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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                          Form 10-K/A (Amendment No. 2)

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended September 30, 1997

                         Commission file number 1-13241

                            ENVIROTEST SYSTEMS CORP.
             (Exact Name of Registrant as Specified in its Charter)

        Delaware                                     06-0914220
(State or other jurisdiction                       (IRS Employer
of incorporation or organization)               Identification Number)

               COMMISSION FILE NUMBERS 33-57384-01 and 33-75406-01

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

          Delaware                                     36-2680300
(State or Other Jurisdiction                          (IRS Employer
of Incorporation or Organization)                 Identification Number)


        246 Sobrante Way                                94086-4807
     Sunnyvale, California                              (Zip Code)
(Address of Registrants' Principal
        Executive Offices)

       Registrants' Telephone Number, Including Area Code: (408) 774-6300
                         -------------------------------


          Securities Registered Pursuant to Section 12(b) of the Act:
  Class A Common Stock, $0.01 par value per share, of Envirotest Systems Corp.
                        -------------------------------
          Securities Registered Pursuant to Section 12(g) of the Act:
                                      None
                        -------------------------------

     Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes X No ___

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

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                                TABLE OF CONTENTS

Item                       Description                                  Page

                                    PART III

12.      Security Ownership of Certain Beneficial
            Owners and Management                                        4




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Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information, as of November 15,
1997, regarding beneficial ownership of all classes of the Company's voting
common stock by each person (including any "group" as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934) who is known by the
Company to own more than 5% of any class of the Company's voting common stock,
each director, each "named" executive officer (as that term is used in Item 402
of Regulation S-K) and all directors and executive officers as a group.





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<TABLE>
<CAPTION>


                                           Class A Common Stock               Class B Common Stock
                                      -----------------------------       ------------------------------
                                                       Percentage                            Percentage
                                         Number         of Class            Number            of Class
                                      Beneficially     Beneficially       Beneficially      Beneficially
                                         Owned           Owned              Owned              Owned
                                      ------------     -------------      ------------      ------------
<S>                                     <C>               <C>              <C>                   <C> 

Chester C. Davenport(a) .............   3,454,253         30.7%            2,040,775             100%
Envirotest Systems Corp.
6903 Rockledge Drive, Suite 214
Bethesda, Maryland 20817

TSG Ventures, L.P. ..................   2,246,818         25.4%                --                  --
1055 Washington Blvd 
Stamford, Connecticut 06901

Chemical Equity Associates (A
California Limited Partnership)(b) ..   2,026,111         18.7%                --                  --
380 Madison Avenue, 12th Floor
New York, New York 10017

Polestar Capital Inc. ...............     768,768          8.7%                --                  --
1800 North Michigan Avenue, Suite 1905
Chicago, Illinois 60601

Appaloosa Management, L.P.(c) .......   1,224,800         13.9%
David A. Tepper
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078

Kane Partners, L.P.(d) ..............     717,658          8.1%
80 East Middle Patent Road
Bedford, New York 10506

Cleveland A. Christophe(e) ..........   2,255,151         25.5%                --                  --
TSG Ventures L.P. 
177 Broad Street
Stamford, Connecticut 06901

Craig M. Cogut(f) ...................      83,333           *                  --                  --

Edward Dugger, III(f) ...............      18,331           *                  --                  --

Richard L. Gelfond(g) ...............     994,291         11.12%
Chevoit Capital Advisors Inc. 
P.O. Box 571
Southampton, New York 11969

R.W. Kasten, Jr.(h) .................      14,333           *                  --

F. Robert Miller(i) .................     133,320          1.5%                --                  --

Raj Modi(j) .........................     136,732          1.5%                --

C. Michael Alston(k) ................      76,216            *                 --

Lawrence Taylor(l) ..................     121,265          1.4%                --

All directors and officers as a group
(17 persons) ........................   6,683,824         56.6%            2,040,775             100%

</TABLE>

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

*        Less than 1%

(a)      Represents shares owned by Rockspring Management, Inc. and The Chester
         Corporation, both of which are wholly owned corporations of Mr.
         Davenport and Mr. Davenport directly. Includes (i) 375,375 shares of
         Class A Common Stock issuable upon the exercise of options to purchase
         Class A Common Stock, which are exercisable at the option of the holder
         within sixty (60) days; (ii) 1,249,749 shares of Class B Common Stock
         and options to purchase 791,026 shares of Class B Common Stock which
         are exercisable at the option of the holder within sixty (60) days; and
         (iii) 717,658 shares of Class A Common Stock owned by Kane Partners,
         L.P. Mr. Davenport, a Director of the Company, controls the General
         Partner of Georgetown Partners Limited Partnership ("Georgetown
         Partners"), which is a limited partner of Kane Partners, L.P.
         Georgetown Partners shares voting and investment power with respect to
         shares held by Kane Partners, L.P. Shares of Class B Common Stock are
         convertible at the option of the holder at any time into an equal
         number of shares of Class A Common Stock.

