================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

(X)      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 or  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                                       OR

( )      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE  ACT OF 1934  

         For the transition period from _________ to ____________
 
                         Commission File Number 0-23222


                               FINISHMASTER, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Indiana                                          38-2252096
(State or other Jurisdiction of                            (I.R.S. Employer 
Incorporation or Organization)                         Identification Number)

54 Monument Circle, Suite 700, Indianapolis, IN                46204
 (Address of principal executive offices)                    (Zip Code)

        Registrant's Telephone Number, including area code:    (317) 237-3678
                                                               --------------

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

  Title of each class            Name of each exchange on which registered
          NONE                                     NONE

           Securities registered pursuant to Section 12(g) of the Act
                                  Common stock
                                (Title of Class)

Indicate  by check  mark  whether  the  registrant  (1) has  filed  all  annual,
quarterly and other  reports  required to be filed by Section 13 or 15(d) of the
Securities  Exchange Act of 1934 during the preceding  twelve months and (2) has
been subject to the filing requirements for at least the past 90 days.

                                                  Yes   X        No
                                                      -----        -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (ss.  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. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant as of February 28, 1998 $49,384,000.

At February 28, 1998,  there were  outstanding  5,993,640 shares of Registrant's
common stock.

                       Documents Incorporated By Reference

Portions of the annual proxy  statement for the year ended December 31, 1997 are
incorporated by reference into Part III.


================================================================================
<PAGE>

                                     PART IV

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

(a)List the following documents filed as part of this report:

Financial Statements -- Included elsewhere in this report.

Report of Independent Auditors

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Consolidated Statements of Shareholders' Equity

Notes to Consolidated Financial Statements

Financial Statement Schedules


(b)   Reports on Form 8-K:

         - A Form 8-K was  filed on  October  15,  1997 to  accompany  the press
         release  issued in  connection  with the execution of the Agreement and
         Plan  of  Merger,   dated  as  of  October  14,  1997,   by  and  among
         FinishMaster, Inc., FMST Acquisition Corporation and Thompson PBE, Inc.
         ("Thompson"),   pursuant  to  which  the  Company   would  acquire  the
         outstanding shares of Thompson for a price of $8.00 per share.

         - A Form 8-K was filed on  December  on  December 3, 1997 to report the
         completion  of the  acquisition  by the  Company of  Thompson,  and was
         amended  by a Form  8-K/A  filed on  February  2,  1998 to  incorporate
         certain pro forma  consolidated  financial  statements  of the Company,
         after giving effect to the acquisition of Thompson.

(c)      The Exhibits filed herewith or incorporated herein by reference are set
         forth in the Exhibit Index on page E-1.



<PAGE>

                                   SIGNATURES

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

                                        FINISHMASTER, INC.


April 13, 1998                          By: /s/  Roger A. Sorokin
                                            ------------------------------------
                                            Roger A. Sorokin
                                            Vice President-Finance and 
                                            Chief Financial Officer


<PAGE>
                        FINISHMASTER, INC. AND SUBSIDIARY
                           ANNUAL REPORT ON FORM 10-K

EXHIBITS


                                  EXHIBIT LIST

    Exhibit No.   Description of Document                              

         2.1*     Agreement  and  Plan  of  Merger,  dated  as of
                  October 14,  1997,  by and among  FinishMaster,
                  Inc., FMST Acquisition Corporation and Thompson
                  PBE, Inc. (incorporated by reference to Exhibit
                  (c)(2) of Schedule  14D-1  previously  filed by
                  FMST  Acquisition  Corporation  on October  21,
                  1997).

         2.2*     Agreement  and Plan of Merger,  dated  February
                  16, 1998, by and among FinishMaster,  Inc., LDI
                  AutoPaints, Inc. and Lacy Distribution, Inc.
                  (previously filed with Form 10-K dated March 31,
                  1998).

         3.1*     Articles  of   Incorporation  of  FinishMaster,
                  Inc., an Indiana corporation  (previously filed
                  with Form 10-K dated March 31, 1997)

         3.2      Amended and Restated Code of Bylaws of 
                  FinishMaster, Inc., an Indiana corporation.

         10.1*    FinishMaster,  Inc.  Stock Option Plan (Amended
                  and Restated as of April 30, 1997)  (previously
                  filed with Form 10-K dated March 31, 1998).

         10.2*    Agreement  dated as of March  1,  1998  between
                  FinishMaster,  Inc.  and LDI  AutoPaints,  Inc.
                  respecting      certain      management     and
                  administrative functions (previously filed with
                  Form 10-K dated March 31, 1998).

         21*      Subsidiaries of the Registrant (previously filed 
                  with Form 10-K dated March 31, 1998).

         23*      Consent  of  Independent  Auditors  (previously
                  filed with Form 10-K dated March 31, 1998).

         27.1*    Financial Data Schedule  (previously filed with
                  Form 10-K dated March 31, 1998).

         99(a)*   Credit  Agreement,  dated  as of  November  19,
                  1997,    among    FinishMaster,    Inc.,    the
                  Institutions  from Time to Time Parties Thereto
                  as  Lenders  and  NBD  Bank,   N.A.,  as  Agent
                  (previously  filed with Form 8-K dated December
                  3, 1997)

         99(b)*   Subordinated   Note  Agreement,   dated  as  of
                  November 19, 1997, by and between FinishMaster,
                  Inc. and LDI, Ltd.  (previously filed with Form
                  8-K dated December 3, 1997)

         99(c)*   First  Amendment  to  Credit   Agreement  dated
                  December 10, 1997  (previously  filed with Form
                  10-K dated March 31, 1998).

         99(d)*   Second  Amendment  to  Credit  Agreement  dated
                  March 27, 1998 (previously filed with Form 10-K
                  dated March 31, 1998).

         99(e)*   Credit  Agreement  dated March 27, 1998 between
                  FinishMaster,  Inc.  and  LDI,  Ltd.(previously
                  filed with Form 10-K dated March 31, 1998).
------------------
*   Previously filed

                                      E-1