U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A
                                 Amendment No. 1
(Mark One)
    [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
         ACT OF 1934
                   For the fiscal year ended December 31, 1996

    [ ]  TRANSITION REPORT UNDER 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
                 (Name of small business issuer in its charter)

             DELAWARE                                    58-2023732
    (State or other jurisdiction of           (IRS Employer Identification No.)
    incorporation or organization)

           4243 Dunwoody Club Drive, Suite 200, Atlanta, Georgia 30350
                    (Address of principal executive offices)

Issuer's telephone number.  (770)-393-2662

Securities registered under Section 12(b) of the Exchange Act:

                 None                                 None
        (Title of each class)        (Name of each exchange on which registered)

Securities registered under Section 12(g) of the Exchange Act:

                          Common stock, par value $.01
                              (Title of Class) $.01

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 .

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will 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-KSB
or any amendment to this Form 10-KSB.[X]

         State issuer's revenues for its most recent fiscal year.  $13,872,805

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.  As of April 30, 1997:  $8,202,187

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. As of April 30, 1997:
           Common Stock, par value $.01 - 1,771,127 shares outstanding

                       DOCUMENTS INCORPORATED BY REFERENCE

         No  documents  which are  required to be listed  under this caption are
incorporated by reference.

Transitional Small Business Disclosure Format (Check one):  Yes___; No __X__.



<PAGE>



         The Registrant hereby amends Part I Item 2 of its Annual Report on Form
10-KSB for the year ended December 31, 1996 as set forth below.

ITEM 2.  DESCRIPTION OF PROPERTY.

CORPORATE OFFICES
_________________

         The Company's corporate  headquarters are located at 4243 Dunwoody Club
Drive,  Suite 200,  Atlanta,  Georgia.  The Company leases  approximately  3,600
square  feet as its  corporate  headquarters.  The lease  term  extends  through
October 1997 at an annual rate of  approximately  $49,000.  The Company believes
that such headquarters are adequate for its current needs.

OWNED REAL PROPERTIES
_____________________

         LAND.  As of  February  28,  1997,  the  Company  owned six  parcels of
undeveloped and unencumbered land, with an aggregate book value of $215,500. All
of such parcels are held for sale.

         The  following  table sets forth  certain  information  for each of the
Company's hotels:
<TABLE>
<CAPTION>

                                                                                                         REVENUE
                                                                          AVERAGE         AVERAGE          PER
                             NO. OF          YEAR          YEAR          OCCUPANCY         DAILY        AVAILABLE         TOTAL
      PROPERTIES              ROOMS         BUILT        ACQUIRED          RATE            RATE           ROOM           REVENUE
------------------------  -------------  ------------  -------------  ---------------  -------------  -------------    -------------
<S>                           <C>            <C>          <C>               <C>          <C>            <C>            <C> 
Days Inn
 Daytona, FL                  180            1972         03/1993           46.0%        $ 41.45        $ 19.07        $  1,680,587
Country Hearth Inn
 Orlando, FL(1)               150            1985         05/1995           84.7%          63.12          53.46           3,849,811
Country Hearth Inn 
 Freeport, TX                  40            1984         12/1995           47.5%          46.36          22.02             332,363
Country Hearth Inn
 Wharton, TX                   40            1986         12/1995           63.6%          44.67          28.41             432,486
Country Hearth Inn
   Angleton, TX                40            1984         12/1995           63.9%          44.35          28.34             427,329
Country Hearth Inn,
   Atlanta, GA(2)              82            1971         03/1996           46.6%          59.18          27.58             690,522
Country Hearth Inn,
   Dalton, GA(3)               96            1967         08/1996           ----           ----           ----                 ----

</TABLE>

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

         (1)      As of May 15, 1997, the Company had substantially  completed a
                  renovation  project of approximately  $200,000.  
         (2)      Converted  into a Country  Hearth Inn  beginning in September,
                  1996 at a total cost of approximately $800,000. The conversion
                  was completed in January,  1997. Due to the recent renovation,
                  performance  of the hotel is expected to be more  dependent on
                  future marketing efforts as opposed to historical performance.
         (3)      Converted  into a Country  Hearth Inn  during  1996 at a total
                  cost of approximately  $650,000.  The conversion was completed
                  in February 1997. Due to the recent renovation, performance of
                  the hotel is expected to be more dependent on future marketing
                  efforts as opposed to historical performance.



