U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)

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

          For the quarterly period ended MARCH 31, 1999

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

          For the transition period from _____________ to ______________

          Commission file number 0-22132


                          BUCKHEAD AMERICA CORPORATION
                    (Exact name of small business issuer as
                            specified in its charter)

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

           4243 DUNWOODY CLUB DRIVE, SUITE 200, ATLANTA, GEORGIA 30350
                    (Address of principal executive offices)

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

                                      N/A
(Former name,  former  address and former fiscal year, if changed since last
report)

     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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date: April 30, 1999

           Common stock, par value $.01 - 1,963,935 shares outstanding

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


<PAGE>
                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                   Condensed Consolidated Financial Statements

                             March 31, 1999 and 1998

                                   (Unaudited)


<PAGE>




                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet
                                 March 31, 1999
                                   (Unaudited)


                                     Assets


Current assets:
      Cash and cash equivalents, including
       restricted cash of $692,674                       $            1,404,885
      Investment securities                                             114,229
      Accounts receivable, net                                        1,582,005
      Current portions of notes receivable                              444,164
      Other current assets                                              436,536
                                                         -----------------------
                  Total current assets                                3,981,819

Noncurrent portions of notes receivable, net                          3,474,105
Property and equipment, at cost, net                                 42,680,715
Deferred tax assets                                                   4,031,000
Deferred costs, net                                                   1,832,328
Leasehold interests, net                                              2,499,695
Other assets                                                          1,273,859
                                                         -----------------------
                                                         $           59,773,521
                                                         =======================

                      Liabilities and Shareholders' Equity

Current liabilities:
      Accounts payable and accrued expenses              $            2,878,098
      Current portions of notes payable                               1,949,166
                                                         -----------------------
                  Total current liabilities                           4,827,264

Noncurrent portions of notes payable                                 33,674,697
Other liabilities                                                       423,371
                                                         -----------------------
                  Total liabilities                                  38,925,332
                                                         -----------------------
Minority interest in partnership                                        593,800

Shareholders' equity:
      Series A preferred stock; par value $100;
        200,000 shares authorized; 30,000 shares
        issued and outstanding                                        3,000,000
      Common stock; $.01 par value; 5,000,000
        shares authorized; 2,023,277 shares issued
        and 1,963,935 shares outstanding                                 20,233
      Additional paid-in capital                                      7,431,087
      Retained earnings                                              10,383,229
      Accumulated other comprehensive loss                             (109,141)
      Treasury stock (59,342 shares)                                   (471,019)
                                                          ----------------------
                  Total shareholders' equity                          20,254,389
                                                          ----------------------
                                                          $           59,773,521
                                                          ======================

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                Condensed Consolidated Statements of Income(Loss)
                   Three Months ended March 31, 1999 and 1998
                                   (Unaudited)


                                                           1999            1998 
                                                    ------------     -----------

Revenues:
    Hotel revenues                                  $ 5,999,853       5,032,590
    Interest income                                     112,396          90,903
    Other income                                        377,110         180,766
                                                    ------------     -----------
        Total revenues                                6,489,359       5,304,259
                                                    ------------     -----------

Expenses:
    Hotel operations                                  5,017,477       4,136,914
    Other operating and administrative                  747,339         704,851
    Depreciation and amortization                       470,359         411,631
    Interest                                            799,802         660,049
                                                    ------------     -----------
        Total expenses                                7,034,977       5,913,445
                                                    ------------     -----------

             Income(loss) before income taxes          (545,618)       (609,186)

Deferred income tax benefit                            (200,000)       (220,000)
                                                    ------------     -----------

             Net income(loss)                       $  (345,618)       (389,186)
                                                    ============     ===========


Net income(loss) per common share:
    Basic                                           $     (0.22)          (0.24)
                                                    ============     ===========

    Diluted                                         $     (0.22)          (0.24)
                                                    ============     ===========

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                   Three Months Ended March 31, 1999 and 1998
                                   (Unaudited)


                                                           1999            1998 
                                                  --------------    ------------


Cash flows from operating activities:
    Net income(loss)                              $    (345,618)       (389,186)
Adjustments to reconcile net income(loss)
      to net cash provided by(used in)
      operating activities:
    Depreciation and amortization                       470,359         411,631
    Other, net                                         (455,311)       (486,128)
                                                  --------------    ------------
             Net cash provided by(used in)
               operating activities                    (330,570)       (463,683)
                                                  --------------    ------------

