SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

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

                     For the fiscal year ended July 31, 1996

                         Commission File Number 0-25184

                             U. S. ELECTRICAR, INC.
             (Exact name of registrant as specified in its charter)

           California                                   95-3056150
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

       5 Thomas Mellon Circle, Suite 305, San Francisco, California 94134
          (Address of principal executive offices, including zip code)

                                 (415) 656-2400
              (Registrant's telephone number, including area code)


        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value
                                (Title of class)

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  registrant  was
required  to file  such  reports),  and  (2) has  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  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  November  5,  1996  was  $8,465,402.  For  purposes  of  this
calculation  only, (i) shares of Common Stock and Series A and B Preferred Stock
are deemed to have a market  value of $0.27 per share,  the  average of the high
bid and low ask price of the Common Stock on November 5, 1996,  and (ii) each of
the  executive  officers,  directors  and  persons  holding  5% or  more  of the
outstanding  Common  Stock  (including  Series A and B Preferred  Stock on an as
converted basis) is deemed to be an affiliate.

The number of shares of Common  Stock  outstanding  as of  November  5, 1996 was
127,168,477.


<PAGE>


                                EXPLANATORY NOTE

         This Form 10-K/A constitutes Amendment No. 1 to the Registrant's Annual
Report on Form 10-K for the year ended July 31,  1996,  originally  filed by the
Registrant  on November 12,  1996,  and is being filed solely for the purpose of
filing  the  information  required  by Part III (Items 10, 11, 12 and 13) to the
Form 10-K.





                                       2

<PAGE>


                              U.S. ELECTRICAR, INC.

                                   FORM 10-K/A
                      AMENDMENT NO. 1 TO 1996 ANNUAL REPORT

                                TABLE OF CONTENTS

                                    PART III

Item 10.    Directors and Executive Officers of the Registrant ..............  4

Item 11.    Executive Compensation ..........................................  8

Item 12.    Security Ownership of Certain Beneficial Owners and Management... 13

Item 13.    Certain Relationships and Related Transactions .................. 15


      SIGNATURES ............................................................ 19


                                       3

<PAGE>


                                    PART III


Item 10.     Directors and Executive Officers of the Registrant

<TABLE>
         The following  table sets  forth  certain  information  with respect to
the Directors and executive  officers of U.S. Electricar, Inc. (the "Company"):

<CAPTION>
                  Name             Age                      Position
                  ----             ---                      --------
          <S>                       <C>    <C>

          Roy Y. Kusumoto           53     Chairman, Chief Executive Officer, President, acting Chief
                                           Financial Officer and Director

          Carl D. Perry             64     Executive Vice President, International, and Director

          John J. Micek III(3)      44     Vice President, General Counsel and Secretary

          Robert A. Sackerman       54     Executive Vice President, Manufacturing

          Malcolm R. Currie(1)(3)   69     Director

          James S. Miller(1)        61     Director

          Edwin O. Riddell(2)(3)    54     Director

          David A. Ishag(1)(2)      36     Director

          William J. Gilliam        44     Director

<FN>
--------------
(1)       Member of the Compensation Committee
(2)       Member of the Audit Committee
(3)       Member of the Executive Committee
</FN>
</TABLE>

          Roy Y. Kusumoto,  President, Chief Executive Officer and Director. Mr.
Kusumoto has served as a Director of the Company  since June 1994. He has served
as the Company's Chief  Executive  Officer since April 1995 and as President and
Chairman of the Board of the Company since June 1995.  Since  September 1995, he
has also served as acting Chief Financial  Officer.  Mr. Kusumoto founded Echoic
Corporation,  a sub-contract  manufacturer of electronic and  electro-mechanical
products,  in June 1989 and has served as its President and Chairman  since then
to December 1994. Since March 1992 and July 1992, Mr. Kusumoto has served as the
Chairman of Aydia  International and Chief Executive Officer of Fuel Technology,
Inc.,  respectively.  Prior  to June  1989,  Mr.  Kusumoto  founded  and was the
Chairman and Chief Executive Officer of Solectron Corporation, a publicly traded
company,  which is one of the largest  sub-contract  manufacturers in the United
States. From 1988 until 1992, he was also the President of Sanwa Electric, Inc.,
an electronics manufacturer and distributor.

          Carl D. Perry, Executive Vice President,  International, and Director.
Mr.  Perry has served as a Director and as an  Executive  Vice  President of the
Company  since July 1993.  Prior to joining the Company,  he served as Executive
Vice President of Canadiar Ltd.,  Canada's largest aerospace  corporation,  from
1984 to 1988, where he conducted strategic planning,  worldwide  marketing,  and
international  joint ventures.  From 1979 to 1983, Mr. Perry served as Executive
Vice President of the Howard Hughes Summa Corporation's  Helicopter Company, now
known as McDonnell  Douglas  Helicopters,  where he was  responsible for general
management, worldwide business development, and international operations.

          John J. Micek III, Vice President,  General Counsel and Secretary. Mr.
Micek joined the Company in March 1994 as its Vice  President,  General  Counsel
and Secretary.  Prior to joining the Company,  Mr. Micek had practiced law since
January  1989.  From 1987 to March 1994 Mr.  Micek held several  positions  with
Armanino Foods of Distinction,  Inc., a publicly traded  specialty food company,
including  serving as its  General  Counsel  and Chief  Financial  Officer  from
February  1987 to December  1988 and Vice  President  from January 1989 to March
1994. Mr. Micek has also been a Director of Armanino Foods since 1988. Mr. Micek



                                       4
<PAGE>


has also served as a Director of  Universal  Group,  Inc.,  a mid-west  group of
insurance  companies,  since 1981, and of Cole Group, Inc., a publishing company
based in Northern California,  since 1991. Mr. Micek served as the President and
Director of Catalina Capitol,  Inc., a publicly traded company,  from 1990 until
its merger  into  Instant  Video  Technologies,  Inc.  ("IVT"),  an  interactive
multi-media  network  technology  company,  in 1992.  He continues to serve as a
Director of IVT.

