UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM 10-K/A
Amendment No. 1

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

For the fiscal year ended December 31, 1997

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

For the transition period from ___________ to ___________

Commission file number 1-13395

Sonic Automotive, Inc.
(Exact name of registrant as specified in its charter)

Delaware 5511 56-2010790
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)

5401 East Independence Boulevard
P.O. Box 18747
Charlotte, North Carolina 28212
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (704) 532-3320
-------------------------

Securities registered pursuant to Section 12(d) of the Act:

Name of each exchange
Title of each class on which registered
$.01 Par Value Class A Common Stock New York Stock Exchange
-------------------------

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. [X] Yes [ ] 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. [ ]

At March 23, 1998, the aggregate market value of the voting stock held by
non-affiliates was $80,937,500.

PART IV

Sequentially
Numbered
Exhibit No. Description Pages
- ----------- ----------- -------------

3.1* Amended and Restated Certificate of Incorporation of the
Company(incorporated by reference to Exhibit 3.1 to the Registration
Statement on Form S-1 (File No. 333-33295) of the Company (the "Form
S-1"))

3.2* Bylaws of the Company(incorporated by reference to Exhibit 3.2 to the
Form S-1).

4.1* Form of Class A Common Stock Certificate(incorporated by reference to
Exhibit 4.1 to the Form S-1).

4.2* Registration Rights Agreement dated as of June 30, 1997 among the
Company, O. Bruton Smith, Bryan Scott Smith, William S. Egan and Sonic
Financial Corporation(incorporated by reference to Exhibit 4.2 to the
Form S-1).

10.1* Form of Lease Agreement to be entered into between the Company (or its
subsidiaries) and Nelson E. Bowers, II or his affiliates(incorporated
by reference to Exhibit 10.1 to the Form S-1).

10.2* Form of Lease Agreement to be entered into between the Company (or its
subsidiaries) and Marks Holding Company, Inc. (incorporated by
reference to Exhibit 10.2 to the Form S-1).

10.3* Lease Agreement dated as of January 1, 1995 between Lone Star Ford,
Inc. and Viking Investment Associates (incorporated by reference to
Exhibit 10.3 to the Form S-1).

10.4* Lease Agreement dated as of October 23, 1979 between O. Bruton Smith,
Bonnie Smith and Town and Country Ford, Inc. (incorporated by
reference to Exhibit 10.4 to the Form S-1).

10.5* North Carolina Warranty Deed dated as of April 24, 1987 between O.
Bruton Smith and Bonnie Smith, as Grantors and STC Properties, as
Grantee(incorporated by reference to Exhibit 10.5 to the Form S-1).

10.6* Lease dated January 13, 1995 between JAG Properties LLC and Jaguar of
Chattanooga LLC (incorporated by reference to Exhibit 10.6 to the Form
S-1).

10.7* Lease dated October 18, 1991 by and between Nelson E. Bowers II,
Thomas M. Green, Jr., and Infiniti of Chattanooga, Inc. (incorporated
by reference to Exhibit 10.7 to the Form S-1).

10.8* Amendment to Lease Agreement dated as of January 13, 1995 among Nelson
E. Bowers II, Thomas M. Green, Jr., JAG Properties LLC and Infiniti of
Chattanooga, Inc. (incorporated by reference to Exhibit 10.8 to the
Form S-1).

10.9* Lease dated March 15, 1996 between Cleveland Properties LLC and
Cleveland Chrysler-Plymouth-Jeep-Eagle LLC (incorporated by reference
to Exhibit 10.9 to the Form S-1).

Exhibit No. Description
- ----------- -----------

10.10* Lease Agreement dated January 2, 1993 among Nelson E. Bowers II,
Thomas M. Green, Jr. and Cleveland Village Imports, Inc. (incorporated
by reference to Exhibit 10.10 to the Form S-1).

10.11* Ford Motor Credit Company Automotive Wholesale Plan Application for
Wholesale Financing dated August 10, 1972 by Lone Star Ford, Inc.
(incorporated by reference to Exhibit 10.11 to the Form S-1).

10.12* Ford Motor Credit Company Automotive Wholesale Plan Application for
Wholesale Financing and Security Agreement dated August 22, 1984 by
Town and Country Ford, Inc. (incorporated by reference to Exhibit
10.12 to the Form S-1).

