SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549

                                FORM 10-K/A
                            Amendment No. 1 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 10.  Directors and Executive Officers of the Registrant
    Item 11.  Executive Compensation
    Item 12.  Security Ownership of Certain Beneficial Owners and Management
    Item 13.  Certain Relationships and Related Transactions

     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 27, 1998                     MICRO GENERAL CORPORATION
                                   By:    /s/ Linda Morton                  
                                      --------------------------
                                        Linda Morton, Corporate Secretary
<PAGE>
Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                          ELECTION OF DIRECTORS

                               Proposal 1

     As of December 31, 1997, the Company's Board of Directors consisted
of Messrs. Cahill, Foley, Olenik, Pickup, Pistilli, and Strunk.  Certain
information concerning the current Board of Directors is set forth
below.
<TABLE>
<CAPTION>
       Director               Principal Occupation                        Age
       --------               --------------------                        ---
       <S>                    <C>                                         <C>
       John J. Cahill         Independent Consultant                       65

       William P. Foley, II   Chairman of the Board and                    53
                              Chief Executive Officer
                              of Fidelity National Financial, Inc.

       George E. Olenik       President and Chief Executive                66
                              Officer of Pick Systems                     

       Richard H. Pickup      Senior Vice President                        62
                              Wedbush Morgan Securities

       Thomas E. Pistilli     President, Chief Executive Officer,          55
                              Chief Financial Officer and Director
                               of the Company

       Carl A. Strunk         Executive Vice President,                    60
                              Chief Financial Officer 
                              of CKE Restaurants, Inc.
</TABLE>

JOHN J. CAHILL

  Mr. Cahill has served as a director of the Company since February
1995.  He served as President and CEO of Rockaway Corporation (a New
York Stock Exchange company prior to its acquisition by Ascom/Hasler)
from 1974 to 1989. On April 1, 1998, Mr. Cahill resigned from the Board
of Directors.

WILLIAM P. FOLEY, II

  Mr. Foley has served as a director of the Company since June 1994.  He
is  the Chairman of the Board  and Chief Executive Officer of Fidelity
National Financial, Inc. and has been  since its formation in 1984.  He
was President of Fidelity National Title Insurance Company ("Fidelity
Title") 1984 through December 1994.   Mr. Foley is also currently serving
as the Chairman of the Board and Chief Executive Officer of CKE
Restaurants, Inc., Rally's Hamburgers, Inc., Star Buffet, Inc., GB Foods,
and Checkers Drive-In Restaurants Inc. Mr. Foley is also currently 
serving as a director at Dataworks Corporation.

GEORGE E. OLENIK

  Mr. Olenik has served as a director of the Company since December
1989. Mr. Olenik is currently the CEO of Pick Systems Inc., Irvine,
California.   Prior to joining Pick Systems Inc. he served as an analyst
consultant for Inco Venture Capital Management.  He formerly served as
President and board member of Micro Five Corp., Costa Mesa, California.

RICHARD H. PICKUP

  Mr. Pickup was appointed to the board in December 1996.  Mr. Pickup is
currently a Senior Vice President of the New York Stock Exchange Member
Firm of Wedbush Morgan Securities.  For the past 35 years, he has been
involved with major ownership of numerous public companies.

THOMAS E. PISTILLI

  Mr. Pistilli has served as the President, Chief Executive Officer,
Chief Financial Officer, and Director since November 1994.  Prior to
joining the Company Mr. Pistilli served as a management consultant to
the Company for approximately two years.  Mr. Pistilli is the former
President and CEO of International Mailing Systems, Inc. (Ascom/Hasler),
Shelton Connecticut, where he served in that capacity for 11 years.  Mr.
Pistilli, a Certified Public Accountant, was previously employed by KPMG
Peat Marwick LLP for 7 years.

CARL A. STRUNK

  Mr. Strunk has served as a director of the Company since June 1994. 
Since February 1997, Mr. Strunk has been Executive Vice-President and
Chief Financial Officer of CKE Restaurants, Inc.  Mr. Strunk joined
Fidelity National Financial, Inc. In February 1992 as Executive Vice-
President.  He was named Executive Vice-President and Chief Financial
Officer of Fidelity National Financial, Inc. in March 1992 and served in
this capacity until September 1997 when he became Executive Vice
President-Finance.  Prior to his employment with Fidelity National
Financial, Inc., Mr. Strunk was President of Land Resources Corporation
from 1986 to 1991.  Mr. Strunk is a Certified Public Accountant.

Structure and Function of the Board of Directors 

  During the last fiscal year, the Company's Board of Directors held a
total of 4 regular meetings or otherwise took action by written consent. 
The Board of Directors has no separate nominating or compensation
committees, but does have Audit and Stock Option Committees.  The Audit
Committee consults with the Company's independent auditors concerning
their engagement and audit plan, and thereafter concerning the auditor's
report and management letter.  The Audit Committee, with the assistance
of the independent auditors, also monitors the adequacy of the Company's
internal accounting controls.  Messrs. Cahill, Foley, Olenik, Pickup and
Strunk, none of whom is an employee of the Company, were members of the 
Audit Committee during fiscal 1997. During the last fiscal year, the Audit
Committee held 1 meeting.  The Stock Option Committee is appointed by
the Board of Directors.  During the last fiscal year, five of the
directors attended in excess of 75% of each of the meetings of the Board
and each committee, if any, of which he was a member. 

