SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(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, 1997

                                       OR

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

                         Commission file number 0-17018

                         STRATFORD AMERICAN CORPORATION
                 (Name of small business issuer in its charter)

           Arizona                                               86-0608035
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

2400 E. Arizona Biltmore Circle, Building 2, Suite 1270, Phoenix, Arizona  85016
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number, including area code:                (602)956-7809
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
              Common Stock, $.01 Par Value
              Series "A" Preferred Stock, $.01 Par Value

              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 the  Regulation  S-B is not contained  herein,  and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated  by  reference in Part of III of this Form
10-KSB or any amendment to this Form 10-KSB [X]

              Issuer's revenues for its most recent fiscal year:    $13,060,000.

              The   aggregate   market   value  of  the  voting  stock  held  by
non-affiliates of the registrant, based on the February 28, 1998 average bid and
asked prices of $.04 per share, is $2,521,000.

              At February 28,  1998,  88,076,806  shares of the issuer's  common
stock and no shares of its preferred stock were issued and outstanding.

Transitional Small Business Disclosure Format (check one)  Yes     No  X
                                                               ---    ---

              Certain portions of the  registrant's  definitive Proxy Statement,
which  will be filed  with  the  Commission  on or  about  April  30,  1998,  in
connection  with the Annual Meeting of Shareholders of the registrant to be held
on July 8, 1998, are incorporated by reference into Part III of this report.
<PAGE>
                                     PART I

ITEM 1. BUSINESS
----------------

General
-------

              General Development of Business.  Stratford American  Corporation,
an Arizona corporation (the "Company"),  has several  wholly-owned  subsidiaries
and one subsidiary of which it owns 80%. Unless  otherwise  specified,  the term
"Company" as used herein includes the Company's subsidiaries.

              In June 1994,  the  Company  established  Stratford  American  Car
Rental  Systems,  Inc.  ("SCRS") to acquire the assets and  franchise  rights of
substantially all of the Arizona operations doing business as Dollar Rent A Car.

Narrative Description of Business
---------------------------------

              The Company,  through its subsidiaries,  is engaged principally in
the business of leisure and  commercial  car rental in the State of Arizona.  It
has  nominal   involvement  in  real  estate  management  and  natural  resource
exploration and development. The Company employs 98 full-time employees.

              Dollar Rent A Car. In June 1994,  through the  Company's 80% owned
subsidiary  SCRS,  the  Company  acquired  the  assets and  franchise  rights to
substantially all of the Arizona operations doing business as Dollar Rent A Car.
As  part  of  the  acquisition,  additional  funds  were  raised  by  SCRS  from
subordinated notes. The noteholders also own 20% of the outstanding common stock
of SCRS. See Notes 9 and 12 to the Consolidated Financial Statements. The status
of SCRS as a franchise  is governed by a  franchise  agreement  (the  "Franchise
Agreement") granted by Dollar Systems,  Inc. (the  "Franchisor").  The Franchise
Agreement grants to SCRS certain  exclusive  territories in which to operate the
Dollar Rent A Car vehicle rental business. These territories include all Arizona
counties  except  the  Counties  of  Coconino,  Navajo and Pima.  The  Franchise
Agreement  is in effect  for a period of ten years  with an option to renew such
agreement  for an  additional  ten years  provided  that SCRS has  operated  its
business in compliance with the terms of the Franchise Agreement.  The Franchise
Agreement provides the Franchisor with significant rights regarding the business
and  operations  of SCRS.  Specifically,  SCRS must  operate  its  franchise  in
accordance with certain standards  contained in the Franchise  Agreement and the
Dollar Rent A Car Operations Guide. This includes certain guidelines relating to
the number of vehicles  maintained for rental, and the amount of advertising and
promotion  expenditures  required.  The  Franchisor has the right to monitor the
operations of SCRS, and certain  defaults by SCRS under the Franchise  Agreement
would give the Franchisor the right to terminate the franchise  governed by such
Franchise  Agreement.  Any loss of the franchise  could have a material  adverse
effect on the Company's  business,  operating  results and financial  condition.
Certain  license fees are  required to be paid  monthly  based on an agreed upon
percentage  structure  of gross  rental  revenues.  In May 1995,  an  Assistance
Agreement between SCRS and Franchisor modified the Franchise Agreement (see Note
3 to the Consolidated Financial Statements).

              SCRS rents  cars,  trucks,  and  passenger  vans to  business  and
leisure  travelers and others at 6 locations,  including all three  terminals at
Phoenix Sky Harbor International  Airport.  SCRS also generates revenue from the
sales of ancillary products such as loss damage waivers,  supplemental liability
insurance,  personal accident  insurance and personal effects  insurance.  Total
revenues  from the car rental  operations  accounted  for  approximately  99% of
consolidated revenue during the year ended December 31, 1997.
                                                                               2
<PAGE>
              The vehicle rental industry is very competitive and subject to the
pressures of both the rental rates and fleet sizes of competitors as well as the
availability  of a reasonably  priced  fleet.  In any given  location,  SCRS may
encounter competition from national, regional and local companies, many of whom,
particularly  those owned by the major vehicle rental companies,  have access to
greater  financial  resources than SCRS.  SCRS's main  competitors are The Hertz
Corporation,  Avis Inc., Alamo Rent a Car Inc., National Car Rental System Inc.,
and Budget Rent a Car  Corporation.  SCRS's  operations  are generally the sixth
largest at its Phoenix Sky Harbor Airport  locations.  There can be no assurance
the Company will be able to compete  successfully.  Any inability by the Company
to compete  successfully  would have a material  adverse effect on the Company's
business, operating results and financial condition.

              Approximately  84% of SCRS's  revenue is  generated at its airport
facilities.  Any event which  disrupts  air travel  patterns  at SCRS's  airport
facilities for a continued  period of time could have a material  adverse effect
on SCRS's  financial  condition  and results of  operations.  These events could
include labor unrest,  airline  bankruptcies or consolidations,  the outbreak of
war or  terrorist  incidents,  natural  occurrences,  such as  earthquakes,  and
general economic conditions.

              SCRS's rental business is seasonal,  and historically the stronger
revenue months occur from February through May. As a result, any occurrence that
disrupts travel patterns during this period could have a material adverse effect
on SCRS's annual  performance.  SCRS's weakest  revenue months are generally the
months of August, September and December.

              Sports  Careers.  In October  1996,  the  assets of the  Company's
subsidiary Stratford American Sports Corp. ("SASC") were sold. The stock of SASC
was  subsequently  sold in  December  1996.  SASC  has been  accounted  for as a
discontinued  operation as discussed  in Note 14 to the  Consolidated  Financial
Statements.  The Company has no future  plans to  participate  in sports  career
related activities.