          Robert A.  Sackerman,  Executive Vice  President,  Manufacturing.  Mr.
Sackerman  joined the Company as Executive  Vice  President,  Manufacturing,  in
September  1994.  From 1993 to 1994, Mr.  Sackerman was President and Founder of
Performance     Strategies     International,     a     virtual     engineering,
business/manufacturing  reprocess  company doing business in Europe,  the United
States  and  Mexico.  From 1990 to 1993,  Mr.  Sackerman  was part of the senior
start-up team for Saturn Corporation, an automotive manufacturer, functioning as
car  assembly  and  component  plant  operations  manager.  Prior to  1990,  Mr.
Sackerman  spent 27 years with  General  Motors,  in both  domestic  and foreign
automotive manufacturing operations in senior plant management.

          Malcolm R. Currie,  Director.  Dr.  Currie has served as a Director of
the Company  since March 1995.  From 1986 until July 1992,  Dr. Currie served as
Chairman  and  Chief  Executive  Officer  of Hughes  Aircraft  Co.  (now  Hughes
Electronics),  and from 1985 until 1988, he was the Chief  Executive  Officer of
Delco  Electronics.  His  career in  electronics  and  management  has  included
research  with  many  patents  and  papers  in  microwave  and  millimeter  wave
electronics, laser, space systems, and related fields. He has led major programs
in radar, commercial satellites, communication systems, and defense electronics.
He served as Undersecretary of Defense for Research and Engineering, the Defense
Science  Board,  and  currently  serves on the  Boards of  Directors  of UNOCAL,
Investment  Company of America,  and LSI Logic, all of which are publicly traded
companies.  He is  President  of  the  American  Institute  of  Aeronautics  and
Astronautics,  and is Chairman of the Board of  Trustees  of the  University  of
Southern California.

          James S. Miller,  Director. Mr. Miller has served as a Director of the
Company  since  November  1990.  From 1963 to the present,  Mr.  Miller has been
active in start-up and growth  businesses,  including  the  ownership of his own
vineyards. He was Director and Officer of Oxford Laboratories from 1959 to 1974,
Chemetrics  Corporation  from 1975 to 1979, and Grand Cru Vineyards from 1976 to
1981.  Oxford  Laboratories  and Chemetrics  Corporation are medical  diagnostic
laboratory  equipment  companies.  Currently,  Mr.  Miller is a director of Mast
Immunosystems, of Mountain View.

          Edwin O. Riddell,  Director.  Mr.  Riddell has served as a Director of
the Company since June 1995.  From January 1991 to the present,  Mr. Riddell has
served as Manager of the  Transportation  Business Unit in the Customer  Systems
Group at the Electric Power  Research  Institute in Palo Alto,  California,  and
from 1985 until November 1990, he served with the  Transportation  Business Unit
as Vice  President,  Engineering,  working  on  electric  public  transportation
systems. From 1979 to 1985, he was Vice President and General Manager of Lift U,
Inc., the leading  manufacturer of handicapped  wheelchair lifts for the transit
industry. Mr. Riddell has also worked with Ford, Chrysler, and General Motors in
the  area of auto  design  (styling),  and has  worked  as a  member  of  senior
management for a number of public transit vehicle manufacturers. Mr. Riddell has
been a member of the American Public Transit Association's  ("APTA") Association
Member Board of Governors for over 15 years.  He has also served on APTA's Board
of Directors.

          David A. Ishag,  Director.  Mr. Ishag was elected as a Director of the
Company in September  1995.  In 1994,  Mr.  Ishag  founded,  and  continues as a
general  partner of, the firm Hirsch & Cie,  an  external  financial  advisor to
Union  Bancaire  Privee  (CGI-TDB) in Geneva,  Switzerland,  where his principal
activities  are private  banking and asset  allocation.  From 1991 to 1994,  Mr.
Ishag  conducted  asset  management and general  banking duties for the Republic
National Bank of New York (Geneva),  and also had marketing  responsibility  for
building clientele portfolios.  From 1988 to 1991, Mr. Ishag was associated with
European  Investments  &  Development  Group PLC, a London  property  investment
company,  acting as a Director of portfolio  management.  From 1986 to 1988, Mr.
Ishag was with Barclays de Zoete Wedd Ltd., a graduate banking program,  working
with mergers and acquisitions in the Corporate Finance department.



                                       5
<PAGE>


          William J. Gilliam,  Director. Mr. Gilliam has served as a Director of
the Company since  February  1996. Mr. Gilliam has served as Chairman of Kestrel
Financial  Services,  LLC, the  successor  company to several  private  Merchant
Banking  Firms  formed  in  July  1997.  Mr.  Gilliam  is also  Chairman  of New
Charleston Energy Partners,  Inc., a California  independent power producer, and
Marine Energy Systems  Corporation,  a  manufacturer  and supplier of industrial
processing and energy  systems.  From 1981 to 1987 Mr. Gilliam was an Investment
Banker at Lehman  Brothers Kuhn Loeg,  Thomson  McKinnon  Securities,  Inc., and
Quadrex Securities,  Inc. where he worked with a variety of industries on merger
and acquisition related transactions.  He was Chairman of Rexene Corporation,  a
NYSE manufacturer of thermoplastics and chemicals,  and the Polymar Corporation,
a manufacturer of engineering plastics. He was also a founder, major shareholder
and a Director of Calgon Carbon  Corporation,  a NYSE  corporation  which is the
world leader in the production of granular activated carbon.






