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, 1997

                         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  October  23,  1997  was  $5,110,000.  For  purposes  of  this
calculation  only,  (i) shares of Common Stock and Series A Preferred  Stock are
deemed to have a market value of $0.085 per share,  and the Series B Convertible
Preferred  Stock is deemed to have a market  value of $0.57 per share,  based on
the  average of the high bid and low ask  prices of the Common  Stock on October
23, 1997, and (ii) each of the executive officers, directors and persons holding
5% or more of the outstanding  Common Stock (including  Series A Preferred Stock
and Series B Convertible  Preferred Stock on an as converted basis) is deemed to
be an affiliate.

The number of shares of Common  Stock  outstanding  as of October  23,  1997 was
151,205,668.


<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,  1997,  originally  filed by the
Registrant  on October 29,  1997,  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 1997 ANNUAL REPORT

                                TABLE OF CONTENTS

                                    PART III

Item 10. Directors and Executive Officers of the Registrant                    4

Item 11. Executive Compensation                                                6

Item 12. Security Ownership of Certain Beneficial Owners and Management        9

Item 13. Certain Relationships and Related Transactions                       11


SIGNATURES                                                                    13



                                       3


<PAGE>

                                    PART III


Item 10.     Directors and Executive Officers of the Registrant

         The following table sets forth certain  information with respect to the
Directors and executive officers of the Company:

================================================================================
Name                                 Age             Position
--------------------------------------------------------------------------------
Carl D. Perry                        65              Chairman of the Board and 
                                                     Chief Executive Officer
--------------------------------------------------------------------------------
Don Kang                             43              President, Chief Operating 
                                                     Officer and Director
--------------------------------------------------------------------------------
Malcolm R. Currie, Ph.D. (1)         70              Director
--------------------------------------------------------------------------------
James S. Miller (1)                  62              Director
--------------------------------------------------------------------------------
Edwin O. Riddell (2)                 55              Director
--------------------------------------------------------------------------------
David A. Ishag (1) (2)               30              Director
--------------------------------------------------------------------------------
Donald H. Dreyer                     61              Director
================================================================================

(1)      Member of the Compensation Committee.
(2)      Member of the Audit Committee.


         Carl D. Perry,  Chairman of the Board and Chief Executive Officer.  Mr.
Perry  served as a Director and as an  Executive  Vice  President of the Company
from July 1993 until  November  1997. In November 1997, Mr. Perry was elected as
Chairman  of the Board and Chief  Executive  Officer  of the  Company.  Prior to
joining  the  Company,  he  was  an  international   aerospace  and  finanancial
consultant,  from 1989 to July 1993.  From 1984 until 1988,  Mr. Perry served as
Executive  Vice  President  of  Canadair  Ltd.,   Canada's   largest   aerospace
corporation,  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.

         Don C. Kang, President,  Chief Operating Officer and Director. Mr. Kang
was elected as a Director of the Company in November  1997.  Mr. Kang joined the
Company as Vice  President  of  Engineering  in October  1996,  when the Company
acquired  Systronix  Corporation.  From 1994 to October 1996, Mr. Kang served as
the President of Systronix  Corporation.  From 1979 to 1990,  Mr. Kang served in
several  capacities with Hughes Aircraft Company,  including  Technical Manager.
From 1990 to 1994,  Mr. Kang served as Project  Manager of Hughes Power  Control
Systems.

         Malcolm R. Currie, Ph.D., Director. Dr. Currie has served as a Director
of the  Company  since  March  1995.  Since  1994,  he has served as Chairman of
Electric  Bicycle  Co., a developer of electric  bicycles.  From 1986 until July
1992,  Dr.  Currie  served as  Chairman  and Chief  Executive  Officer of Hughes
Aircraft  Co. 

                                       4

<PAGE>

(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.

         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 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.

         Donald H. Dreyer.  Mr.  Dreyer was elected a Director of the Company in
January  1997.  Mr.  Dreyer is  President  and CEO of Dreyer & Company,  Inc., a
consultancy in credit,  accounts receivable and insolvency  services,  which was
established  in 1990.  Mr.  Dreyer has served as Chairman of the Board of Credit
Managers Association of California during the 1994 to 1995 term and continues to
serve as a member of the Advisory Committee of that organization.  Mr. Dreyer is
currently the co-Chair of the Creditors Committees' Subcommittee of the American
Bankruptcy  Institute and is a member of the Western Advisory Committee of Dun &
Bradstreet, Inc.