              Natural Resources. The Company owns, through its subsidiaries,  an
interest in an Alaskan gold mining prospect.  As of December 1997, the remaining
book value of this  mining  interest  has been  written  off  completely  due to
impairment caused by continued depressed gold prices. A nominal interest in four
oil and gas wells located in Arkansas and Oklahoma have been effectively  turned
over and  assigned to a third party  during  1997,  based on a completed  payout
agreement.  The  Company has no other  interest  in any oil and gas  properties.
Total revenues from natural resource  operations were  insignificant  during the
year ended December 31, 1997. (See Item 2 - Properties.)

ITEM 2. PROPERTIES
------------------

              Principal  Offices.  The  principal  offices  of the  Company  are
located at 2400 East Arizona Biltmore Circle,  Building 2, Suite 1270,  Phoenix,
Arizona 85016,  telephone (602) 956-7809. The premises are leased at the rate of
approximately  $99,000  per  year.  The term of the  current  lease  expires  in
September 1999. The Company  believes its office space is sufficient to meet its
operational needs in the near future.

              SCRS leases a 2,500 square foot building  situated on 2.4 acres of
land for use in its  Dollar  Rent A Car  operations  as a service  facility  and
vehicle  staging area.  This facility,  located at 50 S. 24th Street in Phoenix,
Arizona,  is leased at a current  rate of  approximately  $79,000 per year.  The
lease expires in May 1999 and contains a five year extension  option.  SCRS also
leases various  facilities  for its satellite and airport  operations for Dollar
Rent A Car under  leases  with terms  ranging  from month to month  through  ten
years.  The airport lease  requires  minimum annual lease payments of $1,150,000
and a maximum  of 10% of  specified  airport  revenues.  This  lease  expires in
October 2000.
                                                                               3
<PAGE>
Natural Resource Properties
---------------------------


              Alaska Gold  Exploration.  The Company,  has  determined  that its
41.3%  interest in the "Big  Hurrah," a gold mine  prospect  located  near Nome,
Alaska,  has no value and has been completely written off in 1997. See Note 6 to
the Consolidated Financial Statements.

              Oil and Gas. The Company's  remaining oil and gas properties  were
assigned to a third party during 1997 based on a completed payout agreement. The
Company has no other interest in any oil and gas properties.

ITEM 3. LEGAL PROCEEDINGS
-------------------------

              The  Company  is not  currently  a  party  to any  material  legal
proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------

              No matter was  submitted to a vote of the  Company's  shareholders
during the fourth quarter ended December 31, 1997.


EXECUTIVE OFFICERS
------------------

      Name                    Age           Office                Officer Since
      ----                    ---           ------                -------------

David H. Eaton                62      Chief Executive Officer          6/88
Mel L. Shultz                 47      President                        5/87
Timothy A. Laos               44      Vice President, Chief            3/95
                                      Financial Officer,
                                      Treasurer and Secretary

              David H. Eaton has been the  Chairman of the Board of Directors of
the Company since February 29, 1988 and its Chief  Executive  Officer since June
1, 1988.

              Mel L. Shultz has been a Director and the President of the Company
since May 20, 1987. Mr. Shultz was previously involved on his own behalf in real
estate development and oil and gas investment.

              Timothy A. Laos, C.P.A., became a Vice President,  Chief Financial
Officer,  Treasurer and Secretary of the Company effective March 1, 1995. He was
involved in public  accounting  from 1978 to 1981  including the first two years
employed by Price Waterhouse. From 1984 through 1992, Mr. Laos was the corporate
controller for Martin Oil and Gas Company,  an independent oil and gas producer.
From  1992  through  1995,  he was the  corporate  controller  for  the  Haworth
Corporation,  a local real  estate  developer.
                                                                               4
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
----------------------------------------------------------------

Market Information
------------------

              As of December 31, 1997,  the Company's  common  stock,  $0.01 par
value, was listed and traded on the OTC Bulletin Board (symbol: STFA).

              The high and low bid  prices  for each  quarter  since  January 1,
1996, are as follows:

                           Time Period            High               Low
                           -----------            ----               ---

                 1997:     First quarter          .045               .02
                           Second quarter         .04                .025
                           Third quarter          .035               .026
                           Fourth quarter         .055               .03

                 1996:     First quarter          .03                .02
                           Second quarter         .08                .02
                           Third quarter          .04                .03
                           Fourth quarter         .04                .02

              The above  information  is based on the bid price as  furnished by
the National  Quotation  Bureau.  The quotations  reflect  inter-dealer  prices,
without retail mark-up,  mark-down or commission,  and may not represent  actual
transactions.

Holders
-------

              As of  February  28,  1998,  the  common  stock of the  Company is
estimated  to be held  beneficially  by  approximately  2,000  shareholders.  No
preferred stock is outstanding.

Dividends
---------

              The Company has never paid cash  dividends  on its common  equity.
Arizona law restricts the ability of a corporation to pay dividends. These state
law restrictions materially limit the Company's ability to pay dividends and are
likely to materially limit the future payment of dividends. The Company does not
expect to pay dividends in the foreseeable future, but rather expects to use any
cash otherwise  available for distribution to satisfy debt obligations and build
business operations.

Recent Sales of Unregistered Securities
---------------------------------------

In March 1997, an option to purchase 3,000,000 shares,  granted to an officer of
the Company in 1994, were exercised for an aggregate  exercise price of $30,000.
In September  1997,  options to purchase  1,000,000  shares,  granted to certain
Advisory  Committee  members in 1992,  were exercised for an aggregate  exercise
price of $50,000.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
-----------------------------------------------------------------

General
-------

              The Company  recognized a consolidated loss for the fourth quarter
of 1997 as a result  of an  expected  seasonal  decline  in the  vehicle  rental
business  coupled with a provision for certain  receivable  accounts  which were
determined to be uncollectable.  Additionally,  the Company wrote off its mining
interest  during  the  fourth  quarter  due to  impairment.  This  determination
effected  a  $375,000  non  cash  loss  which  is  included  in  the   Company's
consolidated  loss for the year. In September  1997,  the Company closed four of
its off airport rental locations  determined to be  unprofitable,  keeping three
remaining  locations in proximity to the Sky Harbor Airport with the strategy to
focus its resources more specifically toward the stronger airport market.

              The vehicle rental business in Arizona is seasonal with the months
of February through May typically  representing  the higher revenue months.  The
vehicle rental  business is also highly  competitive and subject to pressures of
both the rental rates and fleet sizes of competitors as well as the availability
of a  reasonably  priced  fleet.  Efforts are in place to reduce fleet and other
operational costs in order to achieve profitability.
                                                                               5
<PAGE>
Liquidity and Capital Resources
-------------------------------

              In December 1996, the Company,  through SCRS, secured a $3,000,000
credit line from a major bank, including a $2,000,000 line available for general
operational use, and a $1,000,000 line to purchase revenue earning vehicles.  In
addition,  the Company  continues to maintain  already existing vehicle lines of
credit from other sources.