                                       6
<PAGE>


Relationships Among Directors or Executive Officers

          There  are no  family  relationships  among  any of the  Directors  or
executive officers 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, executive officers and persons who own more than 10% of the
Company's Common Stock  (collectively,  "Reporting  Persons") to file reports of
ownership  and  changes  in  ownership  of the  Company's  Common  Stock  to the
Securities and Exchange Commission ("SEC").
Copies of these reports are also required to be delivered to the Company.

          Except as set forth below, the Company  believes,  based solely on its
review of the copies of such reports  received or written  representations  from
certain  Reporting  Persons,  that during  fiscal 1996,  all  Reporting  Persons
complied with all applicable filing requirements.

          Exceptions:  Form 5s were inadvertently not filed on a timely basis by
September 16, 1996, with respect to option grants made  automatically to certain
of the  nonemployee  Directors  pursuant to the Company's  1994  Director  Stock
Option Plan (the "Director  Option Plan") during fiscal 1996.  Each  nonemployee
Director was granted 1,000 options under the Director Option Plan on the date of
each Board  meeting  attended  by such  Director.  Director  Miller was  granted
options under the Director Option Plan on three occasions,  for which a total of
one Form 5 was required.  Director Currie was granted options under the Director
Option  Plan on two  occasions,  for  which a total of one Form 5 was  required,
however,  Dr.  Currie has  declined to accept and  disclaims  ownership of these
options.  Director Riddell was granted options under the Director's  Option Plan
on three  occasions for which a total of one Form 5 was  required;  and Director
Ishag was granted  options under the Director's  Option Plan on one occasion for
which a total of one Form 5 was required.  The Company has  requested  that such
Directors file the required Form 5s reporting such option grants with the SEC as
soon as possible.

          To the Company's knowledge, a Form 4 or Form 5 was not filed by Itochu
Corporation  relating to their purchase of shares of the Company's  common stock
pursuant  to   conversion   of  debt  to  equity  in  June  1996  (see  "Certain
Relationships and Related Transactions").  The Company has requested that Itochu
Corporation file the required Form 5 as soon as possible.

          To the  Company's  knowledge,  a Form 4 or  Form 5 was  not  filed  by
Gerlach & Co. relating to their purchase of shares of the Company's common stock
pursuant  to   conversion   of  debt  to  equity  in  June  1996  (see  "Certain
Relationships and Related Transactions"). The Company has requested that Gerlach
& Co. file the required Form 5 as soon as possible.

          To  the  Company's  knowledge,  a  Form  3 was  not  filed  by  Fontal
International  L.T.D. ("Fontal"), relating to its purchase of shares in December
1995 of Form 4 was not filed by Fontal  relating to the  issuance of warrants to
Fontal  in  May  1996  (see  Item  13,   "Certain   Relationships  and   Related
Transactions").  The Company has requested that Fontal file the requested  forms
as soon as possible.

          With regard to regrants of options  under the  Company's  employee and
consultant stock plan in January, 1996, each of Messrs.  Kusumoto,  Perry, Micek
and Sackerman  inadvertently  did not file a Form 5 on a timely  basis.  Each of
these  persons  has  been  asked by the  Company  to file  the  required  Form 5
reporting the regrants of stock options as soon as possible.




                                       7
<PAGE>


Item 11.     Executive Compensation

<TABLE>
Summary Compensation Table

          The  following  table  sets  forth  all  compensation  earned  by  the
Company's Chief Executive Officer and each of the other most highly  compensated
executive  officers  of the  Company  whose  annual  salary  and bonus  exceeded
$100,000 for the years ended July 31,  1996,  1995 and 1994  (collectively,  the
"Named Executive Officers"):

                           Summary Compensation Table

<CAPTION>
                                                            Long-Term
                                                            ---------
                                               Annual      Compensation
                                               ------      ------------
                                            Compensation     on Awards             Securities
                                            ------------     ---------             Underlying
                                               Salary          Bonus               Options/SARs
Name and Principal Position        Year          ($)            ($)                    (#)
---------------------------        ----        ------          -----                ----------
<S>                                <C>         <C>              <C>               <C>
                                       
Roy Y. Kusumoto(1)                 1996        50,000           --                10,002,000(2)
  Chief Executive Officer,         1995        13,461           --                10,002,000(3)
  President and acting Chief       1994           --            --                     --
  Financial Officer                               

<FN>
---------------
(1) Mr.  Kusumoto  became  Chief  Executive  Officer of the Company on April 17,
1995. Salary in  1995  was paid  for  the period April 17, 1995 through July 31,
1995.

(2) For information regarding options, see "Option Repricing in 1996".

(3) 2,000 of such  options  were  granted to Mr.  Kusumoto in his  capacity as a
nonemployee  Director  under the 1994  Director  Stock  Option Plan prior to his
appointment as an officer of the Company in April 1995.
</FN>
</TABLE>




                                       8
<PAGE>

<TABLE>
Option/SAR Grants

         The  following  table sets forth  certain  information  with respect to
stock options and stock appreciation rights ("SARs") granted during 1996 to each
of the Named Executive Officers.  In accordance with the rules of the Securities
and Exchange Commission, also shown below is the potential realizable value over
the term of the option (the period from the grant date to the  expiration  date)
based on  assumed  rates of stock  appreciation  of 0%,  5% and 10%,  compounded
annually.  These amounts are based on certain assumed rates of appreciation  and
do not represent the Company's estimate of future stock price.  Actual gains, if
any,  on  stock  option  and SAR  exercises  will  be  dependent  on the  future
performance of the Common Stock.