(b)      Represents shares of Class A Common Stock issuable upon the conversion
         of Class C Common Stock, which are convertible at the option of Chase
         Banking Corporation. The Class C Common Stock does not have ordinary
         voting rights for the election of directors or other matters generally
         requiring a stockholder vote.

(c)      The information on Appaloosa Management, LP and David A. Tepper and
         their beneficial ownership of Class A Common Stock is based on Schedule
         13D filed with the Securities and Exchange Commission on August 18,
         1997.

(d)      The information on Kane Partners, L.P. and its beneficial ownership of
         the Class A Common Stock is based on Schedule 13G filed with the
         Securities and Exchange Commission on February 17, 1994.

(e)      Represents 2,246,818 shares owned by TSG Ventures L.P. Mr. Christophe,
         a Director of the Company, is an officer, director, and shareholder of
         the general partner of TSG Ventures L.P., and is a principal of an
         entity which provides advisory services to TSG Ventures L.P. and may be
         deemed to share voting and investment power with respect to such
         shares. Also includes 8,333 shares of Class A Common Stock issuable
         upon the exercise of options to purchase Class A Common Stock, which
         are exercisable at the option of the holder within sixty (60) days.

(f)      Includes 8,333 shares of Class A Common Stock issuable upon the
         exercise of options to purchase Class A Common Stock, which are
         exercisable at the option of the holder within sixty (60) days.

(g)      Represents (i) shares owned by Kane Partners, L.P.; (ii) 9,000 shares
         owned by Cheviot Capital Advisors (Pension Plan); (iii) options to 
         purchase 100,000 shares of Class A Common Stock held by Cheviot Capital
         Advisors Inc. which are exercisable by the holder within sixty (60) 
         days; (iv) 8,333 shares of Class A Common Stock issuable upon the 
         exercise of options to purchase Class A Common Stock, which are 
         exercisable at the option of the holder within sixty (60) days; 
         (v) 137,000 shares held directly by Mr. Gelfond; and (vi) 22,300 
         shares held by trusts for which Mr. Gelfond is the trustee, for the 
         benefit of Mr. Gelfond's children. Mr. Gelfond, a Director of the 
         Company, is the Vice President of the General Partner of Kane 
         Partners, L.P. and shares voting and investment power with respect 
         to such shares, and is the President and sole stockholder of Cheviot
         Capital Advisors Inc.

(h)      Includes 12,333 shares of Class A Common Stock issuable upon the
         exercise of options to purchase Class A Common Stock, which are
         exercisable at the option of the holder within sixty (60) days.

(i)      Represents 133,320 shares of Class A Common Stock issuable upon the
         exercise of options to purchase Class A Common Stock, which are
         exercisable at the option of the holder within sixty (60) days.

(j)      Includes 71,666 shares of Class A Common Stock issuable upon the
         exercise of options to purchase Class A Common Stock, which are
         exercisable at the option of the holder within sixty (60) days. Also
         includes 15,230 shares owned by members of Mr. Modi's immediate family.
         Mr. Modi disclaims beneficial ownership of such shares.

(k)      Includes 75,666 shares of Class A Common Stock issuable upon the
         exercise of options to purchase Class A Common Stock, which are
         exercisable at the option of the holder within sixty (60) days.

(l)      Includes 68,333 shares of Class A Common Stock issuable upon the
         exercise of options to purchase Class A Common Stock, which are
         exercisable at the option of the holder within sixty (60) days.






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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrants have duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Bethesda, State of Maryland, on the 10th day of April, 1998.


ENVIROTEST TECHNOLOGIES, INC.            ENVIROTEST SYSTEMS CORP.


By:  /s/ Chester C. Davenport            By:    /s/ Chester C. Davenport
   ------------------------------            ------------------------------
         Chester C. Davenport                   Chester C.  Davenport
Chairman of the Board of Directors        Chairman of the Board of Directors





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