SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1
(Mark One)
[X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2001
                                       OR
[ ]      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 0-22132

                          BUCKHEAD AMERICA CORPORATION
             (Exact name of registrant as specified in its charter)

        Delaware                                           58-2023732
 (State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)

    7000 Central Parkway, Suite 850,
    Atlanta, Georgia                                            30328
(Address of principal executive offices)                    (Zip Code)

        Registrant's telephone number, including area code (770) 393-2662

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

  Title of each class                  Name of each exchange on which registered
      None                                         Not Applicable

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

                          Common Stock, $.01 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 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. [ ]

         The aggregate market value of voting stock held by nonaffiliates of the
Registrant was approximately $932,927 at February 28, 2002. The number of common
shares outstanding at February 28, 2002 was 2,015,885 (exclusive of treasury
shares).
<PAGE>
     In filing the Annual  Report on Form 10-K of Buckhead  America  Corporation
("Buckhead" or the "Company"),  the Company  anticipated that its Annual Meeting
of Stockholders would be held May 23, 2002 and therefore incorporated certain of
the  information  required  by Part  III by  reference  to the  Company's  Proxy
Statement for the Annual Meeting of  Stockholders.  The Company has subsequently
delayed the Annual Meeting of Stockholders,  and, therefore, the Company's Proxy
Statement for the Annual  Meeting of  Stockholders  will not be filed within the
120 day period following the end of the Company's fiscal year ended December 31,
2001.  Accordingly,  the  undersigned  registrant  hereby amends Part III of its
Annual Report on Form 10-K as set forth below:

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Directors and Executive Officers.

     The Company's directors and executive officers and their ages as of May 17,
2002 are as follows:

<TABLE>
<CAPTION>
<S>                  <C>     <C>


NAME OF NOMINEE       AGE    POSITION

Douglas C. Collins    49     Chairman of the Board of Directors, President, Chief
                             Executive Officer and Treasurer

Robert B. Lee         47     Senior Vice President, Chief Financial Officer, Secretary
                             and Director

William J. Selesky    38     Chief Operating Officer - The Lodge Keeper Group

David C. Glickman     39     Director

David B. Mumford      43     Director

Steven A. Van Dyke    42     Director
</TABLE>


     Douglas C.  Collins.  Mr.  Collins  became  President  and Chief  Executive
Officer of Buckhead in December 1992,  became a director of Buckhead in May 1995
and became  Chairman of the Board of Directors  in March 1999.  Prior to joining
Buckhead,  Mr.  Collins  served as  President  of Days Inns from  February  1992
through  September  1992 and Director of Days Inns from  September  1992 through
November 1992.  Mr. Collins served as Senior Vice President and Chief  Financial
Officer of Days Inns from August 1990 through  February  1992,  after serving as
President of Imperial Hotels Corporation, a hotel chain owner and operator, from
April 1988 until May 1990.  Mr. Collins joined  Imperial  Hotels  Corporation in
August,  1980,  serving as Vice President of Finance and  Development  from June
1984 to April 1988.

     Robert B. Lee. Mr. Lee became  Secretary  of Buckhead in December  1992 and
became Vice  President  and Chief  Financial  Officer in July 1993.  Mr. Lee was
named  Senior  Vice  President  of Buckhead in May 1996 and became a director in
June 1997. Prior to joining Buckhead, Mr. Lee served as the Corporate Controller
of Days Inns from  October  1990 until  December  1992.  Prior to that,  Mr. Lee
functioned in numerous  capacities up to senior  manager in the  accounting  and
audit practice of KPMG LLP from December 1979 to October 1990.

     William J. Selesky. Mr. Selesky became Chief Operating Officer of The Lodge
Keeper Group,  the Company's hotel  management  subsidiary in October 2000. From
1996 to 2000,  Mr.  Selesky  served  as an area  general  manager  and  regional
operations manager for Lodgian, Inc., a hospitality company.