              SCRS  incurs a minimum of  $1,150,000  in airport  access  charges
yearly based on the level of car rental business recognized at all three airport
terminal locations.  Effective June 1997, SCRS began passing through most of its
airport access charges to car rental customers with no significant impact on its
level of business activity.  With continued success in implementing this policy,
the Company should achieve significant future cost savings.

              The Company anticipates that with its recently completed financing
and with the  continuation  of efforts to improve  Dollar  Rent A Car  operating
results as discussed  above, it should meet its operational  cash flow needs for
the  remainder  of 1998.  However,  due to,  among  other  things,  the  factors
described above, some of which are outside the Company's  control,  there are no
assurances that either profitability or adequate cash flows from operations will
be achieved.

Results of Operations - Year Ended  December 31, 1997,  Compared with Year Ended
--------------------------------------------------------------------------------
December 31, 1996
-----------------

              The  Company  reported  a net loss of  $1,199,000  during  1997 in
comparison to a net loss of $268,000 in 1996. The 1997 results include a loss of
$375,000  from  impairment  of a mining  interest as  discussed in Note 6 to the
Consolidated  Financial  Statements.  The  1996  results  include  a net gain of
$221,000  from   discontinued   operations  as  discussed  in  Note  14  to  the
Consolidated  Financial  Statements.  The increase in vehicle rental  operations
expenses  from  $11,071,000  in 1996 to $ 11,646,000 in 1997 is primarily due to
losses  incurred on the sale of risk vehicles due to a weak wholesale  market in
1997  compared  to risk  vehicle  gains  recognized  in 1996,  and also due to a
provision  for  certain   receivable   accounts  which  were  determined  to  be
uncollectable in 1997.

              Vehicle  Rental  Activities.  Revenues from rental car  activities
accounted for 99% of total revenues from operations in 1997. The slight increase
in total vehicle rental  revenues  includes a 7% increase in airport revenue due
to increased airport activity,  and a 19% decrease in off airport revenue due to
the closing of four off airport locations deemed to be unprofitable.

Capital Requirements
--------------------

              The Company  does not have any material  plans for future  capital
expenditures at the present time.

Impact of Inflation
-------------------

              Inflation  has  not  had a  significant  impact  on the  Company's
results of operations.  Due to competitive pressures,  the Company is not always
able to pass through  modest  increases  in rental  rates.  Future  inflationary
increases, if any, is a factor of which the Company must be cognizant.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
--------------------------------------------------------------------------------

              Certain statements contained in this report,  including statements
containing the words "believes,"  "anticipates,"  "intends," "expects" and words
of similar import, constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and are subject to the safe
harbors  created  thereby.  Such  forward-looking  statements  involve known and
unknown risks, uncertainties and other factors that may cause the actual results
to be materially  different from the  forward-looking  statements.  Such factors
include, among others, the following: SCRS's ability to maintain the Dollar Rent
A Car  franchise,  the Company's  ability to compete  successfully,  the risk of
disruption of air travel patterns, the fact that the Company's operating results
are seasonal,  the risk that all of the foregoing factors or other factors could
cause  fluctuations in the price of the Company's  common stock, and other risks
detailed in this  report and from time to time in the  Company's  other  filings
with the Securities and Exchange Commission. Given these uncertainties,  readers
should not place undue reliance on such forward-looking statements.
                                                                               6
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------
<TABLE>
<CAPTION>
                               Index                                                                        Page
                               -----                                                                        ----

Stratford American Corporation and Subsidiaries Consolidated Financial Statements
December 31, 1997

              <S>                                                                                            <C>
              Independent Auditors' Report                                                                    8

              Consolidated Balance Sheet as of December 31, 1997                                              9

              Consolidated Statements of Operations for the years ended
              December 31, 1997 and 1996                                                                      10

              Consolidated Statements of Shareholders'
              Equity (Deficiency) for the years ended
              December 31, 1997 and 1996                                                                      11

              Consolidated Statements of Cash Flows for the years ended
              December 31, 1997 and 1996                                                                      12

              Notes to Consolidated Financial Statements                                                      13
</TABLE>
All schedules are omitted as the required  information  is  inapplicable  or not
present in amounts sufficient to require submission of the schedule,  or because
the required  information is presented in the consolidated  financial statements
or notes thereto.
                                                                               7
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



The Board of Directors
Stratford American Corporation:


We have  audited  the  accompanying  consolidated  balance  sheet  of  Stratford
American  Corporation and  subsidiaries as of December 31, 1997, and the related
consolidated  statements of operations,  shareholders' equity (deficiency),  and
cash  flows for each of the  years in the  two-year  period  then  ended.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of Stratford American
Corporation  and  subsidiaries as of December 31, 1997, and the results of their
operations  and their  cash flows for each of the years in the  two-year  period
then ended in conformity with generally accepted accounting principles.



                                        KPMG Peat Marwick LLP






Phoenix, Arizona
March 20, 1998
                                                                               8
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                December 31, 1997
<TABLE>
<CAPTION>
                                              ASSETS

<S>                                                                         <C>
Cash and cash equivalents                                                   $    168,000
Receivables:
    Trade, less allowance for doubtful accounts of $180,000                      648,000
    Mortgages                                                                     63,000
                                                                            ------------
                                                                                 711,000

Prepaid expenses                                                                 232,000
Revenue earning vehicles, net                                                    390,000
Property and equipment, net                                                      376,000
Deposits                                                                         217,000
Other assets                                                                     199,000
Franchise rights, less accumulated amortization of $121,000                      261,000
                                                                            ------------

                                                                            $  2,554,000
                                                                            ============


                               LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable, secured by revenue earning vehicles                          $    370,000
Accounts payable                                                               1,059,000
Notes payable and other debt                                                   1,973,000
Accrued interest                                                                 570,000
Accrued liabilities                                                              384,000
                                                                            ------------

        Total liabilities                                                      4,356,000


Shareholders' equity (deficiency):
   Nonredeemable preferred stock, par value $.01 per share;
     authorized 50,000,000 shares, none issued
   Common stock, par value $.01 per share; authorized 100,000,000 shares;
     issued and outstanding 88,076,806 shares                                    881,000
   Additional paid-in capital                                                 25,981,000
   Retained earnings (deficit)                                               (28,653,000)
   Treasury stock, 29,500 shares at cost                                         (11,000)
                                                                            ------------

                                                                              (1,802,000)

Commitments and subsequent events                                           ------------

                                                                            $  2,554,000
                                                                            ============
</TABLE>
          See accompanying notes to consolidated financial statements.
                                                                               9
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years ended December 31, 1997 and 1996


                                                       1997            1996
                                                   ------------    ------------
REVENUES:

  Vehicle rental activities                        $ 12,957,000    $ 12,691,000
  Interest and other income                             103,000         171,000
                                                   ------------    ------------

                                                     13,060,000      12,862,000
                                                   ------------    ------------

EXPENSES:

  Vehicle rental operations                          11,646,000      11,071,000
  General and administrative                            602,000         649,000
  Depreciation and amortization                       1,055,000       1,013,000
  Interest                                              581,000         565,000
  Loss on impairment - mining interest                  375,000
                                                   ------------    ------------