                              Key Employees

  In addition to Mr. Pistilli, the Company has 3 additional key
employees Robert F. Baker, John J. Horbal and Linda I. Morton. 

  Mr. Baker joined the Company as Vice President of Sales and Marketing
in January 1997.  Prior to joining the Company, Mr. Baker was a Vice-
President with Better Homes and Garden Real Estate since 1989.  Before
taking the position with Better Homes and Gardens Real Estate, Mr. Baker
also served in various senior sales management positions with
Ascom/Hasler, Scriptomatic, and Pitney Bowes.

  Mr. Horbal joined the Company as Vice President-Research & Development
in January 1995.   In June 1995, Mr. Horbal was named Vice President of
Engineering.  Prior to joining the Company, Mr. Horbal was with
Ascom/Hasler and Better Packages, Shelton, Connecticut, for 25 years
serving as Director of Engineering, Director of  Research and
Development, and Chief Engineer.
  
  Ms. Morton was elected Corporate Secretary in June 1991.  She joined
the Company in September 1983 and has served in various management
accounting positions.   She is currently serving as Controller of the
Company.
 
<PAGE>
Item 11.   Executive Compensation

REPORT OF THE BOARD OF DIRECTORS ON ANNUAL COMPENSATION

  The Board of Directors is composed of outside directors, with the
exception of the CEO, and is responsible for setting and administering
the policies which govern both annual compensation and stock ownership
programs.

  The annual compensation programs of the Company are based on
performance.  Micro General's employee annual compensation is comprised
of a base salary coupled with a management bonus and stock options the
amounts of which are determined based on the achievement of specific
goals.

  The Company adopted a management bonus plan for fiscal year 1997 which
provided for bonuses in the form of cash to be paid to officers and
other key employees of the Company based upon the fiscal year 1997
performance of the Company and each participant's individual
performance.  The Board determined that no management bonuses were to be
paid for fiscal 1997.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS 

                            Cash Compensation

  The following table sets forth certain information concerning the cash
renumeration paid by the Company to the CEO for services rendered during
the three most recent fiscal years.  No other executive officers of the
Company received cash compensation in excess of $100,000 during fiscal
year 1997.
<TABLE>
<CAPTION>
Name and
Principal          Fiscal                            Other 
Position           Year       Salary    Bonuses   Compensation    Total
----------------   ------   ----------  -------   ------------  ----------
<S>                  <C>    <C>           <C>      <C>          <C>
Thomas E. Pistilli   1997   $ 150,000     -0-      $   7,800    $ 157,800
President &          1996     150,000     -0-          7,800      157,800 
Chief Executive      1995     146,539     -0-          7,000      146,539
Officer
</TABLE>
-------------

  The Company during 1997 paid fees of $3,000 per meeting to all non-
employee directors for attending board meetings.  With the first meeting
in 1998, fees of $1,500 per meeting will be paid to all non-employee
directors for attending board meetings.
<PAGE>
Stock Performance

  Pursuant to recent SEC regulations, listed below is the performance of
the cumulative total return to shareholders (stock price appreciation)
during the previous 5 years in comparison to returns on the NASDAQ Stock
market index and Nasdaq Computer Manufacturers Stock index.

              COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
   AMONG MICRO GENERAL CORPORATION, NASDAQ STOCK MARKET (U.S. COMPANIES) AND
                    NASDAQ COMPUTER MANUFACTURERS STOCKS
                      [PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
                                                            NASDAQ
Measurment Period           MICRO       NASDAQ STOCK       COMPUTER
(Fiscal Year Covered)      GENERAL      MARKET (U.S.     MANUFACTURERS
 Peer Group              CORPORATION     COMPANIES)          ST0CKS
--------------------     -----------    ------------     -------------
<S>                      <C>            <C>              <C>
Measurement Pt-12/31/92  $100.0         $100.0           $100.0
FYE 12/31/93              124.4          114.8             94.8
FYE 12/31/94              151.1          112.2            104.1
FYE 12/31/95              106.7          158.6            195.2
FYE 12/31/96              124.4          195.2            220.0
FYE 12/31/97              102.6          239.6            266.3
</TABLE>
NOTES:
   A.  The lines represent annual index levels.
   B.  The index level for all series was set to $100.0 on 12/31/92.

