (19)          1,787,012               12.3%
---------------------------
*Less than 1%.

(1)  For purposes of caLculating  beneficial ownership  percentages, 12,743,581 
     shares of Common Stock were deemed outstanding.

(2)  A person is deemed to be the  beneficial  owner of  securities  that can be
     acquired  within 60 days from the date set forth above through the exercise
     of any  option,  warrant,  or  right.  Shares of Common  Stock  subject  to
     options, warrants, or rights which are currently exercisable or exercisable
     within 60 days are deemed  outstanding  for computing the percentage of the
     person  holding  such  options,  warrants,  or  rights  but are not  deemed
     outstanding for computing the percentage of any other person.

(3)  The shares  shown  represent  (i) 20,000  shares owned  directly;  and (ii)
     222,500 shares underlying  presently  exercisable  rights to acquire Common
     Stock.

(4)  The  shares  shown  represent  (i)  488,814  shares  owned  directly;  (ii)
     1,180,833  shares held by the Conlan Smart Choice Finance Trust, the Conlan
     Smart Choice  Management  Trust, the Parker Smart Choice Finance Trust, and
     the Parker Smart Choice Management Trust (the "Trusts"), of which Mr. Smith
     and  Gerald C.  Parker are  co-trustees  and as to the assets of which they
     share voting and  investment  power;  and (iii) 100,000  shares  underlying
     presently exercisable rights to acquire Common Stock.

(5)  The shares  shown  represent  (i) 20,000  shares owned  directly;  and (ii)
     67,025 shares  underlying  presently  exercisable  rights to acquire Common
     Stock.

(6)  The shares shown underlie  presently  exercisable  rights to acquire Common
     Stock.

(7)  The shares shown underlie  presently  exercisable  rights to acquire Common
     Stock.

(8)  Represents  shares that underlie  presently  exercisable  rights to acquire
     Common Stock.

(9)  The shares shown  represent  (i) 289,214  shares owned  directly;  and (ii)
     25,000 shares  underlying  presently  exercisable  rights to acquire Common
     Stock.

(10) The shares shown underlie  presently  exercisable  rights to acquire Common
     Stock.

(11) The shares  shown  represent  (i) 17,000  shares owned  directly;  and (ii)
     25,000 shares  underlying  presently  exercisable  rights to acquire Common
     Stock. Mr. Macnab is an affiliate of Sirrom Capital Corporation, which is a
     creditor and principal shareholder of the Company.

(12) The shares shown represent (i) 770,733 shares owned directly;  (ii) 100,000
     shares  underlying  presently  exercisable  rights to acquire Common Stock;
     (iii) 1,180,833  shares held by the Trusts,  of which Gary R. Smith and Mr.
     Parker are  co-trustees and as to the assets of which they share voting and
     investment power;  (iv) 200,000 shares  underlying a presently  exercisable
     option which Mr.  Parker  holds  jointly with Thomas E. Conlan and Ralph H.
     Eckler;  and (v)  5,000  shares  held in a trust of which  Mr.  Parker is a
     co-trustee with Thomas E. Conlan.

(13) The shares  shown  represent  (i) 27,500  shares owned  directly;  and (ii)
     45,000 shares  underlying  presently  exercisable  rights to acquire Common
     Stock.

(14) The shares  shown  represent  (i) 20,000  shares owned  directly;  and (ii)
     45,000 shares  underlying  presently  exercisable  rights to acquire Common
     Stock.

(15) The shares  shown  represent  (i)  1,183,000  shares owned  directly,  (ii)
     310,000 shares underlying  presently  exercisable  rights to acquire Common
     Stock; and (iii) 200,000 shares underlying a presently  exercisable  option
     which Mr. Eckler holds jointly with Thomas E. Conlan and Gerald C. Parker.

(16) The shares  shown  represent  (i) 15,000  shares owned  directly;  and (ii)
     400,000 shares underlying  presently  exercisable options to acquire Common
     Stock.  The Company has asserted in  litigation  with Mr. Whaley that these
     option grants have been rescinded.

