8-K

 
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                             FORM 8-K


                          CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of Earliest Event Reported) July 27, 1995



             AMALGAMATED AUTOMOTIVE INDUSTRIES, INC.




   PENNSYLVANIA             1-6886         23-1716951

  (State or other    (Commission File   (IRS Employer
   jurisdictional     Number)            Identification Number)
   of incorporation
   or organization)



   POST OFFICE BOX 2441
   1731 SOUTH 19TH STREET, HARRISBURG, PENNSYLVANIA      17104
   (Address of principal executive offices)            (Zip Code)



Registrant's telephone number, including area code    717/939-7893




                            NO CHANGE

  (Former name or former address, if changed since last report)



















 Item 5.  Other Events

     (a)  Second Amendment to Forbearance Agreement with Provident Bank of
          Maryland

     As reported most recently in the Issuer's Current Report on Form 8-K, dated
July 10, 1995, the Issuer has maintained a revolving line of credit with
Provident Bank of Maryland ("Provident") since May 1992.  Under the original
loan agreement, the Issuer was allowed to borrow up to $2,000,000 and at April
30, 1995, the Issuer had utilized the credit facility to the extent of
$1,877,000.  The line of credit is collateralized by accounts receivable,
inventory, equipment, and working fund accounts maintained at the bank.  The
agreement provides, among other things, for maintenance of working capital above
$750,000 and tangible net worth above $500,000, the meeting of certain
performance ratios and cash flows (as defined in the agreement).

     In the Management's Discussion and Analysis Section of its Annual Report on
Form 10-KSB for the 12 months ended October 31, 1994, the Issuer reported that
although it was in default of certain ratio and cash flow requirements under its
line of credit agreement, Provident had agreed to waive its rights and remedies
allowed per the loan agreement as of October 31, 1994, but as a condition for
the waiver, the loan interest rate under the loan agreement had been increased
from 2% to 4% per annum above the bank's prime rate effective January 9, 1995.

     As reported in the Issuer's Current Report on Form 8-K, dated April 28,
1995, Provident, by letter received April 28, 1995, advised that it was the
bank's intent for the Issuer to repay or replace Provident's credit facilities
by no later than June 1, 1995.  The Issuer also reported that it had engaged a
firm to provide consulting services to include such matters as the structuring
of financing alternatives, preparation of financial and marketing presentations
and making inquiries within the industry regarding interest in the possible
acquisition of the Company's stock or assets.  The Issuer further reported that
management, with the assistance of the consulting firm, was in the process of
seeking alternative financing arrangements to replace Provident's credit
facilities at the earliest opportunity, but was uncertain whether it could be
accomplished by June 1, 1995.  It was also reported that the Issuer had received
some expressions of interest in the possible purchase of its shares or a
substantial portion of its assets and had commenced discussions of a preliminary
nature with firms expressing an interest and that Shareholders had been advised
that management would consider legitimate proposals and, if they merit it, make
a recommendation regarding same to Shareholders.

     By letter dated June 1, 1995, Provident demanded the immediate and full
repayment of all sums outstanding under the Issuer's revolving line of credit
loan agreement.  On June 5, 1995, the Issuer and Provident entered into a
Forbearance Agreement ("Forbearance Agreement") which was attached to the April
30, 1995 Form 10-QSB as Exhibit No.(10.9), whereby Provident agreed to forbear
from the immediate exercise of its enforcement and collection rights until 5:00
p.m. on June 30, 1995 and to continue to advance funds under the revolving
credit line as modified by the Forbearance Agreement.  Under the terms of the
Forbearance Agreement, all payments received on the Issuer's accounts and
receivables and all payments received as a result of the sale or other
disposition of the Issuer's inventory were paid to Provident and applied to
reduce the sums owed by the Issuer to Provident.  In addition, the original
$2,000,000 revolving line of credit was modified and the aggregate allowable
principal amount outstanding reduced by $37,500 weekly to $1,824,500 for the
week ended June 30, 1995.

     As reported in the Issuer's Current Report on Form 8-K, dated July 10,
1995, the Issuer and Provident, on June 30, 1995, agreed to an Amendment to the
Forbearance Agreement, whereby Provident agreed to continue to forbear until
5:00 p.m. on July 31, 1995, to continue to advance funds under the revolving
credit line and to increase the credit line as reduced by the Forbearance
Agreement from $1,824,500 to $1,862,000 for the period July 1, 1995 to the
amended Date of Termination on July 31, 1995.  Except as specifically modified,
all other terms and provisions of the Forbearance Agreement remained in effect.

     As of July 27, 1995, the Issuer and Provident agreed to a Second Amendment
to the Forbearance Agreement, whereby Provident agreed to continue to forbear
until 5:00 P.M. on August 31, 1995 and the parties agreed that all other terms
and provisions of the Forbearance Agreement as previously amended would remain
in full force and effect.  For a full and complete description and understanding
of the terms and conditions of the Second Amendment to the Forbearance
Agreement, reference should be made to the agreement which is attached hereto as
Exhibit No. (10.11).