                                                     14,259,000      13,298,000
                                                   ------------    ------------

LOSS FROM CONTINUING OPERATIONS                      (1,199,000)       (436,000)


DISCONTINUED OPERATIONS:
  Loss from operations of Sports Careers                                (53,000)
  Gain on disposal of Sports Careers                                    221,000
                                                   ------------    ------------
    Net income from discontinued operations                             168,000
                                                   ------------    ------------


NET LOSS                                           $ (1,199,000)   $   (268,000)
                                                   ============    ============

Basic and diluted net loss per share:
  Loss from continuing operations                  $      (0.01)   $      (0.01)
  Income from discontinued operations                                      0.01
                                                   ------------    ------------

Basic and diluted net loss per share               $      (0.01)   $      (0.00)
                                                   ============    ============

          See accompanying notes to consolidated financial statements.
                                                                              10
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)
                     Years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>

                                                                                                                         Total
                                Common Stock             Additional     Retained             Treasury Stock          shareholders'
                        ----------------------------      paid-in       earnings       ---------------------------       equity
                           Shares          Amount         capital       (deficit)         Shares         Amount       (deficiency)
                        ------------    ------------    ------------   ------------    ------------   ------------    ------------
<S>                       <C>           <C>             <C>            <C>                   <C>      <C>             <C>
Balance,
  December 31, 1995       84,076,806    $    841,000    $ 25,780,000   $(27,186,000)         29,500   $    (11,000)   $   (576,000)
  Repurchase of
    minority interest                                        161,000                                                       161,000
Net loss                                                                   (268,000)                                      (268,000)
                        ------------    ------------    ------------   ------------    ------------   ------------    ------------

Balance,
  December 31, 1996       84,076,806    $    841,000    $ 25,941,000   $(27,454,000)         29,500   $    (11,000)   $   (683,000)
  Common stock issued      4,000,000          40,000          40,000                                                        80,000
Net loss                                                                 (1,199,000)                                    (1,199,000)
                        ------------    ------------    ------------   ------------    ------------   ------------    ------------

Balance,
  December 31, 1997       88,076,806    $    881,000    $ 25,981,000   $(28,653,000)         29,500   $    (11,000)   $ (1,802,000)
                        ============    ============    ============   ============    ============   ============    ============
</TABLE>
          See accompanying notes to consolidated financial statements.
                                                                              11
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 1997 and 1996
<TABLE>
<CAPTION>
                                                                       1997           1996
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                        $(1,199,000)   $  (268,000)
    Adjustments to reconcile net loss to net cash
       provided by operating activities:
       Depreciation and amortization from continuing operations       1,055,000      1,013,000
       Depreciation and amortization from discontinued operations                       11,000
       Loss on sale of revenue earning vehicles                         290,000          8,000
       Gain on sale of discontinued operations                                        (221,000)
       Loss on impairment of mining interest                            375,000

    Changes in assets and liabilities:
       Decrease (increase) in accounts and mortgages receivable          48,000       (333,000)
       Decrease (increase) in other assets                              (54,000)        93,000
       Increase in accounts payable                                      84,000         66,000
       Increase in accrued liabilities                                   65,000        253,000
                                                                    -----------    -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                               664,000        622,000
                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    (Addition) reduction to restricted cash                             760,000        (21,000)
    Proceeds from sales of revenue earning vehicles                   6,322,000      4,671,000
    Proceeds, net, from sale of subsidiary                                             247,000
    Purchases of property and equipment                                 (54,000)      (170,000)
    Purchases of revenue earning vehicles                              (888,000)    (8,478,000)
                                                                    -----------    -----------

NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                  6,140,000     (3,751,000)
                                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from revenue earning vehicle financing                     843,000      8,460,000
    Payments on revenue earning vehicle financing                    (7,543,000)    (5,617,000)
    Proceeds from other debt                                            375,000        225,000
    Payments on other debt                                             (564,000)      (147,000)
    Proceeds from issuance of common stock                               80,000
                                                                    -----------    -----------

NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES                 (6,809,000)     2,921,000
                                                                    -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                (5,000)      (208,000)

CASH AND CASH EQUIVALENTS, beginning of year                            173,000        381,000
                                                                    -----------    -----------

CASH AND CASH EQUIVALENTS, end of year                              $   168,000    $   173,000
                                                                    ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Interest paid during the year                                   $   526,000    $   376,000
                                                                    -----------    -----------
    Equipment acquired in exchange for long-term debt                              $    65,000
                                                                    ===========    ===========
</TABLE>
          See accompanying notes to consolidated financial statements.
                                                                              12
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1997 and 1996


NOTE 1 - NATURE OF BUSINESS
---------------------------

Stratford  American  Corporation (the "Company"),  with its principal car rental
locations  at or near  Phoenix  Sky  Harbor  International  Airport,  is engaged
principally in the business of leisure and commercial car rental in the State of
Arizona. It has nominal involvement in real estate management.



NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------

Principles of Consolidation
---------------------------

The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  All significant  intercompany  accounts and transactions have
been eliminated in consolidation.

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid investments with original  maturities of
3 months or less to be cash equivalents.  The carrying amount  approximates fair
value because of the short maturity of the financial instruments.

Revenue Earning Vehicles
------------------------

Revenue earning vehicles are stated at cost less accumulated  depreciation.  The
straight-line  method is used to depreciate  revenue  earning  vehicles to their
estimated  residual  values  over the  anticipated  periods  of use based on the
Company's fleet plan, typically ranging from 6 to 14 months.

Property and Equipment
----------------------

Property and equipment are recorded at cost.  Depreciation  is recorded based on
the  straight-line  method over the estimated useful lives of the related assets
ranging from 3 to 7 years.  Leasehold improvements are amortized over the lesser
of the lease term or the estimated useful lives.

Franchise Rights
----------------

Franchise  rights are  recorded  at cost.  Amortization  is  recorded  using the
straight-line  method over the term and renewal  option  period of the franchise
agreement (20 years).
                                                                              13
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1997 and 1996


Income Taxes
------------

Income taxes are accounted for under the asset and  liability  method.  Deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carry  forwards.  Deferred tax assets and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.

Net Loss Per Common Share
-------------------------

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 128,  "Earnings  Per Share" (SFAS No. 128)
which specifies the computation,  presentation  and disclosure  requirements for
earnings  (loss) per share for companies  with  publicly held common stock.  The
Company has adopted the provisions of SFAS No. 128 in 1997 and has retroactively
applied the  provisions in 1996.  Basic net loss per share is computed using the
weighted  average  number  of  common  shares  outstanding  during  each  period
(86,869,224 shares for 1997 and 84,076,806 for 1996). Diluted net loss per share
is the  same as  basic  net  loss  per  share  in both  1997 and 1996 due to the
antidilutive nature of common stock equivalents.