(17) Each of these  shareholders,  together with Gary R. Smith, Ralph H. Eckler,
     and Gerald C. Parker  beneficially own 5% or more of the outstanding Common
     Stock.

(18) The shares  shown  represent  (i)  1,177,389  shares owned  directly;  (ii)
     200,000 shares underlying a presently  exercisable  option which Mr. Conlan
     holds  jointly  with Gerald C.  Parker and Ralph H.  Eckler;  (iii)  75,000
     shares underlying presently exercisable rights to acquire Common Stock; and
     (iv) 5,000 shares held in a trust of which Mr. Conlan is a co-trustee  with
     Gerald  C.  Parker.  Thomas  E.  Conlan's  address  is 303 E.  7th  Avenue,
     Windemere, Florida 34786.

(19) These shares shown represent shares underlying presently exercisable rights
     to acquire Common Stock.  The address of Sirrom Capital  Corporation is 500
     Church Street, Suite 200, Nashville, Tennessee 37219.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     With  respect  to the  information  in  this  Item,  Gary R.  Smith  is the
President, Chief Executive Officer and director of the Company. Gerald C. Parker
is a director of the  Company.  In 1997,  Ralph H. Eckler was  President,  Chief
Executive Officer,  and a director of the Company.  Thomas E. Conlan and Messrs.
Smith,  Parker  and Eckler  are each a  beneficial  owner of more than 5% of the
Company's outstanding Common Stock.

     On January 28, 1997,  the Company  acquired all the issued and  outstanding
common  stock of SCHI  through a merger of SCHI into an  acquisition  subsidiary
(the  "Merger"),  in which 6.5 million shares of the Common Stock were issued to
shareholders of SCHI, on a one share for one share exchange ratio.  SCHI was, at
the time of the Merger, a holding company that had as its primary assets, a used
car dealership with two locations, an automobile finance company, two dealership
consulting  businesses,  and the  rights  to  acquire  other  new and  used  car
dealerships and their related  finance  companies.  Thomas E. Conlan,  Gerald C.
Parker,  Ralph H. Eckler and Gary R. Smith were  stockholders,  officers  and/or
directors of SCHI prior to the Merger. In the Merger,  each of them received the
following:

          Thomas E. Conlan was a founder,  officer and director of SCHI.  In the
     Merger,  Mr. Conlan  received  1,177,389  shares of Company Common Stock in
     exchange  for his shares of SCHI  stock.  In  addition,  Mr.  Conlan is the
     beneficiary of two trusts, the Conlan Smart Choice Management Trust and the
     Conlan Smart Choice  Finance  Trust (the "Conlan  Trusts").  In the Merger,
     these trusts  received an additional  445,000 and 265,000 shares of Company
     Common  Stock,  respectively,  in exchange for the SCHI stock held thereby.
     Messrs.  Smith and Parker are the trustees of the Conlan  Trusts;  however,
     Mr.  Conlan has the sole right to receive  any  proceeds of the sale of the
     Company Common Stock held by the Conlan  Trusts.  The Conlan Trusts may, at
     the  option  of the  trustees  and  based  upon  the  first to occur of the
     satisfaction  of the  purposes of the trusts or February  15,  2007,  cause
     shares of Company  Common  Stock held by the trusts to be  purchased by the
     Company.  In the case of the Finance Trust, the purchase price per share is
     generally  $2.00. In the case of the Management  Trust,  the purchase price
     will be an average of the market price for the Common Stock for the 20 days
     immediately  preceding  the date of the  trustees'  notice  regarding  such
     purchase by the Company.

