Exhibit 4.1

                           CERTIFICATE OF ELIMINATION
                                       OF
                            SERIES A PREFERRED STOCK
                                       OF
                          BUCKHEAD AMERICA CORPORATION

                       (Pursuant to Section 151(g) of the
                        Delaware General Corporation Law)

     Buckhead America  Corporation,  a corporation  organized and existing under
the General  Corporation Law of the State of Delaware (the  "Corporation")  does
hereby certify that the following resolutions  respecting the Series A Preferred
Stock were duly adopted by the Corporation's Board of Directors:

               WHEREAS, no shares of the Corporation's  Series A Preferred Stock
          are  outstanding and no shares of the Series A Preferred Stock will be
          issued subject to the  certificate of  designations  previously  filed
          with respect to the Series A Preferred Stock;

               NOW,  THEREFORE IT IS HEREBY  RESOLVED,  that the officers of the
          Corporation be, and each of them is hereby, authorized,  empowered and
          directed to cause a  certificate  of  elimination  to be executed  and
          filed with the Secretary of the State of Delaware  pursuant to Section
          151(g) of the Delaware  General  Corporation Law in order to eliminate
          from the  Corporation's  certificate of incorporation  all matters set
          forth in the certificate of designations  with respect to the Series A
          Preferred Stock.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by its duly authorized officer this 9th day of February, 2001.

                               BUCKHEAD AMERICA CORPORATION



                               By: /s/ Douglas C. Collins
                                   --------------------------------------
                                   Douglas C. Collins, President and Chief
                                   Executive Officer




1359517
<PAGE>
                           CERTIFICATE OF DESIGNATION,
                            PREFERENCES AND RIGHTS OF
                            SERIES B PREFERRED STOCK

                                       OF

                          BUCKHEAD AMERICA CORPORATION


It is hereby certified that:

     1.  The  name of the  corporation  is  Buckhead  America  Corporation  (the
"Corporation").

     2.  Article  Fourth of the  Certificate  of  Incorporation,  as  amended by
Certificate of Amendment,  of the Corporation authorizes the issuance of 200,000
shares of Preferred  Stock and expressly  vests in the Board of Directors of the
Corporation the authority provided therein to issue shares of Preferred Stock at
any time and from time to time,  in one or more series,  and to fix or alter the
designations, preferences and relative, participating, optional or other special
rights  and  qualifications,  limitations  or  restrictions  of such  shares  of
Preferred  Stock,   including  without  limitation  of  the  generality  of  the
foregoing,  dividend rights,  dividend rates,  conversion rights, voting rights,
rights and terms of redemption  (including sinking fund provisions),  redemption
price or prices and  liquidation  preferences of any wholly  unissued  series of
preferred  shares and the number of shares  constituting  any of such series and
the designation  thereof, or any of them; and to increase or decrease the number
of shares of that series, but not below the number of shares of such series then
outstanding.  In case the number of shares of any series shall be so  decreased,
the shares  constituting  such  decrease  shall resume the status which they had
prior to the adoption of the resolution  originally  fixing the number of shares
of such series.

     3. The Board of Directors  of the  Corporation,  pursuant to the  authority
expressly  conferred  upon them as  aforesaid,  adopted a resolution  creating a
series of 30,000  shares  of  Preferred  Stock  designated  "Series B  Preferred
Stock". No shares of Series B Preferred Stock have been issued.

     4. Pursuant to the authority  conferred  upon the Board of Directors by the
amended   Certificate  of  Incorporation  and  Section  151(g)  of  the  General
Corporation  Law of the State of  Delaware,  the Board of  Directors  adopted on
November 15, 2000 the  following  resolutions  setting  forth the  designations,
preferences  and relative,  participating,  optional or other special rights and
qualifications,  limitations  or  restrictions,  of the  shares of the  Series B
Preferred Stock:


<PAGE>

     "RESOLVED, that pursuant to authority granted to and vested in the Board of
Directors  of  the   Corporation  in  accordance  with  the  provisions  of  its
Certificate of Incorporation,  as amended by Certificate of Amendment dated June
1, 1998 and filed with the  Delaware  Secretary  of State on June 4,  1998,  the
Board of Directors  hereby creates a series of Preferred  Stock,  par value $100
per share,  of the  Corporation  and states its designation and number of shares
and fixes the relative rights, preferences and limitations thereof as follows:

     1.  Designation.  The designation  shall be "Series B Preferred Stock" (the
"Series B Preferred Stock"). Each share of the Series B Preferred Stock shall be
identical in all respects to each other share of Series B Preferred  Stock.  The
Series B  Preferred  Stock  shall  have a par value of $100.00  per share  ("Par
Value").