Accounting Standards Not Yet Adopted by the Company
---------------------------------------------------

The  Financial  Accounting  Standards  Board has issued  several  Statements  of
Financial  Accounting  Standards for which the required  implementation date has
not yet  become  effective.  None of  these  accounting  standards  will  have a
material impact on the Company's consolidated financial statements.

Use of Estimates
----------------

Management  of the  Company  has  made a number  of  estimates  and  assumptions
relating  to the  reporting  of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities  to  prepare  these  consolidated  financial
statements in conformity with generally accepted accounting  principles.  Actual
results could differ from those estimates.

Reclassifications
-----------------

Certain  amounts  in  the  accompanying  1996  financial  statements  have  been
reclassified to conform with the 1997 presentation.


NOTE 3 - DOLLAR RENT A CAR FRANCHISE LICENSE AGREEMENT
------------------------------------------------------

A License  Agreement  dated May 31,  1994 was  entered  into  between  Stratford
American Car Rental Systems, Inc. ("SCRS") and Dollar Systems,  Inc., the Dollar
Rent A Car franchisor.  A $1,900,000  note payable to Dollar  Systems,  Inc. was
executed by SCRS which required monthly payments of $18,000, including principal
and  interest at 8%, and matured in June 2000.  On May 16,  1995,  an  agreement
between SCRS and Dollar  Systems,  Inc. was executed  which served to adjust the
previously  set  cost  of  the  license  agreement.  Along  with  other  license
concessions,  the  remaining  note  payable  balance  to Dollar  Systems,  Inc.,
totaling $1,858,000,  was eliminated,  provided that the Company did not default
on any obligations due to Dollar Systems, Inc. through the end of 1996, in which
case half of the balance  would  become due in June 2000.  Effective  January 1,
1997, the Company  successfully met its requirement for completing the terms and
conditions of debt elimination.
                                                                              14
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1997 and 1996


NOTE 4 - REVENUE EARNING VEHICLES
---------------------------------

Revenue earning vehicles consist of the following as of December 31, 1997:

                   Revenue earning vehicles        $ 452,000
                   Less accumulated depreciation     (62,000)
                                                   ---------

                                                   $ 390,000
                                                   =========

The Company also leases vehicles under operating lease  agreements which require
the Company to provide normal maintenance and liability coverage. The agreements
have initial terms of 6 to 9 months.  The vehicles are returned to the lessor at
the end of the lease  term.  Total  vehicle  lease  expense was  $4,313,000  and
$4,009,000 for 1997 and 1996, respectively.


NOTE 5 - PROPERTY AND EQUIPMENT
-------------------------------

Property and equipment consist of the following as of December 31, 1997:

             Service equipment                           $ 191,000
             Computer software and equipment               305,000
             Furniture and fixtures                        162,000
             Leasehold improvements                        105,000
                                                         ---------

                                                           763,000
             Accumulated depreciation and amortization    (387,000)
                                                         ---------

                                                         $ 376,000


NOTE 6 - MINING INTEREST
------------------------

In 1985,  the Company  acquired  the right to conduct  mineral  exploration  and
development pursuant to a mining lease in Alaska through the issuance of 105,000
common shares.  In February 1990, an additional  200,000 shares of the Company's
common stock were issued in  connection  with this  acquisition.  Pursuant to an
agreement dated  September 16, 1988, the Company  assigned its 41.3% interest in
the joint venture to a wholly-owned subsidiary,  Stratford American Gold Venture
Corporation  ("SAGVC").  Under the terms of an agreement of September  16, 1988,
the Company and its joint venture  partner granted to a third party an option to
acquire a 70% interest in the  property.  Upon the third party  exercising  such
option, SAGVC would hold a 12.39% interest in the property.

This third party has not conducted  exploration  activities  since July 1989, as
permitted by the  agreement.  Activity is not  required  until the price of gold
exceeds $400 for a period of ninety  consecutive  days.  The Company  recorded a
write-down  of  $551,000  in 1993 as a  result  of the  length  of time  without
exploration activities and the inability of the price of gold to exceed $400 per
ounce since those activities  ceased. In December 1997, the remaining book value
of $375,000 was written off due to impairment caused by continued depressed gold
prices.
                                                                              15
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1997 and 1996


NOTE 7 - MORTGAGES RECEIVABLE
-----------------------------

Mortgages receivable,  secured by second deeds of trust on residential property,
bear  interest at 10.5% per annum.  Total  principal  and interest  payments are
amortized  over the  30-year  life of the  mortgages  and are  payable  in equal
monthly  installments.  The  principal  payments to be received on the mortgages
receivable are as follows:

               Year ending December 31:
                         1998                        $ 3,000
                         1999                          4,000
                         2000                          4,000
                         2001                          4,000
                         2002                          5,000
                         Thereafter                   43,000
                                                     -------

                                                     $63,000
                                                     =======


NOTE 8 - NOTES PAYABLE AND LINES OF CREDIT SECURED BY REVENUE EARNING VEHICLES
------------------------------------------------------------------------------

Notes payables and lines of credit secured by revenue earning  vehicles  consist
of the following as of December 31, 1997:


Notes payable  under a $ 3.0 million  line of credit to Ford Motor
   Credit with various  termination dates during 1999;  secured by
   certain  revenue  earning  vehicles;  2.25%  of  principal  due
   monthly; interest at 30-day Federal Reserve rate plus 3.25% and
   3.75% (8.80% & 9.30% at December 31, 1997)
   due monthly.                                                      $   295,000


$1.0 million  asset  based line of credit  with  Imperial  Bank of
   California,  effective  through  December 11, 1998;  secured by
   certain revenue earning vehicles;  2% of principal due monthly;
   interest at prime plus
   1.5% (10.00% at December 31, 1997) due monthly.                        75,000

$3.65 million  revolving line of credit,  Nissan Motors Acceptance
   Corporation,   secured  by  revenue  earning  vehicles;  2%  of
   principal  due  monthly;  interest  at prime plus 2% (10.50% at
   December 31, 1997) due monthly, no stated termination date.                 0
                                                                     -----------

                                                                     $   370,000
                                                                     ===========

Unused  revenue  earning  vehicle  lines of credit  at  December  31,  1997 were
approximately $7,280,000.
                                                                              16
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1997 and 1996


NOTE 9 - NOTES PAYABLE AND OTHER DEBT
-------------------------------------

Notes payable and other debt consist of the following as of December 31, 1997:

 Subordinated notes payable; due May 31,
    1999, interest due quarterly at 12% to
    the extent cash flow is available                                $1,075,000

 $2.0 million  revolving line of credit effective  through December
    11, 1998;  secured by certain  pledged  common  shares of SCRS;
    interest at prime plus 1.5% (10.00% at December 31, 1997)
    due monthly.                                                        600,000


 Capital lease obligations.  (Note 11)                                   75,000

 Other; interest rates ranging from 10.5% to 12%,
    maturing through 2010.                                              223,000
                                                                     ----------

                                                                     $1,973,000
                                                                     ==========

The Subordinated  notes payable above include all remaining  subordinated  notes
payable that were  originally due May 31, 1997 but were extended to May 31, 1999
in accordance with covenant  restrictions  related to the $2.0 Million revolving
line of credit referenced  above. In March 1998, accrued interest of $271,000 on
all outstanding subordinated notes was paid through December 31, 1996.