10.13* Wholesale Floor Plan Security Agreement dated October 5, 1990 between
Marcus David Corporation (d/b/a Town & Country Toyota) and World Omni
Financial Corp. (incorporated by reference to Exhibit 10.13 to the
Form S-1).

10.14* Demand Promissory Note dated October 5, 1990 of Marcus David
Corporation (d/b/a Town & Country Toyota) in favor of World Omni
Financial Corp. (incorporated by reference to Exhibit 10.14 to the
Form S-1).

10.15* Security Agreement & Master Credit Agreement (Non-Chrysler Corporation
Dealer) dated April 21, 1995 between Cleveland
Chrysler-Plymouth-Jeep-Eagle LLC and Chrysler Credit
Corporation(incorporated by reference to Exhibit 10.15 to the Form
S-1).

10.15a* Promissory Note dated April 21, 1995 in favor of Chrysler Credit
Corporation by Cleveland Chrysler Plymouth Jeep Eagle,
LLC(incorporated by reference to Exhibit 10.15a to the Form S-1).

10.16* Promissory Note dated April 21, 1995 in favor of Chrysler Credit
Corporation by Saturn of Chattanooga, Inc. (incorporated by reference
to Exhibit 10.16a to the Form S-1).

10.17* Security Agreement & Master Credit Agreement (Non-Chrysler Corporation
Dealer) dated April 24, 1995 between Nelson Bowers Ford, L.P. and
Chrysler Credit Corporation(incorporated by reference to Exhibit 10.17
to the Form S-1).

10.17a* Promissory Note dated April 21, 1995 in favor of Chrysler Credit
Corporation by Nelson Bowers Ford L.P. (incorporated by reference to
Exhibit 10.17a to the Form S-1).

10.18* Floor Plan Agreement dated May 6, 1996 between European Motors, LLC
and NationsBank, N.A. (incorporated by reference to Exhibit 10.18 to
the Form S-1).

10.19* Floor Plan Agreement dated April 11, 1996 between KIA of Chattanooga,
LLC and NationsBank, N.A. (incorporated by reference to Exhibit 10.19
to the Form S-1).

10.19a* Security Agreement dated April 11, 1996 between KIA of Chattanooga,
LLC and NationsBank, N.A. (incorporated by reference to Exhibit 10.19a
to the Form S-1).

10.20* Floor Plan Agreement dated October 17, 1996 between European Motors of
Nashville, LLC and NationsBank, N.A. (incorporated by reference to
Exhibit 10.20 to the Form S-1).

10.20a* Security Agreement dated October 17, 1996 between European Motors of
Nashville, LLC and NationsBank, N.A. (incorporated by reference to
Exhibit 10.20a to the Form S-1).

10.21* Floor Plan Agreement dated March 5, 1997 between Nelson Bowers Dodge,
LLC (d/b/a Dodge of Chattanooga) and NationsBank, N.A. (incorporated
by reference to Exhibit 10.21 to the Form S-1).

10.22* Security Agreement and Master Credit Agreement dated May 15, 1996
between Lake Norman Chrysler Plymouth Jeep Eagle, LLC and Chrysler
Financial Corporation(incorporated by reference to Exhibit 10.22 to
the Form S-1).

10.22a* Promissory Note dated May 15, 1996 in favor of Chrysler Financial
Corporation by Lake Norman Chrysler Plymouth Jeep Eagle,
LLC(incorporated by reference to Exhibit 10.22a to the Form S-1).

10.23* Security Agreement & Capital Loan Agreement dated May 15, 1996 between
Lake Norman Dodge, Inc and Chrysler Financial Corp. (incorporated by
reference to Exhibit 10.23 to the Form S-1).

10.23a* Promissory Note dated May 15, 1996 in favor of Chrysler Financial
Corporation by Lake Norman Dodge, Inc. (incorporated by reference to
Exhibit 10.23a to the Form S-1).

10.23b* Promissory Note dated May 15, 1996 in favor of Chrysler Financial
Corporation by Lake Norman Dodge, Inc. (incorporated by reference to
Exhibit 10.23b to the Form S-1).