     2.  Number.  The  number of shares of  Series B  Preferred  Stock  shall be
30,000,  which number from time to time may be  increased or decreased  (but not
below the number then outstanding) by the Board of Directors. Shares of Series B
Preferred Stock purchased by the Corporation shall be cancelled and shall revert
to authorized but unissued shares of Preferred  Stock  undesignated as to series
upon proper filing with the Delaware Secretary of State.

     3.  Non-Voting.  The  Series B  Preferred  Stock  shall not have any voting
rights, unless otherwise required by law.

     4. Dividends; Rights upon Liquidation. Beginning as of January 1, 2000, the
holders of Series B Preferred  Stock shall be entitled to receive,  prior and in
preference  to any  distribution  to the holders of Common Stock (and pari passu
with the  distribution  to the holders of any other series of Preferred  Stock),
cumulative  current  dividends  at the rate per annum of 9.25%,  when and to the
extent  declared  by the  Board  of  Directors  out of funds  legally  available
therefor,  to holders of record at the close of business on the last day of each
calendar  month of each calendar  year.  All  accumulated or declared but unpaid
dividends  of the Series B Preferred  Stock must be paid in full before any cash
dividend may be declared on the Common Stock.  Accumulated  dividends shall mean
all dividends on the Series B Preferred  Stock which have accrued thereon to the
holders of record on the last day of each calendar month and remain unpaid as of
any future date.

     In the event of any voluntary or  involuntary  liquidation,  dissolution or
winding up of the  Corporation,  the  assets of the  Corporation  available  for
distribution to its stockholders  shall be distributed in the following order of
priority:

          (a) The  holders of Series B  Preferred  Stock  shall be  entitled  to
receive,  prior and in preference to any  distribution  to the holders of Common
Stock (and pari passu with the  distribution  to the holders of any other series
of  Preferred  Stock),  an amount  equal to the Par Value  plus any  accumulated
dividends on each share of Series B Preferred Stock then  outstanding,  provided
such amount  shall be reduced by an amount equal to all  dividends  declared and
paid with respect to such shares of Series B Preferred  Stock. If the assets and
funds of the Corporation  available for  distribution to the holders of Series B
Preferred  Stock  shall  be  insufficient  to  permit  the  payment  of the full
preferential  amount set forth in this Section 4(a),  then all the assets of the
Corporation  available for  distribution  shall be distributed to the holders of


                                       2
<PAGE>

Series  B  Preferred  Stock  pro  rata so that  each  share  receives  the  same
percentage of its respective liquidation interest.

          (b) After distribution of the amount set forth in Section 4(a) hereof,
the  holders of Series B  Preferred  Stock  shall not be entitled to any further
distributions.

     5. Default Conversion.

          (a)  Beginning on January 1, 2000 and  continuing  thereafter,  if and
when the aggregate  amount of the accumulated or declared but unpaid  dividends,
whether or not  consecutive,  on the Series B Preferred  Stock equals or exceeds
$138,750  then,  at the  written  request  of all of  the  holders  of the  then
outstanding  shares of Series B Preferred Stock, which must be given, if at all,
within ninety (90) days after the aggregate  amount of  accumulated  or declared
but unpaid dividends equals or exceeds $138,750,  the Corporation shall, subject
to Section 5(d),  convert ("Default  Conversion") the applicable  portion of the
shares  of  Series  B  Preferred  Stock  held by such  requesting  holders  (the
"Converting  Preferred Shares") to Common Stock. The Converting Preferred Shares
shall mean that number of the then outstanding  shares of the Series B Preferred
Stock determined by dividing the Default Conversion Value by 110 plus the amount
of the  accumulated or declared but unpaid  dividends  accrued as of the Default
Conversion  Date (as  hereinafter  defined)  with  respect  to each share of the
Series B  Preferred  Stock  then  outstanding.  The date on  which  the  Default
Conversion  takes  place  shall  be  referred  to  hereinafter  as the  "Default
Conversion Date". The aggregate  accumulated or declared but unpaid dividends on
all of the then  outstanding  shares of Series B Preferred  Stock on the Default
Conversion  Date shall be referred  to as the  "Default  Conversion  Value." The
Corporation  shall effect such  Default  Conversion  within  thirty (30) days of
receiving  timely  written  notice from the holders of Series B Preferred  Stock
that the holders wish to convert the Converting Preferred Shares into fully paid
and non-assessable  shares of Common Stock. The number of shares of Common Stock
to be issued for the Converting Preferred Shares shall be determined by dividing
the  Default  Conversion  Value by the Common  Stock  Price (as  defined  herein
after).  For purposes of this Section 5(a),  the "Common Stock Price" shall mean
the average per share closing price (as reported by The Wall Street  Journal) of
the Common  Stock at the close of trading on each of the ten (10)  trading  days
immediately preceding the Default Conversion Date.