Relationships Among Directors or Executive Officers

         There  are no  family  relationships  among  any of  the  Directors  or
executive officers of the Company.

                                       5

<PAGE>


Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the Exchange Act  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.

         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 1997, all Reporting  Persons  complied with all applicable  filing
requirements.

Item 11.     Executive Compensation

Summary Compensation Table
<TABLE>
         The following table sets forth all compensation earned by the Company's
Chief  Executive  Officer and former 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, 1997,  1996 and
1995 (collectively, the "Named Executive Officers"):
<CAPTION>

                                 Summary Compensation Table

Name and Principal Position                                   Annual Compensation
---------------------------             --------------------------------------------------------
<S>                                     <C>         <C>          <C>      <C>    
                                                                                Long-Term
                                                                                ---------
                                        Year                               Compensation Awards
                                        ----                              ----------------------
                                                                                Securities
                                                                                Underlying
                                                    Salary      Bonus          Options/SARs
                                                      ($)        ($)               (#)
                                                    ------      -----          ------------

Roy Y. Kusumoto(1)                      1997        50,000       --                --
Former Chief Executive Officer          1996        50,000       --                --
  and President                         1995        13,461       --           10,002,000(2)


Carl D. Perry(3)                        1997        75,000       --                --
Chief Executive Officer                 1996        75,000       --                --
                                        1995        75,000       --                --
<FN>

-----------------------------
(1)       Mr. Kusumoto  became Chief  Executive  Officer of the Company in April
          1995 and ceased to be a Director or officer of the Company in November
          1997.  Salary in 1995 was paid for the  period  from  April  17,  1995
          through July 31, 1995.

(2)       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.

(3)       Mr.  Perry was elected as Chief  Executive  Officer in November  1997.
          Amounts paid to Mr. Perry for all periods shown were paid to Mr. Perry
          as an Executive  Vice President of the Company.  Mr.  Perry's  current
          salary is $50,000 per year.
</FN>
</TABLE>
                                               6

<PAGE>


Option/SAR Grants

         No grants of stock options or stock  appreciation  rights ("SARs") were
made during fiscal 1997 to the Named Executive Officers.

Option Exercises and Option Values

<TABLE>
         The following table sets forth information  concerning option exercises
during 1997, and the aggregate value of unexercised options as of July 31, 1997,
held by each of the Named Executive Officers:

<CAPTION>
                                             Aggregated Option/SAR Exercises in 1997
                                                and Option Values at July 31, 1997

                                                             Number of Securities
                                 Aggregate                  Underlying Unexercised           Value of Unexercised
                                Option/SAR                      Options/SARs at             In-the-Money Options at
                             Exercises in 1997                   July 31, 1997                 July 31, 1997 (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)          $ --             $ --

Carl D. Perry                --             --              852,000      348,000              $ --             $ --
<FN>

-----------------------------
(1)    Calculated on the basis of the average of the high bid and low ask prices
       of the  Common  Stock on July 31,  1997 of $0.265  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 or Form  10-K,  if  applicable  (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 was the Chief Executive Officer of the Company
       at such time.
</FN>
</TABLE>


Compensation of Directors

         Directors  of the  Company do not receive  any  compensation  for their
services as Directors.  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

                                       7


<PAGE>

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  average 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 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 18, 1997,  20,000  options had been granted and remained
outstanding under the Director Option Plan.

Employment Agreements

         Carl Perry,  Chairman of the Board and Chief Executive Officer,  had an
employment  agreement pursuant to which he served as an Executive Vice President
of the Company, which employment agreement ended on December 31, 1996. Mr. Perry
continues as an "at will" employee with the Company.

Compensation Committee Interlocks and Insider Participation

         The  Compensation  Committee  currently  consists  of  Dr.  Currie,  as
Chairman,  and Messrs.  Miller and Ishag,  each of whom served as members of the
Compensation Committee during all of fiscal 1997.