10.24* Security Agreement and Master Credit Agreement (Non-Chrysler
Corporation Dealer) dated May 15, 1996 between Lake Norman Chrysler
Plymouth Jeep Eagle, LLC and Chrysler Financial
Corporation(incorporated by reference to Exhibit 10.24 to the Form
S-1).

10.24a* Promissory Note dated May 15, 1996 in favor of Chrysler Financial
Corporation by Lake Norman Chrysler Plymouth Jeep Eagle,
LLC(incorporated by reference to Exhibit 10.24a to the Form S-1).

10.25* Floor Plan Agreement dated September 1, 1996 between NationsBank, N.A.
and Dyer & Dyer, Inc. (incorporated by reference to Exhibit 10.25 to
the Form S-1).

10.25a* Security Agreement dated September 1, 1996 between NationsBank, N.A.
and Dyer & Dyer, Inc. (incorporated by reference to Exhibit 10.25a to
the Form S-1).

Sequentially
Numbered
Exhibit No. Description Pages
- ----------- ----------- -------------

10.26* Security Agreement and Master Credit Agreement (Non-Chrysler
Corporation Dealer) dated April 21, 1995 between Cleveland Village
Imports, Inc. (d/b/a Cleveland Village Honda, Inc.) and Chrysler
Credit Corporation(incorporated by reference to Exhibit 10.26 to the
Form S-1).

10.27* Jaguar Credit Corporation Automotive Wholesale Plan Application for
Wholesale Financing and Security Agreement dated March 14, 1995 by
Jaguar of Chattanooga LLC(incorporated by reference to Exhibit 10.27
to the Form S-1).

10.28* Assignment of Joint Venture Interest in Chartown dated as of June 30,
1997 among Town and Country Ford, Inc., SMDA LLC and Sonic Financial
Corporation(incorporated by reference to Exhibit 10.28 to the Form
S-1).

10.29* Form of Employment Agreement between the Company and O. Bruton
Smith(incorporated by reference to Exhibit 10.29 to the Form S-1).

10.30* Form of Employment Agreement between the Company and Bryan Scott
Smith(incorporated by reference to Exhibit 10.30 to the Form S-1).

10.31* Form of Employment Agreement between the Company and Theodore M.
Wright(incorporated by reference to Exhibit 10.31 to the Form S-1).

10.32* Form of Employment Agreement between the Company and Nelson E. Bowers,
II(incorporated by reference to Exhibit 10.32 to the Form S-1).

10.33* Tax Allocation Agreement dated as of June 30, 1997 between the Company
and Sonic Financial Corporation(incorporated by reference to Exhibit
10.33 to the Form S-1).

10.34* Form of Sonic Automotive, Inc. Stock Option Plan(incorporated by
reference to Exhibit 10.34 to the Form S-1).

10.35* Form of Sonic Automotive, Inc. Employee Stock Purchase
Plan(incorporated by reference to Exhibit 10.35 to the Form S-1).

10.36* Subscription Agreement dated as of June 30, 1997 between O. Bruton
Smith and the Company(incorporated by reference to Exhibit 10.36 to
the Form S-1).

10.37* Subscription Agreement dated as of June 30, 1997 between Sonic
Financial Corporation and the Company(incorporated by reference to
Exhibit 10.37 to the Form S-1).

10.38* Subscription Agreement dated as of June 30, 1997 between Bryan Scott
Smith and the Company(incorporated by reference to Exhibit 10.38 to
the Form S-1).

10.39* Subscription Agreement dated as of June 30, 1997 between William S.
Egan and the Company(incorporated by reference to Exhibit 10.39 to the
Form S-1).

10.40* Asset Purchase Agreement dated as of May 27, 1997 by and among Sonic
Auto World, Inc., Lake Norman Dodge, Inc., Lake Norman
Chrysler-Plymouth-Jeep-Eagle LLC, Quinton M. Gandy and Phil M. Gandy,
Jr. (confidential portions omitted and filed separately with the SEC)
(incorporated by reference to Exhibit 10.40 to the Form S-1).