The Company has  obtained a lender  waiver in  connection  with a loan  covenant
violation related to the above referenced $2.0 Million revolving line of credit.
There are no other covenant violations as of December 31, 1997.

Included in other is a $174,000 convertible debenture note payable to an officer
of the  Company  which is due on  demand.  Interest  accrues at the rate of 12%.
Accrued  interest at  December  31, 1997  amounts to  $166,000.  The note can be
converted,  at the holder's  election,  into 1,367,629 shares of $0.01 par value
common stock, based on the market value of the common stock on the date the note
was executed.

Under notes payable and other debt loan  provisions in effect as outlined above,
principal payments due are as follows:

               Year ending December 31:
                         1998                         $   971,000
                         1999                           1,309,000
                         2000                              13,000
                         2001                              11,000
                         2002                               3,000
                         Thereafter                        36,000
                                                      -----------

                                                       $2,343,000
                                                       ==========
                                                                              17
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1997 and 1996


NOTE 10 - FAIR VALUE OF FINANCIAL INSTRUMENTS
---------------------------------------------

Statement of Financial  Accounting  Standards No. 107,  "Disclosures  about Fair
Value of Financial  Instruments",  requires that the Company disclose  estimated
fair values for its financial instruments.

The  carrying  amount of  receivables,  deposits,  accounts  payable and accrued
liabilities approximates fair value as they are expected to be collected or paid
within 90 days of year end. The fair value of the Company's debt is estimated to
be equal to its carrying value and is based on quoted market prices for the same
or similar issues or on the current rates offered to the Company for debt of the
same remaining maturities.

Limitations

Fair  value  estimates  are made at a  specific  point in time and are  based on
relevant market information and information about the financial instrument; they
are  subjective  in nature and involve  uncertainties,  matters of judgment and,
therefore,  cannot be determined with precision.  These estimates do not reflect
any premium or discount that could result from offering for sale at one time the
Company's  entire  holdings of a particular  instrument.  Changes in assumptions
could significantly affect these estimates.

Since the fair value is estimated as of December 31, 1997, the amounts that will
actually be realized or paid at settlement or maturity of the instruments  could
be significantly different.
                                                                              18
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1997 and 1996


NOTE 11 - OBLIGATIONS UNDER CAPITAL LEASES
------------------------------------------

The Company has computer equipment,  telephone equipment and vehicle service and
maintenance  equipment  under  capital  lease  agreements,  which expire in 1998
through 2001.  The combined cost of the equipment is $225,000 and is included in
service  equipment  and computer  software and equipment  (Note 5).  Accumulated
amortization totaled $100,000 as of December 31, 1997.

A summary of the present value of future  minimum  capital lease payments are as
follows:

              Year ending December 31:
                      1998                                       $47,000
                      1999                                        21,000
                      2000                                        12,000
                      2001                                         8,000
                                                                 -------

        Total minimum capital lease payments                      88,000

        Less amount representing interest                         13,000
                                                                 -------

        Present value of future minimum capital lease payments   $75,000
                                                                 =======


NOTE 12 - MINORITY INTEREST IN CONSOLIDATED SUBSIDIARY
------------------------------------------------------

In June 1994, Stratford American Car Rental Systems, Inc. ("SCRS") issued common
stock equal to 20% of the outstanding  shares as consideration due under certain
loans obtained for use in the  acquisition of the Dollar Rent A Car  operations.
The Company owns 80% of the outstanding shares of SCRS.


NOTE 13 - COMMON STOCK OPTIONS
------------------------------

An option to purchase 3,000,000 shares of the Company's common stock was granted
to an  officer  of the  Company  in 1994.  In  March  1997,  before  the date of
expiration,  the option to purchase all  3,000,000  shares was  exercised for an
aggregate exercise price of $30,000.

Options to purchase  3,500,000  shares at .05 per share were  granted to certain
Advisory  Committee  members  in 1992.  In  September  1997,  before the date of
expiration, options to purchase 1,000,000 of the 3,500,000 shares were exercised
for an aggregate exercise price of $50,000.  As of December 31, 1997, options to
purchase  500,000 shares of the Company's  common stock remain  outstanding  and
expire in September,  1999. Options totaling 2,000,000 shares have expired as of
December 31, 1997.  There were no  additional  grants of stock  options in 1995,
1996 or 1997.
                                                                              19
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1997 and 1996


NOTE 14 - SALE OF DISCONTINUED OPERATIONS
-----------------------------------------

In the fourth  quarter of 1996,  the  Company  sold its  interest  in  Stratford
American Sports Corp.  ("SASC").  Prior to the sale, the Company repurchased the
minority interest for a nominal amount,  resulting in a capital  contribution to
additional paid-in capital. The liquidation was finalized on December 30, 1996.

SASC has been accounted for as a discontinued  operation and,  accordingly,  its
results of  operations  in 1996 are  segregated  in the  consolidated  financial
statements.   Revenue  and  related  income  associated  with  the  discontinued
operations are as follows:

                                                    Year ended December 31,
                                                    -----------------------
                                                            1996
                                                            ----

         Revenue                                          $841,000
                                                          ========

         Income from discontinued operations              $168,000
                                                          ========

NOTE 15 - INCOME TAXES
----------------------

There was no income tax benefit associated with the net loss for the years ended
December 31, 1997 and 1996.

The following net operating  loss and investment  tax credit  carryforwards  are
available at December 31, 1997, to offset future taxable income and income taxes
as follows:

                                           Year
                                          expires        Amount
                                          -------        ------

                Net operating loss       2003-2010   $ 12,100,000
                Investment tax credits   1998-2000        190,000

If certain  substantial  changes in the Company's  ownership should occur, there
would be an annual  limitation on the amount of the  carryforwards  which can be
utilized,  which could potentially impair the ability to utilize the full amount
of the carryforward.