                                       8


<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 October 31, 1997, (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 Named Executive Officers listed in the
Summary  Compensation  Table  above,  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                                      51,789,122 (4)                         31.29%              29.08%
 2-5-1, Kita-Aoyama 2-chome,
 Minato-ku, Tokyo
 107-77, Japan

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

 Gerlach & Co.                                               10,731,507                          7.10%               6.55%
 c/o Citibank N.A.
 111 Wall Street, 8th Floor
 New York, NY  10043

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

 Citibank N.A.                                               43,508,314                         28.77%              26.57%
 111 Wall Street, 8th Floor
 New York, NY  10043

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

 Fontal International Ltd.                                13,499,999(5)                          8.20%               7.62%
 9 Quai des Bergues
 Geneva, Switzerland

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

 Hyundai Motor Company                                        8,400,000                          5.56%               5.13%
 140-2 Kye-Dong, Chongro-Ku
 Seoul, 110-793 Korea

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

 Hyundai Electronics Industries                               3,600,000                          2.38%               2.20%
 San 136-1, Ami-ri, Bubal-eub, Ichon-si
 Kyoungki-do, 467-701 Korea

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

 Roy Y. Kusumoto                                          2,002,000 (6)                          1.31%               1.21%

 --------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   9


<PAGE>

<TABLE>

 --------------------------------------------------------------------------------------------------------------------------
<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>

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

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

 Carl D. Perry                                              912,500 (8)                              *                   *

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

 Malcolm R. Currie                                            3,000 (9)                              *                   *

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

 Edwin O. Riddell                                            3,000 (10)                              *                   *

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

 Don C. Kang                                              3,126,667(11)                          2.03%               1.87%

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

 David A. Ishag                                              1,000 (12)                              *                   *

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

 Donald H. Dreyer                                                     0                              *                   *


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

 All Directors and executive officers                   10,378,626 (13)                          6.42%               5.96%
 as a group (11 persons)

 --------------------------------------------------------------------------------------------------------------------------
<FN>
*      Indicates less than 1%

(1)    Number of Common Stock shares includes Series A Preferred Stock, Series B
       Preferred  Stock 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 October 31, 1997.

(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;
       (iii) the Series B Preferred  Stock owned by such  shareholder;  and (iv)
       Common Stock issuable pursuant to warrants, options and other convertible
       securities  exercisable or convertible by such  shareholder  within sixty
       (60) days after October 31, 1997.

(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;  (iii)
       the total  Series B Preferred  Stock  outstanding;  and (iv) Common Stock
       issuable pursuant to warrants,  options and other convertible  securities
       exercisable  or convertible  by such  shareholder  within sixty (60) days
       after October 31, 1997. 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 and Series B Preferred  Stock are  entitled to
       vote together with the Common Stock as a single class on certain  matters
       to be voted upon by the shareholders.

(4)    Includes  14,333,333  shares of Common Stock issuable upon  conversion of
       convertible debt in the amount of $4,300,000 plus accrued interest,  at a
       conversion price of $0.30 per share.
                                       10

<PAGE>

(5)    Includes (i) 2,666,667 shares of Common Stock issuable upon conversion of
       convertible  debt in the amount of $800,000 plus accrued  interest,  at a
       conversion price of $0.30 per share, and (ii) 10,833,332 shares of Common
       Stock issuable pursuant to warrants.


(6)    Includes (i) 2,000,000 shares of Common Stock issuable  pursuant to stock
       options  exercisable at a price of $0.40 per share;  (ii) 1,000 shares of
       Common Stock issuable pursuant to stock options exercisable at a price of
       $2.97 per share; and (iii) 1,000 shares of Common Stock issuable pursuant
       to stock options exercisable at a price of $6.67 per share.

(7)    Includes  10,000  shares  of  Common  Stock  issuable  pursuant  to stock
       options.  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  912,000  shares  of Common  Stock  issuable  pursuant  to stock
       options exercisable at a price of $0.30 per share.

(9)    Includes 3,000 shares of Common Stock issuable pursuant to stock options.
       Dr. Currie has declined acceptance of these options.

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

(11)   Includes  3,126,667  shares of Common  Stock  issuable  pursuant to stock
       options.

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

(13)   Includes  10,257,667  shares of Common Stock  issuable  pursuant to stock
       options exercisable at prices ranging from $0.30 to $6.67 per share.
</FN>
</TABLE>


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 August 1, 1996.