10.41* Asset Purchase Agreement dated as of June 24, 1997 by and among Sonic
Auto World, Inc., Kia of Chattanooga, LLC, European Motors of
Nashville, LLC, European Motors, LLC, Jaguar of Chattanooga LLC,
Cleveland Chrysler-Plymouth-Jeep-Eagle LLC, Nelson Bowers Dodge, LLC,
Cleveland Village Imports, Inc., Saturn of Chattanooga, Inc., Nelson
Bowers Ford, L.P., Nelson E. Bowers II, Jeffrey C. Rachor, and the
other shareholders named herein (confidential portions omitted and
filed separately with the SEC) (incorporated by reference to Exhibit
10.41 to the Form S-1).

10.41a* Amendment to Asset Purchase Agreement dated October 16, 1997 re:
Bowers Acquisition(incorporated by reference to Exhibit 10.41a to the
Form S-1).

10.42* Stock Purchase Agreement dated as of July 29, 1997 between Sonic Auto
World, Inc. and Ken Marks, Jr., O.K. Marks, Sr. and Michael J. Marks
(confidential portions omitted and filed separately with the SEC)
(incorporated by reference to Exhibit 10.42 to the Form S-1).

10.43* Asset Purchase Agreement dated as of August 1997 by and among Sonic
Automotive, Inc., Dyer & Dyer, Inc. and Richard Dyer (confidential
portions omitted and filed separately with the SEC) (incorporated by
reference to Exhibit 10.43 to the Form S-1).

10.43a* Amendment to Asset Purchase Agreement dated October 16, 1997 re: Dyer
Acquisition(incorporated by reference to Exhibit 10.43a to the Form
S-1).

10.44* Security Agreement and Master Credit Agreement dated April 21, 1995
between Cleveland Chrysler Plymouth Jeep Eagle and Chrysler Credit
Corporation(incorporated by reference to Exhibit 10.44 to the Form
S-1).

10.45* Promissory Note dated as of August 28, 1997 by Sonic Automotive, Inc.
in favor of NationsBank, N.A. (incorporated by reference to Exhibit
10.45 to the Form S-1).

10.46* Credit Agreement dated October 15, 1997 by and between Sonic
Automotive, Inc. and Ford Motor Credit Company(incorporated by
reference to Exhibit 10.46 to the Form S-1).

10.47* Automotive Wholesale Plan Application For Wholesale Financing And
Security Agreement dated June 29, 1982 between Ford Motor Credit
Company and O.K. Marks Ford, Inc. (incorporated by reference to
Exhibit 10.47 to the Form S-1).

10.48* Supplemental Agreement between the Company and Ford Motor
Company(incorporated by reference to Exhibit 10.48 to the Form S-1).

10.49* Agreement between Toyota Motors Sales USA and the Company(incorporated
by reference to Exhibit 10.49 to the Form S-1).

10.50* Ford Sales and Service Agreement with Town and Country
Ford(incorporated by reference to Exhibit 10.50 to the Form S-1).

10.51* Ford Sales and Service Agreement with Lone Star Ford(incorporated by
reference to Exhibit 10.51 to the Form S-1).

10.52* Ford Sales and Service Agreement with Fort Mill Ford(incorporated by
reference to Exhibit 10.52 to the Form S-1).

10.53* Ford Sales and Service Agreement with Ken Marks Ford(incorporated by
reference to Exhibit 10.53 to the Form S-1).

Sequentially
Numbered
Exhibit No. Description Pages
- ----------- ----------- -------------

10.54* Ford Sales and Service Agreement with Nelson Bowers Ford(incorporated
by reference to Exhibit 10.54 to the Form S-1).

10.55* Chrysler Sales and Service Agreement with Fort Mill
Chrysler-Plymouth-Dodge(incorporated by reference to Exhibit 10.55 to
the Form S-1).

10.56* Plymouth Sales and Service Agreement with Fort Mill
Chrysler-Plymouth-Dodge(incorporated by reference to Exhibit 10.56 to
the Form S-1).

10.57* Dodge Sales and Service Agreement with Fort Mill
Chrysler-Plymouth-Dodge(incorporated by reference to Exhibit 10.57 to
the Form S-1).

10.58* Dodge Sales and Service Agreement with Sonic Dodge, LLC d/b/a Lake
Norman Dodge(incorporated by reference to Exhibit 10.58 to the Form
S-1).