     David C. Glickman.  Mr. Glickman became a director of Buckhead in 1999. Mr.
Glickman is a principal  in Sedgewick  Venture  Capital,  a venture  capital and
advisory firm.  From March 1999 to February 2002, he was a Senior Vice President

                                       2
<PAGE>

and Partner of Roulston & Company,  a firm which provides  financial  management
services to individuals and institutions,  and prior to that he was an Associate
Director  with Bear Stearns & Co.,  Inc., an  investment  banking firm,  and had
served in that capacity for more than the last five years.

     David B. Mumford.  Mr. Mumford became a director of Buckhead in 1999. He is
the President of Mumford  Company,  Inc., a national  leader in the brokerage of
hotel real estate,  and has served in that  capacity for more than the last five
years.

     Steven A. Van Dyke. Mr. Van Dyke became a director of Buckhead in 1997. Mr.
Van Dyke is the President and Chief Executive Officer of Bay Harbour Management,
L.C. ("Bay  Harbour"),  formerly known as Tower Investment  Group,  Inc. and has
served in that  capacity  for more than the last five  years.  Bay Harbour is an
investment  advisor  and  manages  multimillion-dollar  private  equity and debt
funds.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act") requires Buckhead's executive officers and directors and persons
who  beneficially  own more than 10% of Buckhead's stock to file initial reports
of  ownership  and  reports of  changes in  ownership  with the  Securities  and
Exchange  Commission and the National  Association of Securities  Dealers,  Inc.
Executive  officers,  directors  and  greater  than 10%  beneficial  owners  are
required by SEC regulations to furnish Buckhead with copies of all Section 16(a)
forms they file.

     Based  solely on its review of copies of forms  received  by it pursuant to
Section  16(a) of the  Exchange  Act, or written  representations  from  certain
reporting  persons,  Buckhead believes that during 2001 all Section 16(a) filing
requirements  applicable to its executive  officers,  directors and greater than
10% beneficial  owners were complied  with,  except for Mr. William K. Stern and
Mr. Steven A. Van Dyke, each of whom filed one late Form 4.

ITEM 11. EXECUTIVE COMPENSATION.

     The  following  table sets forth the  compensation  paid by Buckhead to the
Chief Executive Officer, and the other executive officers whose salary and bonus
for  2001exceeded  $100,000  ("Named  Executive  Officers")  for the years ended
December 31, 2001, 2000 and 1999.

<TABLE>
<CAPTION>
      <S>                                 <C>              <C>          <C>        <C>              <C>

                                                                                     LONG-TERM
                                                                                   COMPENSATION
                                                                                      AWARDS
                                                                                     SECURITIES
                                                                  ANNUAL            UNDERLYING
                                          YEAR ENDED            COMPENSATION         OPTIONS/           ALL OTHER
       NAME AND PRINCIPAL POSIITON        DECEMBER 31,     SALARY (5)   BONUS(5)      SARs(#)         COMMPENSATION($)
       ---------------------------        ------------     ----------   --------      -------         ----------------

       Douglas C. Collins                     2001        $  300,000     19,944           -          $     7,003(b)
           Chief Executive                    2000           280,000     74,662      20,000                9,133
           Officer                            1999           260,000    158,265      17,000                8,600


       Robert B. Lee                          2001           139,800      5,609           -                6,637(c)
           Chief Financial                    2000           130,500     15,811      13,000                3,292
           Officer                            1999           121,275     39,868      11,000                8,531


       William J. Selesky (a)                 2001            87,500     20,152           -
           Chief Operating                    2000            14,494      2,000       5,000
           Officer - Lodge
           Keeper Group

</TABLE>

(a)  Mr. Selesky's employment with Buckhead America Corporation began on October
     31, 2000.

                                       3

<PAGE>

(b)  Employer's  portion  of  401(k)  contribution  ($3,825)  and  non-qualified
     deferred compensation plan ($3,178).

(c)  Employer's  portion  of  401(k)  contribution  ($3,109)  and  non-qualified
     deferred compensation plan ($3,528).


OPTION GRANTS TABLE

     No common stock  options or stock  appreciation  rights were granted to the
named executive officers during the year ended December 31, 2001.