Transactions with Secured Creditors and Others:

Gerlach & Co.

         As of  August  1996,  Gerlach & Co.,  a  principal  shareholder  of the
Company,  held  $3,000,000 in principal  amount of Series S Secured  Convertible
Bonds ("Series S Bonds"). The Series S Bonds were convertible at the election of
either  Gerlach & Co. or Itochu  Corporation  ("Itochu")  into  shares of Common
Stock at a conversion  price of $0.30 per share and had a maturity date of March
1997.  In March 1997,  the Series S Bonds and $219,000 of accrued  interest were
converted  into  10,732,000  shares of common  stock at $0.30 per share,  at the
election of Itochu.

Itochu Corporation

         As of August 1996,  there was $3,000,000 of debt outstanding to Itochu,
a  principal  shareholder  of  the  Company,  pursuant  to a  Supplemental  Loan
Agreement.  The debt is  convertible  at the election of Itochu at any 

                                       11

<PAGE>

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.  The maturity  date of the debt was April 1997. In
April 1997, the maturity date was extended to April 1998.

         During the period  from  October  1996 to  November  1996,  the Company
borrowed  $472,404 from Itochu under several short term  convertible  promissory
notes.  During this same period,  convertible  promissory notes in the amount of
$322,404 were repaid, leaving convertible promissory notes payable in the amount
of $150,000.

         During the period  from  December  1996 to February  1997,  the Company
borrowed $1,300,000 from Itochu under a Supplemental Loan Agreement the terms of
which include the interest rate of 10% per annum, is due in December 1997 and is
convertible into the Common Stock of the Company at $0.30 per share.

Fontal International, Ltd. ("Fontal")

         In May  1996,  the  Company  issued  8,333,332  warrants  to  Fontal in
exchange for services performed. The warrants are exercisable at $0.30 per share
for an equal number of shares of Common Stock,  and originally were to expire on
May 1,  1997;  however,  the  Company  has  agreed to  extend  the term of these
warrants.  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  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 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 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.

         During  the period  from  August  1996 to April  1997,  $1,350,000  was
received  from  Fontal for the  issuance  of  unsecured  convertible  bonds.  In
connection  with the  acquisition of Systronix  Corporation in October 1996, the
Company assumed $800,000 of unsecured  convertible debt to Fontal.  During 1997,
$300,000 in equity was  reclassified  as unsecured  convertible  debt to Fontal.
Repayments  were  made to  Fontal  on the  convertible  bonds in the  amount  of
$1,150,000,  and $500,000 of the assumed  debt was  converted to common stock at
the rate of $0.30 per share.  The  outstanding  amount of unsecured  convertible
bonds held by Fontal at the end of 1997 was $800,000.

         The Company believes that the 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.

                                       12

<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 18, 1997.

U.S. ELECTRICAR, INC.

By:  /s/ Carl D. Perry
     ----------------------------------
     Carl D. Perry, Chief Executive Officer and Chairman of the Board


By:  /s/ Barrett R. Woodruff
     ----------------------------------
     Barrett R. Woodruff, Chief Financial Officer and 
     Principal Accounting 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/ Carl D.Perry                        Chief Executive Officer and Chairman          November 21, 1997
------------------------                of the Board (Principal Executive             -----------------
Carl D. Perry                           Officer)

/s/ Don C. Kang                         President, Chief Operating Officer            November 21, 1997
------------------------                and Director                                  -----------------
Don C. Kang                                                                                                              
                                                                                
/s/ James S. Miller                     Director                                      November 21, 1997
------------------------                                                              -----------------
James S. Miller                                                                 
                                                                                
                                                                                
                                        Director                                     
------------------------                                                              -----------------
Malcolm R. Currie, Ph.D.                                                        
                                                                                
                                                                                
                                        Director                                     
------------------------                                                              -----------------
Edwin O. Riddell                                                                
                                                                                
/s/ David A. Ishag                      Director                                      November 21, 1997
------------------------                                                              -----------------
David A. Ishag                                                                  
                                                                                
/s/ Donald H. Dreyer                    Director                                      November 21, 1997
------------------------                                                              -----------------
Donald H. Dreyer                                                                
</TABLE>
                                                                                
                                                       13