Cash flows from investing activities:
    Notes receivable principal receipts                  60,309         192,034
    Originations of notes receivable                    (90,000)       (186,780)
    Capital expenditures                               (901,414)       (389,685)
    Other, net                                           19,313        (513,957)
                                                  --------------    ------------
             Net cash provided by (used in)
               investing activities                    (911,792)       (898,388)
                                                  --------------    ------------

Cash flows from financing activities:
    Repayments of notes payable                        (351,084)       (228,654)
    Additional borrowings                             1,366,518          26,482
    Preferred stock dividends                                 -         (75,000)
    Other, net                                           27,619               -
                                                  --------------    ------------
             Net cash provided by (used in)
               financing activities                   1,043,053        (277,172)
                                                  --------------    ------------

Net increase (decrease) in cash and
      cash equivalents                                 (199,309)     (1,639,243)

Cash and cash equivalents at
    beginning of period                               1,604,194       3,281,774
                                                  --------------    ------------

Cash and cash equivalents at
    end of period                                 $   1,404,885       1,642,531
                                                  ==============    ============


See accompanying notes to condensed consolidated financial statements.


<PAGE>




                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                             March 31, 1999 and 1998
                                   (Unaudited)



     (1)  Basis of Presentation

          The accompanying unaudited condensed consolidated financial statements
          do not  include  all of the  information  and  footnotes  required  by
          generally  accepted  accounting   principles  for  complete  financial
          statements. In the opinion of management,  all adjustments (consisting
          of  normal  recurring  accruals)   considered  necessary  for  a  fair
          presentation have been included. The results of operations for interim
          periods are not  necessarily  indicative  of the  results  that may be
          expected  for a full year or any other  interim  period.  For  further
          information, see the consolidated financial statements included in the
          Company's Form 10-KSB for the year ended December 31, 1998.


     (2)  Comprehensive Income (Loss)

          Total  comprehensive  income(loss)for the three months ended March 31,
          1999 was $(306,736)  compared to $(389,186) for the three months ended
          March 31, 1998.





<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION.

First Quarter 1999

The  Company  began  1999 with 19 owned  hotel  properties  and 17 leased  hotel
properties open and operating. The Company also held management contracts on six
additional hotel properties owned by third parties. There were 37 Country Hearth
Inns open and  operating  in  thirteen  states,  nineteen of which were owned or
leased by the Company and the remainder owned by third party franchisees.

During the first quarter of 1999, the Company entered into four additional hotel
management contracts with third party owners.  Management intends to continue to
market  the  Company's  hotel  management   services  and  believes   additional
opportunities exist in this area.

During the first  quarter of 1999,  four  additional  Country  Hearth  Inns were
opened and in April 1999,  the 42nd  Country  Hearth Inn was opened.  Presently,
eight new Country Hearth Inn properties are under  construction  and the Company
has executed license agreements for 12 additional properties.

The Company sold its leasehold  interests in three hotel  properties  during the
first quarter of 1999 resulting in aggregate  gains of  approximately  $300,000.
These sales  represent a  continuation  of the  Company's  previously  announced
desire  to  divest  itself  of  older  properties.  Additional  such  sales  are
anticipated,  the  timing  of such and  impact  on  earnings  are not  presently
determinable.

During the first  quarter of 1999,  the  Company  drew down  $800,000  on its $1
million line of credit in order to fund working  capital needs and  construction
commitments. Also, the Company temporarily suspended payment of dividends on its
Series A preferred stock. As has been previously disclosed,  the Company's hotel
operations are highly seasonal.  Historically,  the Company's hotel revenues and
operating  profits have been  stronger  during the second and third  quarters as
opposed  to the first and  fourth  quarters.  Management  expects  this trend to
continue  and believes  that  adequate  funds will be generated  from second and
third  quarter  operations  which  will be used to repay the line of credit  and
generate  additional  cash  reserves.   Management  further  believes  that  the
Company's present liquidity and existing commitments are adequate to sustain the
current operations of the Company.