<CAPTION>
                                              Option/SAR Grants in Fiscal 1996

                                    Individual Grants
                     ---------------------------------------------
                      Number of    
                      Securities  % of Total          
                      Underlying    Options/                                            Potential Realizable Value at
                       Options/       SARs                 Market                       Assumed Annual Rates of Stock
                         SARs      Granted to  Exercise   Price on                    Price Appreciation for Option Term
                       Granted     Employees    or Base   Date of     Expiration      ----------------------------------
Name                     (#)        in 1996     Price(3)  Grant(4)       Date         0%            5%            10%
----                 ------------   -------    ---------  --------    ----------   --------      --------      ---------
<S>                  <C>              <C>        <C>       <C>        <C>          <C>           <C>           <C>
Roy Y. Kusumoto      2,000,000(1)      18%       $0.30     $0.33      04/25/2000   $ 70,000      $255,120      $479,060

                     4,000,000(1)      36%       $0.30     $0.33      04/25/2000   $140,000      $428,800      $761,920

                     4,000,000(2)     100%       $0.30     $0.33      04/25/2000   $140,000      $428,800      $761,920

<FN>
----------------

(1)  Options granted.
(2)  SARs granted.
(3)  For information  regarding  the repricing of  options  granted to the named
Executive Officers in 1996, see "Repricing of Options".
(4)  Based on the average of the high bid and low ask prices of the Common Stock
on the date of grant.
</FN>
</TABLE>




                                       9
<PAGE>

<TABLE>
Option Exercises and Option Values

         The following table sets forth information  concerning option exercises
during 1996, and the aggregate value of unexercised options as of July 31, 1996,
held by the Named Executive Officer:

                     Aggregated Option/SAR Exercises in 1996
                       and Option Values at July 31, 1996

<CAPTION>
                                                        Number of Securities
                                 Aggregate             Underlying Unexercised        Value of Unexercised In-
                                Option/SAR                Options/SARs at              the-Money Options at
                             Exercises in 1996             July 31, 1996                  July 31, 1996(1)          
                             -----------------            ---------------              --------------------
               
                           Shares         Value
                         Acquired on    Realized
Name                     Exercise (#)       ($)     Exercisable  Unexercisable  Exercisable   Unexercisable
----                     ------------   ----------  -----------  -------------  -----------   -------------
<S>                      <C>            <C>         <C>          <C>                <C>          <C>

Roy Y. Kusumoto          --             --          2,002,000    8,000,000(2)       $ --          $ --

<FN>
---------------
(1) Calculated on the basis of the average of the high bid and low ask prices of
the Common Stock on July 31, 1996 of $0.27 per share,  minus the exercise price.
(2)  2,000,000  options  and  2,000,000  stock  appreciation  rights will become
exercisable at such time as the Company has achieved two consecutive quarters of
profitability and has reported such financial results on quarterly reports filed
with  the  Securities  and  Exchange  Commission  on Form  10-Q  (the  "Date  of
Vesting").  An additional  2,000,000  options and 2,000,000  stock  appreciation
rights will become  exercisable on the first anniversary of the Date of Vesting,
provided that Mr. Kusumoto is the Chief Executive Officer of the Company at such
time.
</FN>
</TABLE>

Repricing of Options
     Compensation Committee Report on Repricing of Options

     In September 1995, the Compensation Committee recommended that the Board of
Directors  consider  repricing  previously  granted  options under the Company's
Employee and Consultant Stock Plan to its Officers and key employees. Due to the
Company's   reorganization,   the  Compensation   Committee  believed  that  the
relationship  between the exercise  price of those options and the recent market
price of the Company's Common Stock did not provide  effective equity incentives
for  the  Company's  Officers  and  key  employees.   Equity  incentives  are  a
significant  component  of the  total  compensation  package  of  the  Company's
employees  and play a substantial  role in the  Company's  ability to retain the
services of  individuals  essential  to the  Company's  long-term  success.  The
Compensation  Committee felt that the Company's  ability to retain key employees
would be  significantly  impaired  unless value was  restored to their  options.
Accordingly,  the Compensation  Committee determined it was necessary to reprice
the options based on at least 85% of current  market value to provide  realistic
incentives  for the  Officers,  Directors and employees to whom such options has
been granted.

     In light of the Company's  circumstances  at the time, and the  competitive
environment for its employees,  the Board of Directors approved the repricing in
October 1995. The options were repriced to $0.30, which was approximately 90% of
the average of the high bid and low ask of the Company's Common Stock on January
16, 1996 for the  Officers  and key  employees  that the Company  believes to be
important to its long-term success. Because of the critical need to retain these
individuals,  the vesting  period was not  restarted.  With respect to the Named
Executive Officer, the options for Mr. Kusumoto were repriced.