OPTION EXERCISES AND YEAR-END VALUE TABLE

     The following table sets forth the number and year-end value of unexercised
options  granted to the Named  Executive  Officers as of December 31,  2001.  No
options were exercised by the Named Executive Officers during 2001.

                         2001 YEAR-END OPTION VALUES

                         NUMBER OF SHARES OF             VALUE OF UNEXERCISED
                       COMMON STOCK UNDERLYING          IN-THE-MONEY OPTIONS AT
                       UNEXERCISED OPTIONS AT                    YEAR-
                            YEAR-END (#)                      END ($)(1)
                     ----------------------------     --------------------------

NAME                  EXERCISABLE/UNEXERCISABLE        EXERCISABLE/UNEXERCISABLE
-------------------- ----------------------------     --------------------------

Douglas C. Collins      101,333         6,667       $        0             0
Robert B. Lee            54,667         4,333                0             0
William J. Selesky        3,333         1,667                0             0


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

(1) Calculated  based on the $1.00 closing sale price on The Nasdaq Stock Market
of the underlying securities on December 31, 2001

                              EMPLOYMENT AGREEMENTS

     Douglas C. Collins.  Buckhead has entered into an employment  contract with
Mr. Collins for a term which expires in July 2002. If the contract is terminated
by Buckhead prior to the end of its term, other than for cause and within twelve
months following a change-in-control (generally,  acquisition of control of over
50% of the common  stock or a change in a majority  of the board of  directors),
Mr.  Collins  shall be entitled to the greater of his annual salary (as defined)
payable through the end of his employment term and one-half of his annual salary
for the  rest of the  year in  which  such  termination  occurs.  If such  event
occurred as of January 1, 2002,  Mr.  Collins  would be entitled to a payment of
$218,674.

     If Mr. Collins  terminates his contract between 90 and 120 days following a
change-in-control  or within  30 days  following  any  demotion,  diminution  of
responsibility or pay or forced  relocation  occurring within twelve months of a
change-in-control,  he shall be  entitled  to the  lesser of his  annual  salary
through the end of his  employment  term,  and one-half of his annual salary for
the year in which such termination  occurs. If such event occurred as of January
1, 2002, Mr. Collins would be entitled to a payment of $187,435.

     If Mr. Collins' employment is otherwise terminated without cause before the
expiration of his employment term,  Buckhead must pay him an amount equal to his
annual  salary  for the year in which  such  termination  occurs.  If such event
occurred as of January 1, 2002,  Mr.  Collins  would be entitled to a payment of
$374,869.

     Robert B. Lee.  Buckhead has entered into an  employment  contract with Mr.
Lee for a term which  expires in July 2002.  If the  contract is  terminated  by
Buckhead  prior to the end of its term,  other than for cause and within  twelve
months following a  change-in-control,  Mr. Lee shall be entitled to the greater
of his annual salary (as defined) payable through the end of his employment term
and  one-half  of his  annual  salary  for the rest of the  year in  which  such
termination  occurs. If such event occurred as of January 1, 2002, Mr. Lee would
be entitled to a payment of $100,494.

     If Mr. Lee  terminates  his  contract  between 90 and 120 days  following a
change-in-control  or within  30 days  following  any  demotion,  diminution  of
responsibility or pay or forced  relocation  occurring within twelve months of a
change-in-control,  he shall be  entitled  to the  lesser of his  annual  salary
through the end of his  employment  term,  and one-half of his annual salary for
the year in which such termination  occurs. If such event occurred as of January
1, 2002, Mr. Lee would be entitled to a payment of $86,138.

                                       4
<PAGE>

     If Mr. Lee's  employment is otherwise  terminated  without cause before the
expiration of his employment term,  Buckhead must pay him an amount equal to his
annual  salary  for the year in which  such  termination  occurs.  If such event
occurred  as of  January  1, 2002,  Mr.  Lee would be  entitled  to a payment of
$172,276.