          (b) At  least 15 days  prior to a  Default  Conversion  Date,  written
notice shall be mailed, first class, postage prepaid,  certified, return receipt
requested,  or be deposited for overnight delivery with an overnight air courier
service which  guarantees  next day  delivery,  to each holder of record (at the
close of business on the business day next  preceding the day on which notice is
given) of the maximum number of Converting Preferred Shares to be exchanged,  at
the  address  last shown on the  records  of the  Corporation  for such  holder,
notifying  such holder of the  exchange to be effected,  the Default  Conversion
Date,  the place at which  exchange may be obtained and calling upon such holder
to surrender to the Corporation,  in the manner and at the place designated, his
certificate  or  certificates  representing  the  maximum  number of  Converting
Preferred Shares to be exchanged (the "Default  Conversion  Notice").  Except as
provided in Section 5(c), on or after the Default  Conversion  Date, each holder
of Series B Preferred  Stock to be converted  shall surrender to the Corporation
the  certificate or certificates  representing  the maximum number of Converting
Preferred Shares to be surrendered, in the manner and at the place designated in
the Default  Conversion  Notice,  and thereupon a certificate  for the number of


                                       3
<PAGE>

shares of Common  Stock to which such holder  shall be  entitled  as  aforesaid,
shall be  tendered  to the person  whose name  appears  on such  certificate  or
certificates  as the owner thereof and a certificate or certificates of Series B
Preferred Stock equaling the actual number of Converting  Preferred Shares shall
be canceled. Notwithstanding the foregoing, the exchange of Converting Preferred
Shares for shares of Common Stock pursuant to this Section 5 shall not affect or
reduce the  accumulated  or declared  but unpaid  dividends on all shares of the
Series B Preferred Stock not converted.

          (c) From and after the  Default  Conversion  Date,  all  rights of the
holders of shares of Series B Preferred Stock  requesting  conversion as holders
of Series B Preferred  Stock  (except the right to receive such shares of Common
Stock to which such holder is entitled  upon  surrender  of his  certificate  or
certificates) shall cease with respect to only Converting Preferred Shares which
have actually  been  surrendered  in exchange for Common Stock,  and such shares
shall not thereafter be transferred on the books of the Corporation or be deemed
to be outstanding for any purpose whatsoever.

          (d) The aggregate  number of shares of Series B Preferred  Stock which
may be exchanged  by  requesting  holders into Common Stock  pursuant to Section
5(a)  shall be limited to fifty  percent of the  outstanding  shares of Series B
Preferred Stock. Notwithstanding the foregoing, the number of shares of Series B
Preferred  Stock which may be exchanged by requesting  holders into Common Stock
pursuant  to Section  5(a) shall be limited to that number of shares of Series B
Preferred  Stock which do not cause the  Corporation  to violate  Nasdaq's  Rule
4460(i)  (Non-Quantitative  Designation  Criteria for Issuers  Exceptions United
Partnerships-Shareholder  Approval),  or any  similar  rule  promulgated  by any
exchange  on which the Common  Stock  shall then be listed.  With  regard to any
share of the Converting  Preferred Shares which may not be exchanged into shares
of Common  Stock due to such Nasdaq or other  exchange  rules,  the  Corporation
shall  promptly  seek the  approval  of the  exchange  of  remaining  shares  of
Converting  Preferred  Shares for shares of Common  Stock from the Nasdaq  Stock
Market or other securities exchange in which the Corporation's  shares of Common
Stock  are  then  traded.  In the  event  that  approval  is not  obtained,  the
Corporation shall purchase the number of Converting Preferred Shares as to which
conversion has been requested,  but cannot be  accomplished  due to this Section
5(d).  The purchase  price for each such share of  Converting  Preferred  Shares
shall be equal to $110 plus the  aggregate  accumulated  or declared  but unpaid
dividends with respect to each of the  outstanding  shares of Series B Preferred
Stock.

     6. Conversion After September 17, 2004.

          (a) Right of Holders to Convert. At any time after September 17, 2004,
all holders of Series B Preferred  Stock may convert any or all of such Series B
Preferred  Stock into fully paid and  non-assessable  shares of Common Stock. If
less than all of such shares of Series B Preferred  Stock are  converted  at any
time, the holders of the remaining shares of Series B Preferred Stock shall have
the  continuing  option to convert  the  remaining  shares of Series B Preferred
Stock  pursuant to this Section 6(a).  The aggregate  number of shares of Common
Stock  issuable upon such  conversion  shall be calculated as follows:  dividing
$100.00   ("Optional   Conversion  Price")  by  the  "Common  Stock  Price"  (as
hereinafter  defined)  and  multiplying  that  amount by the number of shares of
Series B Preferred Stock being so converted. "Common Stock Price" is the average
per share closing  price (as reported by The Wall Street  Journal) of the Common


                                       4
<PAGE>

Stock at the  close  of  trading  of each of the ten  trading  days  immediately
preceding the "Optional Notice Date" (as hereinafter defined).  "Optional Notice
Date" means the date on which the Corporation  received  written notice from the
holder of Series B Preferred  Stock  exercising  such  conversion,  which notice
shall set forth the  number  of  shares  of Series B  Preferred  Stock  being so
converted and be  accompanied  by a  certificate  evidencing  such shares,  duly
executed by such holder of record.  The  Corporation  shall effect such Optional
Conversion within thirty (30) days of the Optional Notice Date.