Submitted by the Compensation Committee:

     Jim Miller
     Malcolm Currie




                                       10
<PAGE>

<TABLE>
Option Reprices in 1996

<CAPTION>
                                  Number of
                                 Securities                                                              Length of
                                 Underlying     Market Price at   Exercise Price                         Original
   Name            Date            Options          Time of         at Time of       New Exercise      Option Term
                                  Repriced         Repricing         Repricing          Price       Remaining at Date
                                      #                $                 $                $            of Repricing
<S>              <C>            <C>                  <C>               <C>              <C>              <C>
Roy              1/16/96        2,000,000 (1)        $0.335            $0.40            $0.30            4 years
Kusumoto
                 1/16/96        4,000,000 (1)        $0.335            $0.64            $0.30            4 years
                 1/16/96        4,000,000 (1)        $0.335            $0.64            $0.30            4 years
<FN>
(1) For information  regarding the granting of options and SARs, see "Option/SAR
Grants in Fiscal 1996".
</FN>
</TABLE>


Compensation of Directors

         Directors  who  are  employees  of  the  Company  do  not  receive  any
compensation  for their  services  as  Directors.  In February  1995,  the Board
resolved  that  Directors  who are not employees of the Company will receive (i)
$1,000 for attendance in person at each regularly scheduled Board meeting,  (ii)
$500 for  participation  at a Board meeting by telephonic  conference  call, and
(iii) $500 for each committee  meeting attended which is held not in conjunction
with a  regularly  scheduled  Board  meeting.  The  payment of these  amounts is
subject to the Company  receiving $15 million in equity financing after February
1995;  however,  the  amounts  are being  accrued  on the  Company's  accounting
records.  All Directors are reimbursed for expenses  incurred in connection with
attending Board and committee meetings.

         Each nonemployee  Director of the Company is entitled to participate in
the Company's 1994 Director Stock Option Plan (the "Director Option Plan").  The
Board of  Directors  and the  shareholders  have  authorized  a total of 150,000
shares of Common Stock for issuance under the Director Option Plan. The Director
Option  Plan  provides  for the grant of  nonstatutory  options  to  nonemployee
Directors  of the  Company.  The  Director  Option  Plan  is  designed  to  work
automatically  and  not  to  require  administration;  however,  to  the  extent
administration is necessary, it will be provided by the Board of Directors.

         The  Director  Option  Plan  provides  that each  eligible  Director is
granted  an option to  purchase  1,000  shares  of Common  Stock for each  Board
meeting attended in person.

         Options  granted  under the  Director  Option  Plan have a term of five
years unless  terminated  sooner upon termination of the optionee's  status as a
Director or otherwise  pursuant to the Director  Option Plan. No option  granted
under the Director  Option Plan is  transferable  by the optionee  other than by
will or the laws of descent and  distribution,  and each option is  exercisable,
during the lifetime of the optionee,  only by such optionee. The Director Option
Plan provides that the options become  exercisable in full  immediately upon the
grant of such options.

         The  exercise  price of all stock  options  granted  under the Director
Option Plan is equal to the fair market value of a share of the Company's Common
Stock on the date of grant of the option. Fair Market Value is defined under the
Director Option Plan as the mean of the bid and asked prices of the Common Stock
in the over-the-counter market on the date of grant, as reported by the National
Association of Securities Dealers Automated Quotation System.

         In  the  event  of a  merger  of  the  Company  with  or  into  another
corporation or a sale of substantially all of the Company's assets, the Director
Option Plan  requires that each  outstanding  option be assumed or an equivalent
option substituted by the successor  corporation.  The Director Option Plan will
terminate in December  2004.  The Board of Directors  may amend or terminate the
Director  Option  Plan;  provided,  however,  that no such action may  adversely
affect any outstanding  options,  and the provisions of the 




                                       11
<PAGE>


Director Option Plan affecting the grant and terms of options granted thereunder
may not be amended more than once in any six-month period. Executive officers of
the Company are not eligible to participate in the Director Option Plan.

         As of November 5, 1996, 20,000  options had  been  granted and remained
outstanding under the Director Option Plan.


Compensation Committee Interlocks and Insider Participation

         The Compensation  Committee currently consists of Mr. Ishag, Mr. Miller
and Dr. Currie.  Mr. Miller and Dr. Currie served as members of the Compensation
Committee during all of fiscal 1996. Mr. Ishag has served on the Committee since
February, 1996




                                       12
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

<TABLE>
         The following table sets forth certain information regarding beneficial
ownership of the Company's  stock as of November 5, 1996, (i) by each person (or
group of  affiliated  persons)  who is known by the Company to own  beneficially
more than 5% of each class of the Company's stock, (ii) by each of the Company's
directors,  (iii)  by each of the  Company's  executive  officers  named  in the
Summary  Compensation  Table  below,  and  (v) by the  Company's  directors  and
executive  officers as a group.  Except as  indicated  in the  footnotes to this
table and subject to applicable  community  property  laws, the persons named in
the table, based on information  provided by such persons,  have sole voting and
investment power with respect to all shares of stock beneficially owned by them.

<CAPTION>
5% Shareholders, Directors, Officers              Common Shares              Percentage of Common Shares           Voting
and Directors and Officers as a Group        Beneficially Owned (1)            Beneficially Owned (2)          Percentage (3)
-------------------------------------        ----------------------            -----------------------         --------------
<S>                                               <C>                                   <C>                        <C>

Itochu Corporation                                47,455,789(4)                         36.44%                     34.94%
2-5-1, Kita-Aoyama 2-chome,
Minato-ku, Tokyo
107-77, Japan

Gerlach & Co.                                     54,250,947(5)                         41.42%                     39.72%
c/o Citibank N.A.
111 Wall Street, 8th Floor
New York, NY  10043

Fontal International L.T.D.                       16,333,333(11)                        11.8%                      10.1%
9 Quai des Bergues
Geneva, Switzerland

John J. Micek III                                    540,000(a)                            *

Roy Y. Kusumoto                                    4,002,000(6)                         3.47%                       3.13%

James S. Miller                                      111,459(7)                            *                           *

Carl D. Perry                                        732,500(b)                            *                           *

Robert Sackerman                                     324,000(c)                            *

Malcolm R. Currie                                      3,000(8)                            *                           *

Edwin O. Riddell                                       3,000(9)                            *                           *

David A. Ishag                                         1,000(10)                           *                           *

William J. Gilliam                                         0                               *                           *

All Directors and executive officers               3,816,418(12)                       11.48%                      10.35%
as a group (9 persons)

<FN>
*Indicates less than 1%
</FN>
</TABLE>




                                       13
<PAGE>

(1) Number of Common Stock shares  includes  Series A Preferred Stock shares and
Common  Stock  shares  issuable  pursuant to stock  options,  warrants and other
securities  convertible  into Common  Stock  beneficially  held by the person or
class in  question  which may be  exercised  or  converted  within 60 days after
November 5, 1996.