<PAGE>

Stock Option Plans 

  In October 1981, the Company established its Incentive Stock Option
Plan (the "ISO Plan"), which was approved by the Company's shareholders
at the July 7, 1982 annual meeting of shareholders and amended and
restated by the Company's shareholders at the August 23, 1983, May 22,
1986, June 18, 1992 and May 8, 1995 annual meetings of shareholders. 
The ISO Plan provides for the granting of "incentive stock options"
(within the meaning of Section 422A of the Internal Revenue Code of
1986, as amended) to employees of the Company and is administered by the
Stock Option Committee (the "Option Committee"), which is appointed by
the Board.  The purpose of the ISO Plan is to provide employees with
additional incentive by offering them a greater interest in the
continued success of the Company through increased stock ownership.  The
1991 Stock  Plan ("1991 Plan")consists of 220,000 authorized shares of
Common Stock of the Company and will terminate on October 7, 2001 by its
terms and the 1995 Stock Option Plan ("1995 Plan") consists of 200,000
authorized shares of Common Stock of the Company and will terminate on
February 9, 2005.  Each option terminates on the fifth anniversary of
its grant or at such earlier time as the Option Committee may determine. 
The Option Committee makes recommendations to the Board, for its
approval, as to whom options are granted, the number of shares covered
by each option, the time or times at which such options are granted and
exercisable and the purchase price of Common Stock covered by the option
(which is not less than the fair market value of such stock on the date
of grant of such option).  The option holder must remain in the
continuous employ of the Company from the date of the grant to and
including the date of exercise or all or a portion of the options
granted, and no option is exercisable more than three months after
termination of an optionee's employment with the Company unless
termination of employment occurs by reason of disability or death.

  As of March 31, 1998, there were options outstanding under the 1991
and 1995 Plan in respect to an aggregate of 208,000 shares of Common
Stock with an average exercise price per share of $1.95 and there were
20 participants in the ISO Plan.  

                       STOCK OPTION SUMMARY REPORT
<TABLE>
<S>                                                                   <C>
Total Number of Common Shares Outstanding at March 31, 1996.......... 1,949,666
Total Number of Common Shares Authorized to be Granted as Options....   420,000
Percentage of Total Common Shares Outstanding Authorized.............  21.5%

Total Number of Options Granted to Date Under Current Authorization..   208,000
Percentage of Total Authorized.......................................   49.52%

Total Number of Options Granted in Fiscal 1997.......................   78,000
Total Number of Options Granted to Thomas Pistilli, CEO in Fiscal 1996    5,000
Percentage of Total Number of Options Granted to CEO in Fiscal 1996...  6.41%
</TABLE>

                           OPTION GRANT TABLE

                  Options Granted in Calendar Year 1997
<TABLE>
<CAPTION>
                                                                 Potential Realized
                                                                  Value at Assumed 
                                                                   Annual Rates of
                                                                     Stock Price 
                                                                    Appreciation
 |---------------Individual Grants-----------------------------| |---for Option Term--|
        (a)         (b)          (c)          (d)        (e)          (f)       (g)
                              % OF TOTAL    EXERCISE
                  OPTIONS   OPTIONS GRANTED OR BASE
                 GRANTED(#) TO EMPLOYEES IN  PRICE    EXPIRATION   
     NAME        (A)(B)(C)   CALENDAR YEAR   ($/SH)       DATE       5%($)     10%($)
--------------   ---------- --------------- --------  ----------   --------  ---------
<S>                <C>           <C>          <C>      <C>           <C>      <C>
T. Pistilli        5,000         6.41%        $1.31    8/26/2001     $1.38    $1.44
</TABLE>

(A)     All shares were granted under the Company's 1991 Incentive Stock Option 
        Plan which is administered by the Company's Stock Option Committee.
(B)     Options are exercisable starting 12 months after the grant date with 
        1/3 of the shares covered thereby becoming exercisable at that time and 
        with an additional 1/3 of the option shares becoming exercisable on 
        each successive anniversary date, with full vesting occurring on the 
        occurring on the third anniversary date.  Any unaccrued options 
        terminate when the grantee's relationship with the Company is terminated
        for any reason.
(C)     The options have an exercise term of 4 years, subject to earlier 
        termination in certain events related to termination of employment.

                OPTION EXERCISES AND YEAR-END VALUE TABLE

            Aggregate Option Exercises in CALENDAR Year 1997
                   and CALENDAR Year-End Option Value
<TABLE>
<CAPTION>
                                             NUMBER OF
                                            UNEXERCISED     VALUE OF UNEXERCISED 
                       SHARES               OPTIONS AT           IN-THE-MONEY
                     ACQUIRED ON   VALUE     12/31/97       OPTIONS AT 12/31/97
                      EXERCISE    REALIZED  EXERCISABLE/        EXERCISABLE/
    NAME                (#)       ($)(A)    UNEXERCISABLE       UNEXERCIABLE
------------------   ----------- ---------  -------------   --------------------
<S>                      <C>       <C>      <C>             <C>
Thomas E. Pistilli       -0-       -0-      38,000/24,000   ($36,625)/($17,488)
</TABLE>

(A) Market Value of shares acquired at exercise date minus the exercise price 
    of options.

<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. 751,216(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.

<PAGE>

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Micro General Corporation announced April 3, 1998 that its Board of
  Directors had approved a plan to acquire ACS Systems, Inc. a
  subsidiary of Fidelity National Financial, Inc. (NYSE:FNF). The
  transaction is valued at $6.9 million and will involve the issuance of
  approximately 4.6 million Micro General common shares, subject to a
  fairness opinion with respect to the value of such shares.  The
  transaction is also subject to a definitive agreement expected to be
  signed by early May 1998 and subsequent Micro General shareholder approval.