There are no deferred tax assets or  liabilities  reflected in the  accompanying
Consolidated  Balance Sheet as of December 31, 1997.  The tax effect  associated
with the types of  temporary  differences  between  the tax bases of assets  and
liabilities and their financial  reporting amounts that exist as of December 31,
1997 are as follows:

            Property and equipment, due to differences
               in depreciation                           $  (55,000)
            Allowance for mining interest impairment        370,000
            Net operating loss carryforwards and
               investment tax credits                     4,235,000
            Other                                            86,000
                                                         ----------

                                                          4,636,000

            Valuation allowance                          (4,636,000)
                                                         ----------

            Net deferred tax asset                       $        0
                                                         ==========

The valuation allowance offsets the deferred tax asset due to the taxable losses
the Company has experienced in recent years. The valuation  allowance  increased
by $597,000 in 1997, but had no effect on net loss.
                                                                              20
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1997 and 1996


NOTE 16 - LEASE COMMITMENTS

Stratford  American Car Rental  Systems,  Inc.,  an 80% owned  subsidiary of the
Company  ("SCRS"),  leases  various  facilities  for its  satellite  and airport
operations for Dollar Rent A Car pursuant to operating leases with terms ranging
from month to month through ten years.  The Phoenix Sky Harbor Airport  location
is subject to the most  significant lease, which  requires  minimum annual lease
payments of $1,150,000 and a maximum of 10% of specified airport revenues.  SCRS
also  leases its Dollar  Rent A Car service  facility  pursuant to an  operating
lease with an option to purchase.  The lease  expires in May 1999 and contains a
five  year  extension  option.  Total  rental  expense  on  all  facilities  was
$1,554,000 in 1997 and $1,720,000 in 1996.

The aggregate  future  minimum lease  commitments  under  operating  leases with
noncancelable terms in excess of one year are as follows:

              Year ending December 31:
                      1998                              $1,335,000
                      1999                               1,262,000
                      2000                                 961,000
                      2001                                   2,000
                                                        ----------

                                      Total:            $3,560,000
                                                        ==========
                                                                              21
<PAGE>
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
          FINANCIAL DISCLOSURE
          --------------------

               The  Company  has  not  changed  its   accountants  nor  had  any
disagreements with accountants on matters of accounting principles or practices,
financial  disclosures,  or auditing  scope or  procedure in its two most recent
fiscal year audits.



                                    PART III


ITEMS 9, 10, 11 AND 12
----------------------

              The information called for by Part III (Items 9, 10, 11 and 12) is
incorporated  herein by reference from the material  included under the captions
"Elections of Directors," "Principal Shareholders," and "Executive Compensation"
in Stratford  American  Corporation's  definitive  proxy  statement (to be filed
pursuant to Regulation  14A) for its Annual Meeting of  Shareholders  to be held
July 8, 1998 (the "1998 Proxy Statement"), except that the information regarding
executive  officers called for by Item 401 of Regulation S-B is included in Part
I of this report on page 4. The 1998 Proxy  Statement  is being  prepared and is
expected to be filed with the Securities  and Exchange  Commission in definitive
form on or about April 30, 1998 and is expected to be furnished to  shareholders
on or about June 1, 1998.


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

    (a)   Financial Statements and Financial Statement Schedules - See "Item 7 -
          Financial Statements and Supplementary Data" above.

    (b)   Reports on Form 8-K


              There  were no  reports  on Form  8-K  filed  for the  year  ended
December 31, 1997.

    (c)   Exhibits - See index beginning on page 28

    (d)   Financial Statement Schedules - See "Item 7 - Financial Statements and
          Supplementary Data."
                                                                              22
<PAGE>
              Signatures
              ----------

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

                                        STRATFORD AMERICAN CORPORATION
                                        Registrant



Date:    March 31, 1998                 By /s/ David H. Eaton
                                          --------------------------------------
                                          David H. Eaton, Chairman of the Board

              Pursuant to the requirements of the Securities and Exchange Act of
1934,  this report has been signed below by the  following  persons on behalf of
the registrant and in the capacities and on the dates indicated.



Date:    March 31, 1998                 By /s/ David H. Eaton
                                          --------------------------------------
                                          David H. Eaton, Chairman of the Board
                                          and Chief Executive Officer
                                          (Principal Executive Officer)

Date:    March 31, 1998                 By /s/ Mel L. Shultz
                                          --------------------------------------
                                          Mel L. Shultz, President and Director

Date:    March 31, 1998                 By /s/ Gerald J. Colangelo
                                          --------------------------------------
                                          Gerald J. Colangelo, Director

Date:    March 31, 1998                 By /s/ Timothy A. Laos
                                          --------------------------------------
                                          Timothy A. Laos, Chief Financial
                                          Officer (Principal Financial Officer
                                          and Principal Accounting Officer)
                                                                              23
<PAGE>
                                 EXHIBITS INDEX

Exhibits  27.1 through  27.3 are the only  exhibits  originally  filed with this
report. The Company hereby incorporates all other exhibits by reference pursuant
to Rule 12b-32,  each of which (except Exhibits 3.3, 10.11, 10.15 through 10.37)
was filed as an exhibit to the Company's Registration on Form 10 which was filed
July 22, 1988, and amended on October 7, 1988, and December 8, 1988. Exhibit 3.3
was filed  with the  Company's  Registration  Statement  on Form S-1 on June 12,
1989,  with the Securities and Exchange  Commission.  Exhibit 10.11 was filed as
Exhibit 10.30 to the 10-K for the four months ended December 31, 1988, which was
filed with the  Securities and Exchange  Commission on April 11, 1989.  Exhibits
10.15 and 10.16 were filed as Exhibits 10.1 and 10.2 to the Company's  Form 10-Q
for the  Quarterly  Period  Ended June 30,  1990,  which was filed on August 14,
1990, with the Securities and Exchange Commission. Exhibits 10.17 and 10.18 were
filed as  Exhibits  10.44 and 10.46 to the  Company's  Registration  on Form S-1
which was filed with the Securities and Exchange  Commission on October 1, 1990,
and amended on November 8, 1990.  Exhibit 10.19 was filed as Exhibit 10.1 to the
Company's Form 10-QSB for the Quarterly  Period Ended September 30, 1993,  which
was filed with the  Securities  and  Exchange  Commission  on November 11, 1993.
Exhibits 10.20 through 10.23 were filed as Exhibits 1 through 4 to the Company's
Form 8-K which was filed with the Securities and Exchange Commission on June 14,
1994 and amended on August 9, 1994. Exhibit 10.21 was refiled as Exhibit 10.2 to
the  Company's  Form 10-QSB for the Quarterly  Period Ended  September 30, 1994,
which was filed with the  Securities  and  Exchange  Commission  on November 15,
1994.  Exhibit 10.24 was filed as Exhibit 10.44 to the Company's Form 10-KSB for
the year  ended  December  31,  1994,  which was filed with the  Securities  and
Exchange  Commission on April 14, 1995.  Exhibit 10.25 was filed as Exhibit 10.1
to the Company's Form 10-QSB for the Quarterly Period Ended June 30, 1995, which
was filed with the  Securities  and  Exchange  Commission  on August  14,  1995.
Exhibit  10.26 was filed as  Exhibit  16.1 to the  Company's  Form 8-K which was
filed with the Securities and Exchange Commission on February 22, 1996. Exhibits
10.27 through 10.29 were filed as Exhibits  10.52 through 10.54 to the Company's
Form  10-KSB  for the year ended  December  31,  1995,  which was filed with the
Securities  and Exchange  Commission on April 15, 1996.  Exhibits  10.30 through
10.37 were filed as Exhibits  10.55 through  10.62 to the Company's  Form 10-KSB
for the year ended  December 31, 1996,  which was filed with the  Securities and
Exchange  Commission on March 31, 1997.  Exhibit 22.1 was filed with Form 10-KSB
for the year ended  December 31, 1996,  which was filed with the  Securities and
Exchange Commission on March 31, 1997.
<TABLE>
<CAPTION>
Number                                      Description                                                     Page
------                                      -----------                                                     ----
    <S>                  <C>                                                                                 <C>
    3.1                  Articles of Incorporation                                                           N/A