10.59* Chrysler Sales and Service Agreement with Sonic
Chrysler-Plymouth-Jeep-Eagle, LLC d/b/a Lake Norman
Chrysler-Plymouth-Jeep-Eagle(incorporated by reference to Exhibit
10.59 to the Form S-1).

10.60* Plymouth Sales and Service Agreement with Sonic
Chrysler-Plymouth-Jeep-Eagle, LLC d/b/a Lake Norman
Chrysler-Plymouth-Jeep-Eagle(incorporated by reference to Exhibit
10.60 to the Form S-1).

10.61* Jeep Sales and Service Agreement with Sonic
Chrysler-Plymouth-Jeep-Eagle, LLC d/b/a Lake Norman
Chrysler-Plymouth-Jeep-Eagle(incorporated by reference to Exhibit
10.61 to the Form S-1).

10.62* Chrysler Sales and Service Agreement with Cleveland
Chrysler-Plymouth-Jeep-Eagle(incorporated by reference to Exhibit
10.62 to the Form S-1).

10.63* Plymouth Sales and Service Agreement with Cleveland
Chrysler-Plymouth-Jeep-Eagle(incorporated by reference to Exhibit
10.63 to the Form S-1).

10.64* Jeep Sales and Service Agreement with Cleveland
Chrysler-Plymouth-Jeep-Eagle(incorporated by reference to Exhibit
10.64 to the Form S-1).

10.65* Dodge Sales and Service Agreement with Nelson Bowers
Dodge(incorporated by reference to Exhibit 10.65 to the Form S-1).

10.66* Volvo Authorized Retailer Agreement with European Motors, LLC d/b/a
Volvo of Chattanooga(incorporated by reference to Exhibit 10.66 to the
Form S-1).

10.67* Volvo Sales Agreement with Dyer & Dyer, Inc. (incorporated by
reference to Exhibit 10.67 to the Form S-1).

10.68* Toyota Dealer Agreement with Marcus David Corporation d/b/a Town &
Country Toyota(incorporated by reference to Exhibit 10.68 to the Form
S-1).

10.69 Sonic Automotive, Inc. Formula Stock Option Plan for Independent
Directors.

10.70 Amended and Restated Credit Agreement dated as of December 15, 1997
(the "Credit Agreement") between Sonic Automotive, Inc., as borrower,
and Ford Motor Credit Company, as lender.

10.71 Promissory Note dated December 15, 1997 in the amount of $75 million
by Sonic Automotive, Inc., as borrower, in favor of Ford Motor Credit
Company, as lender, under the Credit Agreement.

10.72 Subordinated Promissory Note dated December 1, 1997 in the amount of
$5.5 million by Sonic Automotive, Inc., as borrower, in favor of O.
Bruton Smith, as lender.

10.73 Subordination Agreement dated as of December 15, 1997 between O.
Bruton Smith and Ford Motor Credit Company and acknowledged by Sonic
Automotive, Inc.

10.74* Asset Purchase Agreement dated December 31, 1997 between Sonic
Automotive, Inc., as buyer, and M & S Resources, Inc., Clearwater Auto
Resources, Inc., and Clearwater Collision Center, Inc., as sellers and
Scott Fink, Michael Cohen, Jeffrey Schumon, and Timothy McCabe as
shareholders of the sellers (incorporated by reference to Exhibit 99.1
to the Company's Current Report on Form 8-K dated March 30, 1998 (the
"March 1998 Form 8-K")).

10.75* Amendment No. 1 and Supplement to Asset Purchase Agreement dated as of
March 24, 1998 between Sonic Automotive, Inc., as buyer, and M & S
Resources, Inc., Clearwater Auto Resources, Inc., and Clearwater
Collision Center, Inc., as sellers and Scott Fink, Michael Cohen,
Jeffrey Schumon, and Timothy McCabe as shareholders of the sellers
(incorporated by reference to Exhibit 99.2 to the March 1998 Form
8-K).

21.1* Subsidiaries of the Company(incorporated by reference to Exhibit 21.1
to the Form S-1).

27* Financial Data Schedule

* Filed previously

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.

SONIC AUTOMOTIVE, INC.

By: /s/ Theodore M. Wright
__________________________
Theodore M. Wright
Chief Financial Office,
Vice President-Finance,
Treasurer and Secretary
(Principle Financial and
Accounting Officer)

EXHIBIT INDEX