(2) The  percentages  are based on the number of shares of Common Stock owned by
the shareholder  divided by the sum of: (i) the total Common Stock  outstanding,
(ii) the Series A Preferred  Stock owned by such  shareholder;  and (iii) Common
Stock issuable pursuant to warrants,  options and other  convertible  securities
exercisable  or  convertible  by such  shareholder  within sixty (60) days after
November 5, 1996.

(3) The  percentages  are based on the number of shares of Common Stock owned by
the shareholder  divided by the sum of: (i) the total Common Stock  outstanding,
(ii) the total  Series A Preferred  Stock  outstanding;  and (iii)  Common Stock
issuable  pursuant  to  warrants,   options  and  other  convertible  securities
exercisable  or  convertible  by such  shareholder  within sixty (60) days after
November 5, 1996.  This  percentage  calculation  has been included to show more
accurately  the  actual  voting  power of each of the  shareholders,  since  the
calculation takes into account the fact that the outstanding  Series A Preferred
Stock is entitled to vote  together  with the Common  Stock as a single class on
most shareholder matters.

(4) Includes  26,266,667  shares of Common Stock  issuable  upon  conversion  of
convertible  debt in the  amount  of  $7,880,000  plus  accrued  interest,  at a
conversion price of $0.30 per share.

(5) Includes  27,664,000  shares of Common Stock  issuable  upon  conversion  of
convertible  debt in the  amount  of  $8,299,200  plus  accrued  interest,  at a
conversion price of $0.30 per share.

(6)  Includes  2,002,000  shares  of  Common  Stock  issuable  pursuant to stock
options.

(7)  Includes  (i)  11,000  shares  of  Common  Stock issuable pursuant to stock
options; and 1,000 shares held in revocable trust FBO Mr. Miller's son. Excludes
20,894 shares of Common Stock held in an irrevocable trust for Mr. Miller's son,
as to which Mr. Miller has no voting or investment  power.  Mr. Miller disclaims
beneficial ownership of such shares.

(8) Includes 3,000 shares  of Common Stock issuable  pursuant to  stock options,
however, Dr. Currie has declined and disclaims ownership of such options.

(9) Includes 3,000 shares of Common Stock issuable pursuant to stock options.

(10) Includes 1,000 shares of Common Stock issuable pursuant to stock options.

(11) Includes (i) 10,333,333  shares of Common Stock issuable upon conversion of
warrants at a conversion  price of $0.30 per share.  For description of terms of
warrants see "Transaction with Secured Creditors and Others."

(12) Includes  3,816,418  shares of  Common  Stock  issuable  pursuant to  stock
options.

(a)  Includes 540,000 shares of common stock issuable pursuant to stock options.

(b)  Includes 732,000 shares of common stock issuable pursuant to stock options.

(c)  Includes 324,000 shares of common stock issuable pursuant to stock options.




                                       14
<PAGE>

Item 13.  Certain Relationships and Related Transactions

The following are certain  transactions entered into between the Company and its
officers,  Directors and principal  shareholders and their affiliates since July
31, 1995.

Transactions with Secured Creditors and Others

Gerlach & Co.

The  Company  and Gerlach & Co., a  principal  shareholder  and  creditor of the
Company,  agreed to amend  Warrants  issued to Gerlach & Co. for the purchase of
750,000 shares of the Company's  Common Stock.  Such Warrants  originally had an
exercise  price of $3.20 per share.  The  amendment  provides  that the exercise
price is equal to the lower of (a) a floating rate of 35% below the market price
of the Common Stock immediately prior to either (i) March 1995, (ii) the date of
exercise, or (iii) the date a reverse stock split is effected by the Company (if
effected by the Company  prior to the end of September  1995),  or (b) $0.40 per
share. The warrants expire on July 31, 1997.

As of August 1995, Gerlach & Co. held $3,775,000 in principal amount of Series S
Secured  Convertible  Bonds  ("Series S Bonds").  In  September  1995,  Citibank
Switzerland  transferred ownership of $3,255,00 of the Series S Bonds to Gerlach
& Co. In March 1996,  accrued  unpaid  interest of $35,729 on the Series S Bonds
was added to principal.  Also in March 1996, the Company  converted  $210,000 of
the Series S Bonds plus the  $35,729 of accrued  interest  to 471,287  shares of
Common Stock at a conversion price of $0.5214 per share. In June 1996, Gerlach &
Co. converted  $3,820,000 of its Series S Bonds into 12,733,334 shares of Common
Stock at $0.30 per share,  and accrued  interest of $977,452  was  converted  to
3,258,173  shares of Common Stock at $0.30 per share.  The maturity  date of the
remaining Series S Bonds was extended to March 1997.