BENEFIT PLANS

Employee Stock Option Plans

     Buckhead's Employee Stock Option Plans (the "Option Plans") provide for the
grant of options to acquire a maximum of 520,000  shares of common stock.  As of
March 31, 2002,  options for 61,333 shares had been  exercised  under the Option
Plans, options for 310,000 shares were outstanding,  and 148,667 shares remained
available for issuance.

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters.

     The following table sets forth certain information regarding the beneficial
ownership of Buckhead's common stock as of March 31, 2002 by: (i) each person or
group of affiliated persons known by Buckhead to be the beneficial owner of more
than 5% of the outstanding  common stock; (ii) the Named Executive  Officers who
beneficially  own shares of  Buckhead's  common  stock;  (iii) each director and
nominee for director of Buckhead;  and (iv) all of Buckhead's executive officers
and directors as a group. Except as otherwise indicated in the footnotes to this
table,  Buckhead  believes that the persons named in this table have sole voting
and investment power with respect to all the shares of common stock indicated.

                                                            BENEFICIAL OWNERSHIP
         BENEFICIAL OWNER                                   AS OF MARCH 31, 2002
                                                            --------------------
                                                            SHARES   PERCENTAGE
                                                            ------   ----------

         Bay Harbour Management L.C.(1)...............   1,213,502        47.2%
         Patrick W. Hopper, TTEE(2)...................     220,000        10.9%
         Hotel-Motel Management Corporation(3)........     137,700         6.8%
         Leon M. & Marsha C. Wagner(4)................     124,181         6.2%
         NY Motel Enterprises(5)......................     112,821         5.6%
         Douglas C. Collins(6)........................     129,108         6.1%
         Robert B. Lee(7).............................      73,308         3.5%
         William J. Selesky(8)........................       3,333          *
         David C. Glickman(9).........................      14,000          *
         David B. Mumford(10).........................      14,500          *
         William K. Stern(11).........................      62,000         3.0%
         Steven A. Van Dyke(1)........................   1,248,533        48.1%
         All officers, directors and nominees for
         directors as a group (7 persons)(12).........   1,537,774        54.1%

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

* Represents beneficial ownership of less than 1%.

(1)  The shares  beneficially  owned include  657,947  shares held by investment
     funds for which Bay Harbour  Management L.C. ("Bay Harbour"),  a registered
     investment  advisor under the  Investment  Advisors Act of 1940,  serves as
     investment advisor.  Also includes an aggregate of 555,555 shares which may
     be acquired upon  conversion of a convertible  debenture held by investment
     funds  managed  by Bay  Harbour.  Mr.  Steven  A. Van Dyke is the  majority
     stockholder,  President and Chief Executive Officer of Bay Harbour, and may
     therefore  be deemed to be the  beneficial  owner of the shares held by Bay
     Harbour.  Mr. Van Dyke  directly  owns  10,031  shares and has the right to
     acquire  an  additional  25,000  shares  within 60 days of the date of this
     proxy statement.  The address of Bay Harbour Management L.C., is Suite 270,
     777 South Harbour Island Boulevard, Tampa, FL 33602.
(2)  The  address  of  Patrick  W.  Hopper,  TTEE  is  2624  Pebblegold  Avenue,
     Henderson, Nevada 89074.
(3)  The address of Hotel-Motel Management Corporation is 1950 North Park Place,
     Building 200, Suite 201, Atlanta, GA 30339.

                                       5
<PAGE>

(4)  Mr. Wagner holds 111,036 shares directly and Ms. Wagner, his spouse,  holds
     13,145  shares  directly.  The address of the  Wagners is 8 Lincoln  Woods,
     Purchase, NY 10577
(5)  The address of NY Motel  Enterprises is 440 West 57th Street,  New York, NY
     10019.
(6)  Includes 7,008 shares  beneficially held by DC Hospitality,  Inc., which is
     85%  owned by Mr.  Collins  and 15%  owned by Mr.  Lee and  108,000  shares
     subject  to  options  which  are  currently  exercisable  or  which  become
     exercisable within 60 days of the date of this proxy statement.
(7)  Includes 7,008 shares  beneficially held by DC Hospitality,  Inc., which is
     15% owned by Mr. Lee and 85% owned by Mr. Collins and 59,000 shares subject
     to  options  which  are  either  currently   exercisable  or  which  become
     exercisable within 60 days of the date of this proxy statement.
(8)  Consists  of 3,333  shares  subject to options  which are either  currently
     exercisable or which become  exercisable within 60 days of the date of this
     proxy statement.