          (b)  Right of  Corporation  to  Cause  Conversion.  At any time  after
September 17, 2004 and at the election of the  Corporation  upon giving  written
notice,  all,  but not less than all, of the Series B  Preferred  Stock shall be
converted into shares of Common Stock ("Required  Conversion").  The Corporation
shall effect such Required Conversion no earlier than fifteen (15) business days
after nor later  than  thirty  (30) days  after  the  Required  Notice  Date (as
hereinafter  defined).  "Required  Notice  Date"  shall be the date on which the
Corporation  deposits into the mail written notice of such Required  Conversion,
and the "Required  Conversion  Date" shall be the date on which the  Corporation
effects such Required Conversion. The aggregate number of shares of Common Stock
to be received  by the  holders of shares of Series B  Preferred  Stock upon the
Required  Conversion shall be calculated as follows:  divide $110.00  ("Required
Conversion  Price") by the  Common  Stock  Price (as  hereinafter  defined)  and
multiply  that amount by the number of shares of Series B Preferred  Stock being
so  converted.  "Common  Stock Price" is the average per share closing price (as
reported by The Wall Street Journal) of the Common Stock at the close of trading
of each of the ten trading  days  immediately  preceding  the  "Required  Notice
Date." After the  Required  Conversion,  the shares of Series B Preferred  Stock
shall be deemed to have been cancelled and no longer issued and outstanding, and
the  Corporation  shall promptly issue and deliver to such holders  certificates
for the number of shares of Common Stock to which such holders shall be entitled
upon  the  Corporation's  receipt  of the  cancelled  Series B  Preferred  Stock
certificates from such holders.

          (c)  Dividends.  Upon a Required  Conversion of all shares of Series B
Preferred  Stock as provided in Section 6(b),  all  accumulated  or declared but
unpaid  dividends with respect to such shares through and including the Required
Conversion Date shall be paid to the holder thereof in cash out of funds legally
available  therefor,  and any such Required Conversion is hereby conditioned for
all  purposes  thereon.  Upon an Optional  Conversion  of any shares of Series B
Preferred  Stock as provided in Section 6(a),  all  accumulated  or declared but
unpaid dividends with respect to such shares shall be paid to the holder thereof
in cash out of funds  legally  available  therefor,  or if funds are not legally
available therefor, then the Corporation issue additional shares of Common Stock
to the holders of shares of Series B Preferred  Stock at the Common  Stock Price
(as defined in Section  6(a)) in exchange for such  accumulated  or declared but
unpaid dividends.

     7. No Fractional Shares.  Notwithstanding  any term or provision  contained
herein to the  contrary  in Section 5 or Section  6, the  Corporation  shall not
issue any  fractional  shares of Common Stock.  In the event a holder would have
been entitled to fractional shares, then the Corporation shall, in lieu thereof,
issue payment in cash to such holder for the value of such fractional shares not
issued in the conversion.



                                       5
<PAGE>

     FURTHER   RESOLVED,   that  the  statements   contained  in  the  foregoing
resolutions creating and designating the Series B Preferred Stock and fixing the
powers,  designations,  preferences and relative, optional,  participating,  and
other special  rights and the  qualifications,  limitations,  restrictions,  and
other  distinguishing  characteristics  thereof  with  respect  to the  Series B
Preferred  Stock  shall,  upon the  filing of the  Certificate  of  Designation,
Preferences and Rights with respect thereto,  be deemed to be included in and be
a part of the Certificate of  Incorporation  of the Corporation  pursuant to the
provisions of Sections 104 and 151 of the General  Corporation  Law of the State
of Delaware."

     5. The effective date of this instrument shall be the date this Certificate
of Designation, Preferences and Rights of Series B Preferred Stock is filed with
the Secretary of State of Delaware.






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                                       6
<PAGE>




     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by its President and Chief Executive Officer and, such authorized officer
hereby  declares,  under  penalty  of  perjury  under  the laws of the  State of
Delaware,  that he signed this  Certificate  in the official  capacity set forth
beneath his signature and that the statements set forth in this  Certificate are
true and correct of his own knowledge this 9th day of February, 2001.



                                      /s/ Douglas C. Collins
                                      -----------------------------------------
                                      Douglas C. Collins
                                      President and Chief Executive Officer



                                       7


1359492