    3.2                  By-laws                                                                             N/A

    3.3                  Articles of Amendment to Articles of Incorporation                                  N/A

    4.1                  Form of Common Stock Certificate                                                    N/A

    4.2                  Form of Series "A" Preferred Stock Certificate                                      N/A

    4.3                  Article IV of the Articles of Incorporation                                         N/A

    4.4                  Article III of the Bylaws                                                           N/A
</TABLE>
                                                                              24
<PAGE>
<TABLE>
<CAPTION>
Number                                      Description                                                     Page
------                                      -----------                                                     ----
  <S>                    <C>                                                                                 <C>
   10.1                  Indemnification Agreement, dated as of May 19, 1988,
                         between the Company and Mel L. Shultz                                               N/A

   10.2                  Schedule of Omitted Indemnification Agreements                                      N/A

   10.3                  Indemnification Agreement, dated as of February 19, 1988,
                         relating to guarantees                                                              N/A

   10.4                  Indemnification Agreement, dated as of May 10, 1988,
                         relating to guarantees                                                              N/A

   10.5                  Registration Agreement, dated as of February 19, 1988,                              N/A

   10.6                  Agreement, dated as of February 18, 1988, relating to
                         restrictions against preferred shares                                               N/A

   10.7                  Trust Agreement, dated as of June 18, 1987                                          N/A

   10.8                  Joint  Venture  Agreement,  dated  as of July 2,  1985,
                         between Night Hawk Resources Corporation and
                         Cornwall Pacific Alaska, Inc.                                                       N/A

   10.9                  Settlement Agreement and Release, effective July 1, 1988                            N/A

   10.10                 Settlement Agreement, dated as of July 18, 1988                                     N/A

   10.11                 Judgment in Action No. CB72760, dated September 13, 1988                            N/A

   10.12                 Assignment of Joint Venture Interest                                                N/A

   10.13                 Agreement made September 13, 1988, among Golden Zone
                         Zone, Inc., Cornwall Pacific Alaska, Inc., Stratford American
                         Resource Corporation, and Thor Gold Alaska, Inc.                                    N/A

   10.14                 Share Sale and Registration Agreement, dated January 31, 1989                       N/A

   10.15                 Joint Operating Agreement, dated February 1, 1988                                   N/A

   10.16                 Promissory Note, dated March 15, 1990                                               N/A

   10.17                 Stratford American Corporation Convertible Debenture
                         Note dated March 15, 1990                                                           N/A

   10.18                 Agreement, dated as of July 24, 1990, with Minco American
                         Corporation                                                                         N/A
</TABLE>
                                                                              25
<PAGE>
<TABLE>
<CAPTION>
Number                                      Description                                                     Page
------                                      -----------                                                     ----
   <S>                   <C>                                                                                 <C>
   10.19                 Master Loan Modification and Extension Agreement dated
                         September 28, 1993                                                                  N/A

   10.20                 Sale and Purchase Agreement between Stratford American Car
                         Rental Systems, Inc. and The John Douglas Corporation, Douglas
                         F. and Bette Jane Mitchell and John Rector, Jr. dated May 19, 1994                  N/A

   10.21                 License Agreement between Dollar Systems, Inc. and Stratford
                         American Car Rental Systems, Inc. effective June 1, 1994                            N/A

   10.22                 Promissory Note between Dollar Systems, Inc. and Stratford
                         American Car Rental Systems, Inc. effective June 1, 1994                            N/A

   10.23                 Registrant's Press Release dated June 2, 1994                                       N/A

   10.24                 Assignment dated September 1, 1994 from Stratford American
                         Energy Corporation to Tenison Oil Company                                           N/A

   10.25                 Assistance Agreement between Stratford American Car Rental
                         Systems, Inc. and Dollar Systems, Inc. dated May 16, 1995                           N/A

   10.26                 Letter of Price Waterhouse LLP dated February 15, 1996                              N/A

   10.27                 Continuing Guaranty from Stratford American Corporation
                         to Ford Motor Credit Company dated July 14, 1995                                    N/A

   10.28                 Guaranty Agreement from Stratford American Corporation
                         to Nissan Motor Acceptance Corporation dated August 9, 1995                         N/A

   10.29                 Lease Plan Financing and Security Agreement between Stratford
                         American Car Rental Systems, Inc. and Nissan Motor Acceptance
                         Corporation dated August 9, 1995                                                    N/A
</TABLE>
                                                                              26
<PAGE>
<TABLE>
<CAPTION>
Number                                      Description                                                     Page
------                                      -----------                                                     ----
   <S>                   <C>                                                                                 <C>
   10.30                 Credit Agreement by and among Stratford American Corporation,
                         Stratford American Car Rental Systems, Inc. and Imperial Bank,
                         dated December 11, 1996                                                             N/A

   10.31                 Revolving Line of Credit Note by Stratford American Corporation
                         and Stratford American Car Rental Systems, Inc. to Imperial
                         Bank, dated December 11, 1996                                                       N/A

   10.32                 Revolving Line of Credit Note by Stratford American Corporation
                         and Stratford American Car Rental Systems, Inc. to Imperial
                         Bank, dated December 11, 1996                                                       N/A

   10.33                 Security Agreement by Stratford American Corporation and
                         Stratford American Car Rental Systems, Inc. to Imperial Bank,
                         dated December 11, 1996                                                             N/A

   10.34                 Continuing Security Agreement by Stratford American Corporation
                         and Stratford American Car Rental Systems, Inc. to Imperial Bank,
                         dated December 11, 1996                                                             N/A

   10.35                 General Pledge Agreement by Stratford American Corporation
                         to Imperial Bank, dated December 11, 1996                                           N/A

   10.36                 Subordination and Standstill Agreement by and among Stratford
                         American Corporation, Stratford American Car Rental Systems, Inc.
                         and Imperial Bank, dated December 11, 1996                                          N/A

   10.37                 Subordination Agreement by Dollar Rent A Car Systems, Inc. and
                         Imperial Bank, dated December 11, 1996                                              N/A

   22.1                  Subsidiaries                                                                        N/A

   27.1                  Financial Data Schedule                                                             28

   27.2                  Restated Financial Data Schedule for 12/31/96                                       29

   27.3                  Restated Financial Data Schedule for 12/31/95                                       30
</TABLE>



Note:  Shareholders  may obtain copies of Exhibits by making written  request to
the  Secretary of the  Corporation  and paying  copying costs of $0.10 per page,
plus postage.
                                                                              27