SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549

                                FORM 10-K/A
                            Amendment No. 2 to

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934  
For the fiscal year ended December 31, 1997    Commission File  No.0-8358

                         MICRO GENERAL CORPORATION
          (Exact name of registrant as specified in its charter)

            DELAWARE                             95-2621545
  (State or other jurisdiction         (I.R.S. Employer Identification No.)
  of incorporation or organization)

                          14711 Bentley Circle
                        Tustin, California 92780
           (Address of principal executive offices)(Zip Code)
                                    
   Registrant's Telephone Number, Including Area Code: (714) 731-0557
    Securities registered pursuant to Section 12(b) of the Act: None
       Securities registered pursuant to Section 12(g) of the Act:
                      Common Stock, $.05 par value

     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 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 [ X ]

     As of December 31, 1997, the aggregate market value of the voting stock
held by non-affiliates of the registrant was $985,052.  As of December 31,
1997, the registrant had 1,949,666 shares of common stock, $.05 par value
outstanding.

     The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, as set forth in the pages attached
hereto:

    Item 12.  Security Ownership of Certain Beneficial Owners and Management

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned thereunto duly authorized.

Dated:    April 28, 1998                     MICRO GENERAL CORPORATION
                                   By:    /s/ Linda Morton                  
                                      --------------------------
                                        Linda Morton, Corporate Secretary
<PAGE>

Item 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


                 PRINCIPAL HOLDERS OF VOTING SECURITIES 

   The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 20, 1998,
by (i) each of the current directors of the Company, (ii) by each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, and (iii) all current directors and executive
officers of the Company as a group.  Except as may be indicated in the
footnotes to the table, each of such persons has the sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, subject to applicable community property
laws. 
<TABLE>
<CAPTION>
                                    Amount and
                                    Nature of               Percent of
                                    Beneficial               Outstanding
   Name and Address                 Ownership of             Common 
   of Beneficial Owner              Common Stock (1)         Stock (2) 
-------------------------           ----------------        -------------
<S>                                 <C>                     <C>
  Mr. Thomas E. Pistilli            60,334(1)                3.1
     14711 Bentley Circle
     Tustin, CA 92780

  Fidelity National Financial, Inc. 731,216(2)(4)           38.5
     3916 State St., 3rd floor
     Santa Barbara, CA 93105

  Mr. William P. Foley, II.         741,216(2)(4)           38.0
     3916 State St., 3rd floor
     Santa Barbara, CA 93105

  Mr Carl A. Strunk.                741,216(2)(4)           38.0
     3916 State St., 3rd floor
     Santa Barbara, CA 93105

  Richard H. Pickup                 325,760(3)(4)           16.7
     500 Newport Center Dr #550
     Newport Beach, CA   92660

  Dito Devcar Corporation           189,500(3)               9.7
     3735 Howard Hughes Parkway #200
     Las Vegas, NV 89109

  Pickup Pension Plan                42,500(3)               2.2
     500 Newport Center Dr. #550
     Newport Beach, CA 92660

  Dito Devcar L.P.                   65,000(3)               3.3
     3735 Howard Hughes Parkway #200
     Las Vegas, NV 89109

  John J. Cahill                     11,000(5)               0.1
     1040 Gulf Blvd.
     Belleair Shore, FL 33786

  George E. Olenik                   10,000(6)               0.1
     2138 Port Durness
     Newport Beach, CA 92660                 

  All Officers and Directors      1,414,650(7)              72.6
     as a Group (9 persons)
</TABLE>

(1)  Represents 3,334 shares held of record and the right to acquire
       57,000 shares pursuant to presently exercisable options .

(2)  Represents 731,216 shares held of record by Fidelity National
       Financial, Inc.  Messrs. Foley and Strunk are the Chief Executive
       Officer and Executive Vice President-Finance respectively of
       Fidelity National Financial Inc and Messrs. Foley and Strunk each
       have the right to acquire 10,000 shares pursuant to presently
       exercisable options.

(3)  Represents 197,800 shares held of record by Mr. Pickup. 
       Additionally, 114,500 shares held of record by  Dito Devcar
       Corporation, 42,300 shares held by Pickup Pension Plan, and
       65,000 shares held by Dito Devcar LLP.  Mr. Pickup is affiliated
       or has direct control of the shares listed.

(4)  CalWest Service Corporation, a wholly owned subsidiary of
       Fidelity National Financial, and Dito Caree L.P.,a family
       charitable remainder trust controlled by Mr. Pickup,  have the
       right, but not the obligation to purchase and/or convert an
       aggregate of 448,146 and 896,292 shares respectively.  This right
       is defined in a Convertible Note Purchase agreement executed by
       both parties with the Company.

(5)  Represents 1,000 shares held of record and the right to acquire
       10,000 shares pursuant to presently exercisable options .

(6)  Represents  the right to acquire 10,000 shares pursuant to
       presently exercisable options .

(7)  Includes an aggregate of 125,000 shares which are not outstanding
       but which may be acquired on exercise of options held by officers
       and directors of the Company.  Does not include an aggregate of
       59,000 additional shares covered by stock options which are not
       currently, and within sixty days, will not be exercisable.