          Gerald C.  Parker was a founder and  director of SCHI.  In the Merger,
     Mr. Parker  received  1,177,390  shares of Company Common Stock in exchange
     for his shares of SCHI stock. In addition, Mr. Parker is the beneficiary of
     two trusts,  the Parker Smart Choice  Management Trust and the Parker Smart
     Choice  Finance Trust (the "Parker  Trusts").  In the Merger,  these trusts
     received 445,000 and 265,000 shares of Company Common Stock,  respectively,
     in exchange for the SCHI stock held thereby.  Messrs.  Smith and Parker are
     the trustees of the Parker Trusts;  however,  Mr. Parker has the sole right
     to receive any proceeds of the sale of the Company Common Stock held by the
     Parker  Trusts.  The Parker  Trusts may, at the option of the  trustees and
     based upon whether the first to occur of the  satisfaction  of the purposes
     of the trusts or February  15, 2007,  cause shares of Company  Common Stock
     held by such  trusts to be  purchased  by the  Company.  In the case of the
     Finance Trust, the purchase price per share is generally $2.00. In the case
     of the  Management  Trust,  the  purchase  price  will be an average of the
     market price for the Common Stock for the 20 days immediately preceding the
     date of the trustees' notice regarding such purchase by the Company.

          Ralph H. Eckler was a director and the President  and Chief  Executive
     Officer of the Company  prior to the Merger.  At the time of the Merger Mr.
     Eckler  owned  160,000  shares  of SCHI  stock,  in  exchange  for which he
     received 160,000 shares of Company Common Stock. Additionally,  and as part
     of the terms and conditions of the Merger  agreement,  Mr. Eckler agreed to
     surrender  his rights under his then current  employment  agreement and the
     right to receive up to 670,000 options to purchase  Company Common Stock in
     exchange for a new employment agreement, options to purchase 150,000 shares
     of Company  Common  Stock and certain  registration  rights with respect to
     200,000  shares of Company  Common Stock.  The options are  exercisable  at
     $8.75 per share for 100,000 shares and $6.50 per share for 50,000 shares.

          Gary R.  Smith  was the  former  president,  a  director  and the sole
     shareholder of Florida Finance Group, Inc. ("FFG"),  Suncoast Auto Brokers,
     Inc.  ("SAB")  and  Suncoast  Auto  Brokers   Enterprises,   Inc.  ("SABE")
     (collectively the "Smith Companies").  Mr. Smith sold substantially all the
     assets of SAB and SABE and all the issued and  outstanding  stock of FFG to
     SCHI prior to the Merger in exchange for a promissory note in the principal
     amount of  $1,031,008.36  and 285,714  shares of SCHI common stock.  At the
     time of the Merger,  Mr. Smith's shares of SCHI common stock were exchanged
     for an equal number of shares of Company  Common Stock.  As a result of the
     Merger,  Mr. Smith also became the President and Chief Executive Officer of
     the Company and a member of the Company's Board of Directors.  SCHI,  after
     the Merger a  wholly-owned  subsidiary of the Company,  continues to be the
     obligor  on such note.  Mr.  Smith may  convert  the  promissory  note into
     Company  Common  Stock at the rate of one share for each $8.75 of principal
     plus accrued interest outstanding.

     Gary R. Smith leases the Company real property in Pinellas Park, Florida on
which the Company operates a used car dealership. The lease term expires in 1999
and has three one-year  renewals.  The monthly rental for the property is $3,500
plus taxes.

     David Bumgardner, a director of the Company, owned all the stock of Two Two
Five North  Military Corp.  ("225") and Palm Beach Finance and Mortgage  Company
("PBF") (the "Bumgardner  Companies").  The Bumgardner Companies consisted of an
automobile  dealership and a related finance company.  Prior to the Merger,  Mr.
Bumgardner had agreed to sell the Bumgardner  Companies to SCHI. On February 14,
1997  the  Company  acquired  substantially  all the  assets  of the  Bumgardner
Companies in exchange for (i) a 9% convertible debenture in the principal amount
of $467,601 (ii) a 9% convertible  debenture in the principal amount of $800,000
secured by inventory;  and (iii)  285,714  shares of Company  Common Stock.  Mr.
Bumgardner's  debentures are convertible  into Company Common Stock at $8.75 per
share,  on the closing of a public  offering of Common Stock by the Company.  In
connection with the acquisition of the Bumgardner Companies,  Mr. Bumgardner was
appointed to the Board of Directors of the Company. In addition,  Mr. Bumgardner
leases  the  Company  real  property  in West Palm  Beach,  Florida on which the
Company  operates a used car dealership.  The lease term expires in 2002 and has
two  five-year  renewals.  The monthly  rental for the  property is $12,000 plus
taxes.