     The Issuer has continued to actively seek a replacement credit facility and
has received a proposal from one lending institution and has an application
pending with another lending institution which has recently completed its due
diligence audit of the Issuer.  The Issuer has also received expressions of
possible interest in the purchase of the Issuer's shares and/or assets, and
recently (August 8, 1995) received a conditional proposal which is neither
legally binding nor an agreement to enter into an agreement, whereby the Issuer
might be merged through an exchange of stock.  Management is presently reviewing
the matter but has not yet determined whether it merits further pursuit,
including presentation to shareholders.

     (b)  Resignation of Treasurer and Election of Controller

     On July 18, 1995, Nick J. Chacanias was named Controller of the Issuer
following the resignation of Timothy L.  McMasters as Treasurer.  Prior to his
election as an officer of the Issuer, Mr.  Chacanias was Controller of Singers
Athletic Wear, Harrisburg, Pennsylvania from September, 1991 to July, 1995,
where his responsibilities included preparation of financial statements, cash
management, budgeting forecast, taxation for federal and state purposes,
supervision of a staff of 24 employees including sales, production, and
receiving departments for two locations, conversion of a manual accounting
system to a computerized accounting system, and utilization of Lotus 1-2-3,
Microsoft and Peachtree accounting packages.  Prior thereto, Mr.  Chacanias was
a Tax Accountant in Coopers and Lybrand's Harrisburg, Pennsylvania office from
September, 1989 to September, 1991 and a teacher in the Tinton Falls, New Jersey
School System from September, 1985 to June, 1989.  Mr.  Chacanias holds a B.S.
Degree in education from William Paterson College, Wayne, New Jersey.  Mr.
Chacanias was also a student in Kean College, Union, New Jersey's Business
Administration Program where he concentrated in accounting.





























                             SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                         AMALGAMATED AUTOMOTIVE INDUSTRIES, INC.
                                        (Registrant)


Date: August 10, 1995    /s/ Kurt J. Myers
                         Kurt J. Myers
                         President and Chief Executive Officer

EX-99

                      SECOND AMENDMENT TO FORBEARANCE AGREEMENT
                      -----------------------------------------


         THIS AMENDMENT TO FORBEARANCE AGREEMENT ("AMENDMENT") is made
         as of July 27, 1995 by and between AMALGAMATED AUTOMOTIVE
         INDUSTRIES, INC., a Pennsylvania corporation, ACME AUTO
         PARTS, INC., a Pennsylvania corporation, LAM CORPORATION, a
         Pennsylvania corporation and TALMENS PROPERTIES, INC., a
         Pennsylvania corporation (collectively, "BORROWER") and
         PROVIDENT BANK OF MARYLAND, a Maryland banking corporation
         ("LENDER").

                                    RECITALS
                                    --------

             Pursuant to the terms and provisions of a Loan and
         Security Agreement between the LENDER and the BORROWER dated
         May 7, 1992 ("LOAN AGREEMENT"), the LENDER provided to the
         BORROWER a revolving line of credit ("REVOLVER") as evidenced
         by a promissory note dated May 7, 1992 from the BORROWER to
         the order of the LENDER in the stated principal amount of Two
         Million Dollars ($2,000,000.00) ("DEMAND NOTE").

             Pursuant to the terms and provisions of the LOAN
         AGREEMENT and the DEMAND NOTE all sums outstanding under the
         REVOLVER are due and payable in full on the demand of the
         LENDER.  The BORROWER defaulted under the terms of the LOAN
         AGREEMENT and pursuant to the terms of a letter dated June 1,
         1995, the LENDER demanded the immediate and full repayment of
         all sums outstanding under the REVOLVER.

             The BORROWER was unable to repay the sums due under the
         REVOLVER and requested that the LENDER forbear from
         immediately exercising its enforcement and collection rights
         against the BORROWER and the collateral securing the
         obligations of the BORROWER to the LENDER and also requested
         that the LENDER continue to advance proceeds of the REVOLVER
         to the BORROWER.

             In accordance with the terms and provisisons of a
         Forbearance Agreement dated June 5, 1995 by and between the
         BORROWER and the LENDER, as amended by and Amendment To Forbearance 
         Agreement dated June 30, 1995 (collectively, "FORBEARANCE AGREEMENT"), 
         the LENDER agreed: (a) to forbear from the exercise of its enforcement
         and collection rights against the BORROWER until 5:00 p.m.
         on July 31, 1995; and (b) continue to advance proceeds of the
         REVOLVER to the BORROWEER, subject to the limitations
         contained in the LOAN AGREEMENT and the FORBEARANCE
         AGREEMENT, until 5:00 p.m. on July 31, 1995.

             The BORROWER has requested an extension to the
         FORBEARANCE AGREEMENT so that the lender would continue to
         forbear and advance proceeds of the REVOLVER after July 31,
         1995.  The LENDER is willing to consent to the BORROWER'S
         request subject to the terms and provisions of this
         AMENDMENT.