(9)  Includes  options to  purchase  12,000  shares  which are either  currently
     exercisable or which become  exercisable within 60 days of the date of this
     proxy statement.
(10) Includes  options to  purchase  12,000  shares  which are either  currently
     exercisable or which become  exercisable within 60 days of the date of this
     proxy statement.
(11) Includes  options to  purchase  50,000  shares  which are either  currently
     exercisable or which become  exercisable within 60 days of the date of this
     proxy statement.
(12) Includes options to purchase 269,333 shares which are currently exercisable
     or  which  become  exercisable  within  60 days of the  date of this  proxy
     statement. Also includes shares beneficially owned by Bay Harbour (See Note
     (1)) and DC Hospitality, Inc. (See Note (6)).


 EQUITY COMPENSATION PLAN INFORMATION

     The following chart gives aggregate  information regarding grants under all
equity compensation plans of the Company through December 31, 2001.

<TABLE>
<CAPTION>
<S>                                            <C>                        <C>                        <C>

                                                                                                      Number of securities
                                                                                                       remaining available
                                                Number of securities        Weighted-average         for future issuance and
                                                  to be issued upon         exercise price of          equity compensation
                                                     exercise of               outstanding               plans (excluding
                                                outstanding options,            options,               securities reflected
              Plan category                      warrants and rights       warrants and rights            in 1st column)
------------------------------------------      ----------------------     --------------------      -------------------------

Equity  compensation  plans  approved  by
securityholders (1)                                    310,000             $          5.42                   148,667

Equity  compensation  plans not  approved
by securityholders                                       -0-                                                   -0-
                                                ----------------------     --------------------      -------------------------

Total                                                  310,000             $          5.42                   148,667
                                                ======================     ====================      =========================

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

(1)  Represents  options  granted  under  the 1995,  1997,  1998,  1999 and 2000
     Employee Stock Option Plans, each of which was approved by shareholders.

                                       6
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In connection with the 1997 Lodge Keeper  acquisition,  Buckhead  assumed a
lease for  office  space in  Prospect,  Ohio.  The lease  requires  annual  rent
payments of approximately  $60,000 through 2006. Members of the immediate family
of Mr. Devine, a former executive  officer and director of Buckhead,  own 50% of
the lessor.

     Also in connection with the Lodge Keeper acquisition, Mr. Devine executed a
$250,000 note payable to Buckhead for certain  inventory and equipment which did
not relate to Lodge Keeper's primary business. The note bore interest at 10% and
was fully repaid in March, 2001.

     During  2001,  2000  and  1999,  Mumford  Company,  Inc.  earned  aggregate
brokerage commissions of $403,250, $210,875 and $63,000, respectively,  relating
to Buckhead's sale of hotel properties.  Mr. Mumford, a director of Buckhead, is
the President of Mumford Company, Inc.

     Buckhead has entered into various hotel lease  agreements with an affiliate
(the "Lessor") of Hotel-Motel Management Corporation, a former beneficial holder
of more than 5 percent of the common  stock.  As of December 31, 2001,  Buckhead
had advanced  the Lessor a total of $684,082 in lease  deposits.  Such  deposits
bear interest at 8%.  Buckhead  paid rent of $463,114 in 2001,  $374,642 in 2000
and $220,049 in 1999 to the Lessor.

                                       7
<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.

                                    BUCKHEAD AMERICA CORPORATION



May 28, 2002                     By: /s/ Robert B. Lee
                                    -----------------------------------------
                                    Robert B. Lee,
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

1474255v1