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<PAGE>




         DAYTONA  HOTEL.  The Company owns a 180-room Days Inn hotel in Daytona,
Florida  (the  "Daytona  Hotel"),  which was  acquired  by the  Company  through
foreclosure  in March 1993.  The hotel was acquired  subject to a first mortgage
which was in default. The mortgage note was restructured  effective May 15, 1994
and  as  of  December  31,  1996  had  an  unpaid  balance  of  $2,108,868.  The
restructured  note bears interest at 8%, and is due in monthly  installments  of
$15,850  until April 15, 1999 at which time the then  remaining  balance will be
due.

         The market for  comparable  rooms is extremely  competitive  due to the
large  number of  hotels/motels  in the  Daytona  area.  The area does  benefit,
however,  from certain event related  demand peaks.  Average room  occupancy and
average daily rate during 1996 was 46.0% and $41.45, respectively.

         Renovation and environmental  programs are continuously ongoing and the
Company believes adequate funds are available for these purposes. In the opinion
of management,  the property is adequately  covered by insurance and is suitable
and  adequate  for its present use.  Property  taxes in 1996 were  approximately
$64,000.

         Differences  between  financial  reporting  asset bases and federal tax
bases are not significant.  Straight-line depreciation methods are used based on
useful lives of 40 years for  depreciable  real  property and 5-10 years for all
other depreciable property.

         ORLANDO  HOTEL.  On May 15,  1995,  the Company  acquired  the majority
ownership of a 150-room hotel in Orlando,  Florida (the "Orlando Hotel").  Prior
to the  acquisition,  the Company held a second mortgage on the property with an
aggregate principal and interest balance of approximately $2.8 million (the "Old
Second  Mortgage").  The second mortgage  balance was reduced to $1 million (the
"New Second  Mortgage") in exchange for a fifty-five  percent (55%)  interest in
Heritage Inn Associates,  Ltd., the partnership  which owns the hotel. The hotel
was also subject to a first mortgage which collateralized certain Orange County,
Florida industrial development bonds (the "Orlando IRB").

         The  Orlando  IRB and the New  Second  Mortgage  were  fully  paid  and
satisfied in November 1996 with proceeds from a new first  mortgage loan secured
by the property  (the "First  Mortgage  Loan").  The First  Mortgage  Loan had a
December 31, 1996 balance of  $4,593,580,  bears  interest at 9.55% and requires
monthly  principal and interest payments of $43,028 until December 2016 at which
time the then remaining balance is due and payable.

         The market for hotel rooms in Orlando is extremely  competitive  due to
the multitude of properties in the area. The Orlando Hotel does benefit from the
large  number  or  local  attractions  and from the  Orlando  Convention  Center
activities.  The hotel is  positioned  as a lower  priced  alternative  property
situated among  mega-room  high rises.  Average room occupancy and average daily
rate during 1996 was 84.7% and $63.12, respectively.

         Renovation and environmental  programs are continuously ongoing and the
Company  believes  adequate  funds are available for these  purposes.  The First
Mortgage  Loan  required  the  Company  to  expend  approximately  $200,000  for
maintenance and improvements;  as of February 28, 1997, these  requirements were
substantially  completed.  In  the  opinion  of  management,   the  property  is
adequately  covered by  insurance  and is suitable  and adequate for its present
use. Property taxes in 1996 were approximately $110,000.

         Differences  between  financial  reporting  asset bases and federal tax
bases are not significant.  Straight-line depreciation methods are used based on
useful lives of 40 years for  depreciable  real  property and 5-10 years for all
other depreciable property.

         TEXAS HOTELS.  On December 7, 1995 Buckhead  purchased  three Homeplace
Inn hotel properties in Texas from affiliates of American  Liberty  Hospitality,
Inc. ("ALH").  The three hotels secure a first mortgage loan with a December 31,
1996 balance of  $2,355,362.  The remainder of the $3.6 million  purchase  price
(the estimated fair value) was paid with approximately  $950,000 cash and 41,558
shares of the Company's common stock. The




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<PAGE>



first mortgage loan matures December 7, 2002, bears interest at 9.05%,  requires
monthly payments of $21,680, is guaranteed by the Company,  and contains certain
minimum  net worth and debt to equity  ratio  requirements  -- See  "MARKET  FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS -- DIVIDENDS."