In April  1995,  the Company  issued to Gerlach & Co.  Secured  Convertible  10%
Series I Bonds ("Series I Bonds") in the aggregate principal amount of $500,000.
Subsequently,  in August 1995, Gerlach & Co. purchased  $1,144,000 of additional
Series I Bonds.  The Series I Bonds  provide for an annual  interest rate of 10%
and a maturity date of March 25, 1996, and are convertible into shares of Common
Stock    upon   the    earlier    to    occur   if   (i)   a    Company-approved
restructuring/repayment workout plan accepted by the unsecured creditors holding
80% or more of the Company's  unsecured trade debt, which plan has been approved
by the Company,  or (ii) the sole  election by Itochu  Corporation,  a principal
shareholder and creditor of the Company,  to cause  conversion of this debt. The
original  conversion  rate was the lower of a floating  rate or $0.40 per share;
however,  the parties agreed in May 1995 to set the minimum  conversion  rate at
$0.30 per share.  In June 1996,  the  Company  converted  the total  outstanding
balance of the Series I convertible  bonds. The principal  balance of $1,644,200
held by Gerlach & Co. was converted to 5,480,667 shares of Common Stock at $0.30
per share,  and $166,246 of accrued  interest was converted to 554,153 shares of
Common Stock at $0.30 per share.

In January 1996, the Company sold 670,000 unregistered shares of Common Stock to
Gerlach  & Co at a price of $0.30  per  share.  The  proceeds  of the sale  were
$201,000.  In April 1996,  the Company  sold  6,666,667  unregistered  shares of
Common Stock to Gerlach & Co. at a price of $0.30 per share,  receiving proceeds
of $2,000,000. Both of these sales of Common Stock were pursuant to a Regulation
S Subscription Agreement.

Itochu Corporation

In December 1994, the Company  defaulted on an interest  payment of $331,000 due
December 9, 1994 on a $8,980,000  convertible  subordinated note  ("Subordinated
Note")  due to  Itochu  Corporation  ("Itochu"),  a  principal  shareholder  and
creditor of the  Company.  In July 1995,  Itochu  converted  $4.1 million of the
Subordinated  Note  hold by it into  13,666,666  shares of  Common  Stock,  at a
conversion  price of $0.30 per share.  In June 1996,  the Company  converted the
$4,880,000  balance of the note from ITOCHU to 16,266,667




                                       15
<PAGE>

shares  of  Common  Stock  at $0.30  per  share,  and the  accrued  interest  of
$1,611,737 was converted to 5,372,456 shares of Common Stock at $0.30 per share.

In April 1995, Itochu and the Company entered into a Supplemental Loan Agreement
(the "Itochu  Agreement"),  pursuant to which Itochu  agreed to loan  additional
funds to the Company up to a maximum of $3,000,000 on a matching  basis to other
financing that the Company obtained. In August 1995, this $3,000,000 maximum was
reached.  In connection  with the Itochu  Agreement,  in April 1995, the Company
issued to Itochu a convertible  secured  promissory note in the principal amount
of $500,000, in repayment of an advance previously made to the Company by Itochu
International  Inc.,  an  affiliate  of  Itochu,  and  loaned to the  Company an
additional principal amount of $1,356,000.  In August 1995, Itochu loaned to the
Company an additional principal amount of $1,144,000. The terms of each of these
loans provided for interest at the rate of 10% per annum, payable  semiannually,
with the full principal  amount and any accrued but unpaid interest due on March
25, 1997.  The debt is  convertible  at the  election of Itochu at any time,  or
automatically upon the occurrence of certain events, into shares of Common Stock
at a  conversion  rate of $0.30 per  share.  The debt is  secured  by all of the
assets of the Company.

Fontal International Ltd.

In December 1995, the Company sold 3,333,333  unregistered  shares of its Common
Stock to Fontal International,  Ltd. at a price of $0.15 per share pursuant to a
Regulation S Subscription Agreement. The proceeds were $500,000.

In May 1996, the Company issued 8,333,332 warrants to Fontal International, Ltd.
in exchange for services  performed.  The warrants are  exercisable at $0.30 per
share for an equal number of shares of Common Stock,  and expire on May 1, 1997.
If the market  value of the Common  Stock of the  Company is equal to or greater
than $0.60 per share on the date of exercise,  and if the average trading volume
was in excess of 100,000  shares per day for the preceding 20 trading days,  the
warrants  may be  exercised  without  payment of cash.  The  warrants may not be
exercised in the United States,  and the stock purchased may not be delivered to
the United States unless first registered under the Securities Act or receive an
available exemption from registration.  In October 1996, an additional 2,000,000
cashless  warrants,  exercisable  at $0.30  per  share,  were  issued  to Fontal
International,  Ltd.  pursuant to a finders fee relating to the  acquisition  of
Systronix Corporation.

In August 1996, the Company issued 1,000,000 unregistered shares of Common Stock
to Fontal  International,  Ltd.  at a price of $0.30 per  share,  pursuant  to a
Regulation  S  Subscription  Agreement,  and received  proceeds of $300,000.  In
October 1996, the Company issued 1,666,667  unregistered  shares of Common Stock
to Fontal International,  Ltd. at a price of $0.30 per share, also pursuant to a
Regulation  S  Subscription  Agreement.  The  shares  were  issued to  convert a
$500,000  convertible  note  assumed  as part of the  acquisition  of  Systronix
Corporation. The Company also assumed a $300,000 promissory note as part of this
acquisition.