             NOW, THEREFORE, for good and valuable consideration, the
         receipt and adequacy of which are hereby acknowledged, the
         parties agree as follows:

             Section 1.  RECITALS.  The parties acknowledge the
         accuracy of the Recitals to this AMENDMENT and agree that the
         Recitals are hereby incorporated into this AMENDMENT and made
         a part hereof.

             Section 2.  AMENDENT TO FORBEARANCE AGREEMENT. Subsection 3.1 of 
         the FORBEARANCE AGREEMENT, as previously amended, is hereby amended by 
         deleting the "July 31, 1995" and substituting in lieu thereof the date
         "August 31, 1995."
        
             Section 3.  OTHER TERMS. Except as specifically modified
         herein,  all other terms and provisions of the FORBEARANCE AGREEMENT,
         as previously amended, remain in full force and effect and are hereby 
         ratified and confirmed.

             Section 4.  INCORPORATION.  The terms, provisions and
         agreements of the FORBEARANCE AGREEMENT are hereby
         incorporated herein by reference and made a part hereof.

             Section 5.  FEES AND EXPENSES.  The BORROWER shall pay
         all of the reasonable fees, costs, and expenses, including
         the LENDER'S reasonable counsel fees and expenses, in
         connection with the preparation and negotiation of this
         AMENDMENT.  The BORROWER hereby authorizes the LENDER to
         debit the BORROWER'S account with the LENDER to make payment
         of all such fees, costs and expenses.

             Section 6.  FINAL AGREEMENT.  This AMENDMENT, the
         FORBEARANCE AGREEMENT and the LOAN DOCUMENTS (as that term is
         defined in the FORBEARANCE AGREEMENT) contain the final
         entire agreement of the parties and shall be binding upon and
         in order to the benefit of the parties hereto and their
         respective successors and assigns.











             Section 7.  GOVERNING LAW.  The performance and
         construction of this AMENDMENT shall be governed by the laws
         of the State of Maryland.

             Section 8.  AMENDMENT.  Any further amendment of the
         FORBEARANCE AGREEMENT must be in a writing executed by all
         other parties hereto.

             Section 9.  TIME OF THE ESSENCE.  Time is of the essence
         with respect to all aspects of the FORBEARANCE AGREEMENT, as
         amended by this AMENDMENT.

             Section 10.  JURISDICTION.  The BORROWER consents to the
         jurisdiction of any of the courts of the state of Maryland as
         to any issues related to the FORBEARANCE AGREEMENT as
         modified by this AMENDMENT, including the validity,
         enforceability and interpretation hereof, which require
         judicial resolution.

             Section 11.  DELIVERY BY TELEFACSIMILE.  This AMENDMENT
         may be delivered by telefacsimile and a telefacsimile of any
         party's signature hereto shall constitute an original
         signature for all purposes.

             Section 12.  WAIVER OF JURY TRIAL.  The BORROWER agrees
         that any suit, action or proceeding, whether claim or
         counterclaim brought or instituted by any party to the
         FORBEARANCE AGREEMENT or by of its heirs, successors or
         assigns, on or respect to the FORBEARANCE AGREEMENT, as
         amended by this AMENDMENT, or any of the LOAN DOCUMENTS, or
         which in anyway related directly or indirectly to the
         obligations of the BORROWER to the LENDER under the REVOLVER
         or the dealings of the parties with respect thereto, shall be
         tried only by a court and not by a jury.  The BORROWER
         expressly waives any right to a trial by jury in any such
         actions or proceedings.

             IN WITNESS WHEREOF, the parties have executed this
         AMENDMENT with the specific intention of creating a document
         under seal.

         WITNESS/ATTEST:            BORROWER:

                                    AMALGAMATED AUTOMOTIVE INDUSTRIES,
                                    INC., A Pennsylvania Corporation

         /s/ Nick J. Chacanias      By: /s/ Kurt J. Myers     (SEAL)
         ------------------------       ----------------------
         Controller                     Name: Kurt J. Myers
                                        Title: President/CEO
















                                    ACME AUTO PARTS, INC.,
                                    A Pennsylvania Corporation


         /s/ Nick J.Chacanias       By: /s/ Kurt J. Myers     (SEAL)
         ------------------------       ----------------------
         Controller                     Name: Kurt J. Myers
                                        Title: President/CEO








                                    LAM CORPORATION,
                                    A Pennsylvania Corporation

         /s/ Nick J. Chacanias       By: /s/ Kurt J. Myers     (SEAL)
         ------------------------       ----------------------
         Controller                     Name: Kurt J. Myers
                                        Title: President/CEO


                                    TALMENS PROPERTIES, INC.,
                                    A Pennsylvania Corporation

         /s/ Nick J. Chacanias      By: /s/ Kurt J. Myers     (SEAL)
         ------------------------       ----------------------
         Controller                     Name: Kurt J. Myers
                                        Title: President/CEO


                                    LENDER:

                                    PROVIDENT BANK OF MARYLAND,
                                    A Maryland Banking Corporation

         /s/ Jo Ellen Kaufman       By: Thomas B. Freeze      (SEAL)
         --------------------           ----------------------
                                        Name: Thomas B. Freeze
                                        Title: Vice President