         Immediately upon acquisition,  the acquired hotels (the "Texas Hotels")
along with three other ALH owned  Homeplace  Inn  properties  were  converted to
operate as Country Hearth Inns.

         The Texas  Hotels are limited  service  40-room  properties  located in
smaller  southeastern  Texas  cities.   Generally,   comparable  rooms  are  not
immediately  available  in their  selected  markets.  Occupancy  and room  rates
averaged approximately 58.3% and $45.01, respectively, during 1996.

         Renovation and environmental  programs are continuously ongoing and the
Company believes adequate funds are available for these purposes. In the opinion
of  management,  the  properties  are  adequately  covered by insurance  and are
suitable  and adequate for their  present  use.  Property  taxes in 1996 totaled
approximately $41,000.

         Differences  between  financial  reporting  asset bases and federal tax
bases are not significant.  Straight-line depreciation methods are used based on
useful lives of 40 years for  depreciable  real  property and 5-10 years for all
other depreciable property.

         ATLANTA HOTEL. On March 11, 1996, the Company acquired an 82-room hotel
in  Atlanta,  Georgia  formerly  known as the Sandy  Springs  Inn (the  "Atlanta
Hotel"). During the latter half of 1996, the hotel was renovated and refurbished
for  conversion  to  operate  as  a  Country  Hearth  Inn.  The  conversion  was
substantially  completed  in  January  1997  at a total  cost  of  approximately
$800,000, approximately half of such was financed through lease arrangements.

         The Atlanta  Hotel  secures a first  mortgage  loan with a December 31,
1996 balance of $2,170,713. The loan bears interest at 9.5% and requires monthly
payments of $20,350 until August 11, 2006.

         The market for hotel rooms in Atlanta is extremely  competitive  due to
the multitude of properties in the area. The hotel is positioned as a moderately
priced property targeted  primarily at business  travelers.  Prior to and during
renovation,  the hotel had average room  occupancy of 46.6% and an average daily
rate of $59.18. Due to the recent  renovation,  performance of the hotel will be
more dependent on future marketing efforts as opposed to historical performance.

         Renovation and environmental  programs are continuously ongoing and the
Company believes adequate funds are available for these purposes. In the opinion
of management,  the property is adequately  covered by insurance and is suitable
and  adequate  for its present use.  Property  taxes in 1996 were  approximately
$40,000.

         Differences  between  financial  reporting  asset bases and federal tax
bases are not significant.  Straight-line depreciation methods are used based on
useful lives of 40 years for  depreciable  real  property and 5-10 years for all
other depreciable property.

         DALTON HOTEL. On August 30, 1996 , the Company acquired a 96-room hotel
in Dalton,  Georgia formerly known as the Sunset Inn (the "Dalton  Hotel").  The
Company immediately  initiated a renovation and refurbishment project to convert
the hotel to operate as a Country  Hearth Inn.  The  project  was  substantially
completed in February 1997 at a total cost of approximately $650,000.

         The Dalton Hotel secures a first mortgage loan with a December 31, 1996
balance of  $1,046,148.  The loan bears  interest at 9.15% and requires  monthly
payments  of $9,549  until  September  1, 2001 at which time the then  remaining
balance is due.



                                       -4-

<PAGE>




         The  property  is  positioned  to  compete  with the  existing  low and
moderately  priced  properties  in the  area.  It will  also  compete  with  new
properties  presently under  development in the area. It is located  adjacent to
and is  highly  visible  from  I-75,  a major  north/south  interstate  highway.
Performance  statistics  during  1996  are  not  meaningful  due  to  the  heavy
renovations  which were in progress.  Future  operations of the property will be
dependent on the success of future marketing efforts.

         Renovation and environmental  programs are continuously ongoing and the
Company believes adequate funds are available for these purposes. In the opinion
of management,  the property is adequately  covered by insurance and is suitable
and  adequate  for its present use.  Property  taxes in 1996 were  approximately
$21,000 on an annualized basis.

      Differences  between financial reporting asset bases and federal tax bases
are not significant. Straight-line depreciation methods are used based on useful
lives of 40 years for  depreciable  real  property  and 5-10 years for all other
depreciable property.

REAL PROPERTIES PROPOSED TO BE ACQUIRED
_______________________________________

         The  Company  announced  in March  1997  that it had  entered  into two
separate  purchase  agreements for the acquisition of hotels,  hotel  management
contracts,  and a hotel  management  business--See  "Managements  Discussion and
Analysis of Financial Condition and Results of  Operations--FINANCIAL  CONDITION
AND CHANGES IN FINANCIAL CONDITION."