                                       16
<PAGE>

Other Sales of Securities

         In February  1996,  the Company  issued  Stock  options  under the 1994
employee & consultant  Stock Plan to purchase  900,000 shares of Common Stock to
Robert Sackerman, an Officer of the Company, at exercise price of $.30 per share
with a term of four years.  In February  1996,  the Company issued Stock options
under the 1994 employee & consultant Stock Plan to purchase 1,200,000  shares of
Common Stock to Carl Perry, an Officer of the Company, at exercise price of $.30
per share with a term of four years.  In February 1996, the Company issued Stock
options  under the 1994  employee &  consultant  Stock Plan to purchase  750,000
shares of Common  Stock to John Micek,  an Officer of the  Company,  at exercise
price of $.30 per share with a term of four years.  In April  1996,  the Company
issued Stock options under the 1994 employee & consultant Stock Plan to purchase
200,000 shares of Common Stock to Barrett  Woodruff,  an Officer of the Company,
at exercise price of $.30 per share with a term of four years.

         In February 1996, the  Company  issued  stock  options to  purchase  an
aggregate of  6,002,000  shares of Common  Stock and stock  appreciation  rights
relating to 4,000,000  shares of Common  Stock to Roy  Kusumoto,  the  Company's
Chief Executive Officer. See Item 11 -- Executive Compensation.

         In fiscal 1996,  the Company  issued stock  options to its  nonemployee
Directors  under the 1994 Director  Stock Option Plan.  See Item 11 -- Executive
Compensation -- Compensation of Directors.

Indebtedness of Management

         In July 1993,  the Company  sold  300,983  shares of Series A Preferred
Stock at $0.60 per share to John  Billington,  a Director and former  officer of
the  Company,  in exchange for a  combination  of cash,  conversion  of debt and
deferred  compensation  due  to  Mr.  Billington,   and  a  Secured,   Partially
Nonrecourse  Promissory Note in the principal  amount of $140,295,  on which the
nonrecourse amount was approximately $106,000. The Note is secured by the shares
issued to Mr.  Billington.  The Note provides for interest at the rate of 8% per
annum payable annually with the full principal amount and any accrued but unpaid
interest due on January 1, 1997. As of July 31, 1996,  $165,772 of principal and
accrued interest were  outstanding  under the Note, which amount was the largest
amount of indebtedness outstanding under the Note in 1996.

         The  Company  believes  that the  shares  of  Common  Stock  and  other
securities  issued in the above referenced  transactions were sold at their fair
market value,  that (with the exception of the 2,000,000  options granted to Mr.
Kusumoto at less than fair market value) the exercise  prices of the options and
stock  appreciation  rights granted were  equivalent to the fair market value of
the Company's Common Stock at the date of grant, and that the other transactions
described  above were made on terms no less  favorable to the Company than could
have been  obtained  from  unaffiliated  third  parties.  The  above  referenced
transactions  were  approved by a majority of the  disinterested  members of the
Board of Directors. All future transactions between the Company and its officers
directors,  principal shareholders and affiliates will be approved by a majority
of the Board of  Directors,  including,  where  appropriate,  a majority  of the
disinterested,  nonemployee  directors  on the Board of  Directors,  and,  where
appropriate,  will be on terms no less  favorable  to the Company  than could be
obtained from unaffiliated third parties.

Employment Agreements

         Carl Perry,  Executive Vice President,  and John Micek,  Vice President
and Secretary each have  employment  agreements for terms ending on December 31,
1996,  subject to earlier  termination  "for cause" and otherwise with severance
pay as described below. If the Company  terminates the employee  "without cause"
or the Company elects to enforce a  "covenant-not-to-compete"  provision in each
employment  agreement,  the agreement provides that the employee is to be paid a
monthly  severance  payment from the termination  date through December 31, 1996
based on 50% of the terminated employee's then authorized annual



                                       17
<PAGE>

salary. In addition, each such officer is entitled to approximately two weeks of
paid  vacation  and  is  covered  under  the  Company's  health  and  disability
insurance.  Mr.  Perry's  agreement  currently  provides for an annual salary of
$75,000,  and Mr. Micek's agreement  currently  provides for an annual salary of
$90,000.




                                       18
<PAGE>

                                   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, on November 27 , 1995.

U.S. ELECTRICAR, INC.

By:  /s/ Roy Y. Kusumoto
     ----------------------------------------------
     Roy Y. Kusumoto, Chief Executive Officer,
     President, and Acting Chief Financial Officer

<TABLE>
     Pursuant to the requirements of the Securities  Exchange  Act of 1934, this
report has been signed by the following  persons on behalf of the registrant and
in the capacities and on the date indicated.

<CAPTION>
Signature                              Title                                    Date
---------                              -----                                    ----
<S>                                    <C>                                      <C>
                                                  
/s/ Roy Y. Kusumoto                    President, Chief Executive Officer,      November 27, 1996
-----------------------------------    Acting Chief Financial Officer, and      -----------------
Roy Y. Kusumoto                        Director (Principal Executive Officer
                                       and Principal Financial and
                                       Accounting Officer)

/s/ Carl D. Perry*                     Executive Vice President and Director    November 27, 1996
-----------------------------------                                             -----------------
Carl D. Perry


/s/ James S. Miller*                   Director                                 November 27, 1996
-----------------------------------                                             -----------------
James S. Miller                                                             
                                                                            
                                                                            
/s/ Malcolm R. Currie, Ph.D.*          Director                                 November 27, 1996
-----------------------------------                                             -----------------
Malcolm R. Currie, Ph.D.                                                    
                                                                            
                                                                            
/s/ Edwin O. Riddell                  Director                                  November 27, 1996
-----------------------------------                                             -----------------
Edwin O. Riddell                                                            
                                                                            
                                                                            
/s/  David A. Ishag                   Director                                  November 27, 1996
-----------------------------------                                             -----------------
David A. Ishag                                                             

*By: /s/ Roy Y. Kusumoto
    -------------------------------
    Roy Y. Kusumoto, Attorney-in-Fact


                                       19

</TABLE>