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

                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A-3

              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(G) OF THE EXCHANGE ACT:

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


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



<PAGE>

     Smart Choice Automotive Group,  Inc., the Registrant,  hereby amends Item 5
of its  Annual  Report on Form 10-K for 1997 as set forth in the pages  attached
hereto.

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

MARKET PRICE OF COMMON EQUITY

     The Company's Common Stock, $.01 par value per share ("Common Stock"),  and
Redeemable Common Stock Purchase Warrants ("Public  Warrants") are listed on the
Nasdaq SmallCap Market and the Boston Stock Exchange.  There were  approximately
1,418 beneficial  holders of the Common Stock and 258 beneficial  holders of the
Public  Warrants.  The following  table sets forth the high and low closing sale
prices of Common  Stock and the  Public  Warrants,  as  reported  by the  Nasdaq
SmallCap Market, for the periods indicated.

1996                      HIGH           LOW
----

COMMON STOCK
     First Quarter        5-1/8          3
     Second Quarter       4-13/16        3-3/8
     Third Quarter        4-1/2          2-7/8
     Fourth Quarter       6-1/4          3

PUBLIC WARRANTS
     First Quarter        15/16          3/8
     Second Quarter       13/16          9/16
     Third Quarter        15/16          1/2
     Fourth Quarter       1-3/16         7/16

1997
----

COMMON STOCK
     First Quarter        6-1/8          4-5/8
     Second Quarter       6-3/4          4
     Third Quarter        7              4-3/16
     Fourth Quarter       6-1/4          3-1/2

PUBLIC WARRANTS
     First Quarter        1-5/16         3/4
     Second Quarter       1-7/8          3/4
     Third Quarter        1-1/2          3/4
     Fourth Quarter       1-5/32         1/2

1998 
----

COMMON STOCK
     First Quarter        4-9/16         1-15/16

PUBLIC WARRANTS
     First Quarter         23/32         5/16     

     Continued  inclusion of the Common Stock and Public  Warrants on the Nasdaq
SmallCap Market requires the Company to maintain certain criteria such as market
value,  public float,  capital and surplus. As of February 23, 1998, the Company
was not in compliance with certain listing  criteria which became  applicable to
SmallCap Market listed  companies on that date.  Nasdaq has notified the Company
that the Common  Stock and Public  Warrants  would be  scheduled  for  delisting
unless the  Company  requested  a hearing for an  exception  from these  listing
criteria. The Company has requested a hearing which has stayed the delisting.

     The Company has not paid  dividends  on its Common  Stock since its initial
public offering of Common Stock in 1995. The Company has no present plans to pay
cash dividends in the foreseeable  future and intends to retain earnings for the
future operation and expansion of the business.  Any determination to declare or
pay dividends in the future will be at the discretion of the Company's  Board of
Directors  and will depend on the  Company's  results of  operations,  financial
condition,  any contractual  restrictions,  considerations imposed by applicable
law and other factors deemed  relevant by the Board of Directors.  The Company's
current obligations to Finova Capital Corporation, Huntington National Bank, and
Sirrom  Capital  Corporation  restrict the  Company's  ability to declare or pay
dividends.


RECENT SALES OF UNREGISTERED SECURITIES

     Described  below are all sales of  securities  by the  Company  during  the
fourth  quarter of 1997 that were not  registered  under the  Securities  Act of
1933,  as amended (the "1933  Act").  On the  issuance of these  securities  the
Company relied on the exemption from  registration  under the 1933 Act set forth
in Section 4(2) thereof,  based on established  criteria for effecting a private
offering,  including  the number of  offerees  for each  transaction,  access to
information  regarding the Company,  disclosure of  information  by the Company,
restrictions on resale of the securities offered,  investment representations by
the purchasers, and the qualification of offerees as "accredited investors."

     On September  30, 1997,  the Company  completed an offering of 300 units of
Series A  redeemable  convertible  preferred  stock and  warrants at $10,000 per
unit.  Proceeds from the offering,  net of offering  costs,  were  approximately
$2,965,000.  Each unit consists of one share of Series A redeemable  convertible
preferred  stock and one warrant to acquire 300 shares of common  stock for each
preferred  share  purchased  at a price equal to $8.10 per share.  The  warrants
expire five years after the date of issuance. The preferred stock is convertible
into shares of common  stock at a conversion  price which,  at the option of the
buyer,  is either fixed at a rate of 135% of the market price of common stock on
the date of issuance of the  preferred  stock,  or floating at a rate of 100% of
the market  price of the  common  stock if  converted  during the period 90 days
after  the  issuance  of the  preferred  stock  and 90% of the  market  price if
converted at any time after that 90-day period.  Accordingly,  since none of the
preferred stock was converted 90 days after issuance, a preferred stock dividend
of $333,333  ($.04 per share) has been recorded for the year ended  December 31,
1997 for the difference between the discounted conversion price of the preferred
stock and the fair market  value of the  Company's  common  stock at the time of
issuance.  The preferred stock is redeemable at the option of the buyer upon the
occurrence of certain  events at a price per share that is also  dependent  upon
the occurrence of certain events.