INVESTMENT POLICIES
___________________

         A substantial  portion of the  Company's  existing real estate and real
estate  related  assets were acquired  directly or indirectly as a result of the
transfer of assets from Old Buckhead and are  principally  hospitality  related.
Asset  acquisitions  since  inception have also been  predominately  hospitality
related  and made for the  primary  purpose  of  generating  additional  income.
Further,  management's  experience and expertise is in the hospitality business.
Accordingly,  the  Company  has  determined  that it  will  primarily  seek  out
investments in the hospitality  industry. In that regard, the Board of Directors
has  determined  that the Company  will focus upon  investments  in  hospitality
related companies with income growth potential.  Such investments could take the
form of (a) hotel property purchases,  (b) hotel mortgage  purchases,  (c) hotel
mortgage servicing, (d) hotel management and/or (e) hotel franchising. The Board
of Directors has not set any  limitations  on the percentage of assets which may
be invested in any one  investment.  The policy herein may be changed  without a
vote of security holders.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)   INDEX TO EXHIBITS
      -----------------
  
   Exhibit     Description                                                Page
   -------     -----------                                                ----

   2(a)        Closing Agreement dated May 15, 1995 between               ***
               Heritage Inn Associates, Ltd. and
               BLM EB, Inc.

   2(b)        Agreement for Purchase and Sale of Hotel between           ****
               Buckhead and ALH Properties No. One, Inc.

   2(c)        Agreement for Purchase and Sale of Hotel between           ****
               Buckhead and ALH Properties No. Two, Inc.

    3(i)       Articles of Incorporation                                  *

    3(i)(a)    Certificate of Amendment of Certificate of Incorporation   **

    3(ii)      By-Laws - Amended and Restated as of June 27, 1994         **

    4(ii)      Mortgage Note Payable dated as of November 7. 1996         +
               made by Heritage Inn Associates, LP as maker,
               to Bloomfield Acceptance Company, LLC

   10(ii)(a)   Employment Agreement dated as of June 30, 1993             *
               between the Company and Douglas C. Collins

   10(ii)(b)   Amendment to Douglas C. Collins Employment Agreement       #

   10(ii)(c)   Employment Agreement dated as of June 30, 1993             #
               between the Company and Robert B. Lee

   10(ii)(d)   Amendment to Robert B. Lee Employment Agreement            #

   10(ii)(e)   Employment Agreement dated as of April 29, 1996            + 
               between the Company and Gregory C. Plank

   10(ii)(f)   1995 Stock Option Plan                                     *****

   21          Subsidiaries of the Company                                +
 
   23          Accountants' Consent                                       8

   27          Financial Data Schedule (Electronic filing only)           +

                                       54


<PAGE>

   *           Previously filed as an Exhibit to the  Registrant's  Registration
               Statement  on Form 10-SB which  became  effective on November 22,
               1993 and incorporated herein by reference.

   **          Previously filed as the same Exhibit number to the  Registrant's
               December  31, 1994  Form  10-KSB  and  incorporated   herein  by
               reference.

   ***         Previously  filed as an Exhibit to the  Registrant's May 15, 1995
               Form 8-K and incorporated herein by reference.

   ****        Previously  filed as an Exhibit to the  Registrant's  December 7,
               1995 Form 8-K and incorporated herein by reference.

   *****       Previously  filed as  Appendix A to the  Registrant's  Definitive
               Proxy Statement dated April 25, 1995 and  incorporated  herein by
               reference.


   #           Previously filed as an Exhibit to the  Registrant's  December 31,
               1995 Form 10-KSB and incorporated herein by reference.


   +           Previously filed as the same Exhibit number to the  Registrant's
               December  31, 1996  Form  10-KSB  and  incorporated   herein  by
               reference.




                                       -5-

<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

(Registrant)  BUCKHEAD AMERICA CORPORATION
             
By:   (Signature and Title):


      /s/ Douglas C. Collins                      /s/ Robert B. Lee
      ----------------------------                -----------------------------
      Douglas C. Collins                          Robert B. Lee
      President &                                 Senior Vice President & Chief
      Chief Executive Officer                     Financial & Accounting Officer

      Date:    May 29, 1997                       Date:  May 29, 1997




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