     Sirrom Capital Corporation  ("Sirrom") is the beneficial owner of in excess
of 5% of the  Company's  outstanding  Common Stock.  In 1997,  Sirrom loaned the
Company $7.5 million  pursuant to two convertible  promissory notes (the "Sirrom
Notes")  that bear  interest  at 12% per annum.  One of the  Sirrom  Notes has a
principal amount of $3.5 million,  matures on March 12, 1999, and is convertible
into Common Stock at $3.67 per share,  subject to  adjustment.  The other Sirrom
Note has a principal  amount of $4.0  million,  matures on May 12, 2002,  and is
convertible  into Common  Stock at $7.50 per share,  subject to  adjustment.  In
connection with these  financings,  Sirrom was also granted options (the "Sirrom
Options") to purchase  Common Stock from the Conlan Smart Choice  Finance  Trust
and the  Parker  Smart  Choice  Finance  Trust at $3.00 per  share and  received
registration  rights  for shares of Common  Stock  issued on  conversion  of the
Sirrom Notes and exercise of the Sirrom Options.  Craig Macnab, a Vice President
of Sirrom  became a member of the Board of Directors of the Company on March 21,
1997.

     On September 30, 1997, the Company entered into a Settlement  Agreement and
Release (the "Release  Agreement") with Ralph H. Eckler.  The Release  Agreement
terminated,  by mutual  consent,  Mr.  Eckler's  employment  agreement  and also
effected Mr. Eckler's  resignation  from the Company's  Board of Directors.  The
Release Agreement retains Mr. Eckler as a consultant to the Company for a period
of five years for an aggregate payment of $100,000 which was paid in advance. In
addition,  Mr.  Eckler has been granted a right of first refusal with respect to
the purchase of Eckler  Industries,  Inc.  (the wholly owned  subsidiary  of the
Company  consisting of the Company's  Corvette  parts  manufacturing  and retail
business)  for a period of five  years.  The  Company  also (i)  conveyed to Mr.
Eckler an automobile  (having a book value of $14,069) that was currently  being
supplied  for his use,  (ii) granted him options to purchase  100,000  shares of
Company Common Stock at the price of $6.50 per share, (iii) reset the conversion
price of options to purchase  50,000 shares of Company  Common Stock held by Mr.
Eckler  from $10 per share to $6.50 per share,  and (iv)  granted to Mr.  Eckler
certain registration rights.

     Pursuant to Ralph H. Eckler's former employment agreement,  the Company was
obligated  to  pay  Mr.  Eckler  an  annual  fee  equal  to two  percent  of the
outstanding balance of all Company loans guaranteed by Mr. Eckler.  During 1997,
Mr.  Eckler was paid  $38,459 in such fees.  On November  4, 1997,  the loan was
refinanced, and Mr. Eckler was released as a guarantor on November 4, 1997.

     During 1997,  the Company paid $103,750 to Greyhouse  Services  Corporation
("Greyhouse")  pursuant to a consulting  agreement which was terminated in 1997.
Gerald C. Parker and Thomas E. Conlan own 100% of Greyhouse.  In March 1997, the
Company issued to each of Messrs. Conlan and Parker an option to purchase 75,000
shares of Common Stock  exercisable  at the then market price of $4.81 per share
in satisfaction of outstanding  consulting fees owed Greyhouse of  approximately
$105,000.
<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this  Amendment  No. 2 to Annual  Report on Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized on May 1, 1998.

                             SMART CHOICE AUTOMOTIVE GROUP, INC.


                             By: 
                             -----------------------
                                  Joseph E. Mohr
                                  Chief Financial Officer