     On December 10, 1997,  the Company  issued an  additional  100 units of the
Series A redeemable  convertible preferred stock and associated warrants for net
proceeds of  $1,000,000.  Each unit consists of one share of Series A redeemable
convertible  preferred  stock and one  warrant to  acquire  300 shares of common
stock for each  preferred  share  purchased at a price equal to $5.23 per share.
The warrants  expire five years after the date of issuance.  The preferred stock
has features identical to that of the Series A redeemable  convertible preferred
stock issued on September 30, 1997.

     Subsequent  to  December  31,  1997,  the  holders of the  preferred  stock
converted 245 shares of preferred stock into 1,265,827 shares of common stock.

     On December  16, 1997,  the Company  issued 7,008 shares of Common Stock to
Robert Eckler on the exercise of a stock option held by him for $2.50 per share.

     The Company  entered into an agreement dated December 24, 1997 (the "Letter
Agreement")  with Sands Brothers & Co., Ltd.  ("Sands") under which Sands agreed
to provide the Company with  certain  financial  and  advisory  services and the
Company  agreed to issue to Sands warrants (the  "Warrants") to purchase  90,000
shares of Common Stock for an exercise price of $4.00 per share, 40,000 of which
were to vest on  December  24,  1997 and 50,000 of which were to vest on January
23, 1998. The Letter Agreement  provides that the Warrants are exercisable until
December 24, 2002.

     On December  29,  1997,  the Company  issued 600 shares of Common  Stock to
Richard  Bogani on exercise of a warrant to purchase  Common Stock for $3.00 per
share held by him.

     On  December  30, 1997 the Company  issued the  following  shares of Common
Stock to the following  persons in  cancellation  of debt owed by the Company to
such persons as indicated:

                                                         Debt
          Name                   No. of Shares        Cancelled
          ----                   -------------       ------------
Lawrence O'Blander                  99,096             $396,385

Albert Klopf                        21,200               84,800

Ellen Deane                          5,968               23,870

R.C. Hill, II                      316,250            1,265,000


     On December  31, 1997,  the Company  issued 5,500 shares of Common Stock to
Greenberg Traurig, a law firm, in payment of $22,000 of legal services.

     On the following dates,  the Company issued,  as compensation to employees,
options to purchase Common Stock for the exercise prices indicated:

                                            No. of          Exercise
     Employee             Date              Shares           Price
     --------           --------          --------          --------
John Zurenda            10/29/97            9,000             $5.63

Erin Burke              10/29/97           12,000             $5.63

Michael Passaro         10/27/97           45,000             $5.88

Jeannette Frazier       11/14/97           10,000             $5.63

Ted Wilhite             11/14/97           10,000             $5.63

All Employees of
the Company at
year end                12/31/97          41,700*             $4.00

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

*  100 shares to each employee for 41,700 shares in the aggregate.

     On the following  dates,  the Company  issued  warrants to purchase  Common
Stock for $3.00 per share to the  following  holders of  debentures  issued by a
subsidiary  of the  Company  on  maturity  of  such  debentures,  pursuant  to a
contractual requirement under such debentures:

                                              No. of Shares
         Person                Date         Covered by Warrants          
         ------                ----         -------------------
Robert Raw, II               11/19/97             800

Leon J. Cort Trust           11/19/97             800

John S. Petit                11/19/97             800

Robert Lanteri               11/19/97           1,200

Charles S. Joy               11/19/97           1,200

John Thatch                  11/19/97           1,200

Edgar J. Rosenberry          11/19/97          16,800

Lee R. Bohner Trust          11/19/97           1,200

John Ward                    12/31/97           2,400

Carl A. Alfrey               11/19/97           1,200

Robert O. Baratta            11/19/97           1,320

Charles V. Ditoro            11/19/97           1,200

Michael F. Ciferri           11/19/97             600

Douglas Sampson              11/19/97           1,200

Nicholas Diterlizzi          11/19/97           1,200



<PAGE>



                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this  Amendment  No. 3 to Annual  Report on Form 10-K to be signed on its
behalf by the undersigned, thereunto duly authorized on August __, 1998.

                             SMART CHOICE AUTOMOTIVE GROUP, INC.


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