The Company has been notified by  representatives  of Orange County,  Florida of
the intention to acquire the land underlying the Orlando Country Hearth Inn. The
Company  holds a 59%  interest in the  partnership  which owns this hotel.  Such
acquisition  is  necessary  for  the  planned  expansion  of the  Orange  County
Convention  Center and could be effected through a negotiated  purchase and sale
or, if necessary,  through  condemnation  proceedings.  Company  management  and
representatives of the County have reached a tentative agreement for the sale of
the  property.  The proposed  agreement  provides for a purchase  price of $13.5
million payable in cash at closing, which could occur during the Summer of 1999.
The proposed  agreement  further  provides that the partnership  would lease the
property  from the County and  continue to operate the hotel  through the end of
2000 after which the property  would need to be  demolished  for the  Convention
Center expansion.  The tentative agreement is subject to numerous  contingencies
including,  but not limited to, approval by Orange County's board, approval by a
majority of the other partners in the partnership,  and certain cooperation from
the property's mortgage holder. No assurances can be given regarding the closing
of the proposed  transaction;  however,  if the transaction  occurs as presently
structured,  at closing the Company would receive net cash of approximately $5.5
million and recognize a net of tax gain of approximately $2.4 million.  Further,
the Company would receive and recognize its share of continued  hotel  operating
profits, if any, through the end of the lease term.


First Quarter 1998

The Company began 1998 with 33 hotel properties  owned or leased,  36 properties
managed, and 29 Country Hearth Inn franchise properties open and operating.  The
30th Country Hearth Inn was opened in March 1998.

Construction of an additional Company owned Country Hearth Inn in Nicholasville,
Kentucky was underway and the Company  acquired  rights to a site in  Eddyville,
Kentucky  which  began   construction  in  the  second  quarter  of  1998.  Loan
commitments  were in place which  funded the major  portion of the  construction
costs for both of these projects. The Nicholasville property opened in September
1998 and the Eddyville property opened in March 1999.

Renovation  and  conversion of two Ohio  properties  to Country  Hearth Inns was
begun in the  first  quarter  using  funds  from  the  Company's  December  1997
debenture sale. Both conversions were completed during 1998.

Additionally,   four  new  franchised  properties  were  under  construction  in
Kentucky,  Missouri,  and Georgia and two  conversion  franchise  properties  in
Georgia were under renovation.

The Company also announced  agreements for the acquisition and/or development of
twelve additional Country Hearth Inn properties.



RESULTS OF OPERATIONS

First Quarter of 1999 vs. First Quarter of 1998

Hotel  revenues  in the first  quarter of 1999  increased  to  approximately  $6
million,  a 19% increase from the same period in 1998.  Hotel operating  profits
approached $1 million in the first quarter of 1999, a 10% increase from the 1998
period.  Overall  hotel  revenues  were  reduced  as a  result  of the  sales of
leasehold interests in eleven hotel properties during 1998 and the first quarter
of 1999. These reductions were more than offset by additional  revenues from the
eight new leases entered into during 1998 and two additional hotel acquisitions.


Hotel  operating  profit  margins  in the first  quarters  of 1999 and 1998 were
generally  lower than the average margins  generated  during the full year 1998.
This is  attributable  to the  extreme  seasonal  impact  given  the  geographic
locations of the Company's  owned and leased hotels.  Management  expects profit
margins to increase  sharply in the second and third quarters  before  declining
again in the fourth.  Operating profits for hotels which were owned or leased in
both of the first  quarters  of 1999 and 1998 were  generally  unchanged.  First
quarter  1999  results of the  acquired  hotels  were in line with  management's
expectations.

Interest income increased due to the increases in the note receivable  portfolio
resulting from the 1998 and 1999 property sales.

Other income in 1999  included  the gains from the  leasehold  sales  previously
discussed.  Other income also  included  Country  Hearth Inn  franchise  fees of
approximately  $108,000  in  each  of the  first  quarters  of  1999  and  1998.
Management   expects  franchise  fee  income  to  increase  as  more  franchised
properties are opened.  Other income is presented net of the Company's  share of
unconconsolidated  partnership  losses and minority interest expense relating to
the Orlando  partnership.  Such  losses and  expenses  aggregated  approximately
$137,000 in each of the first quarters of 1999 and 1998.

Other operating and  administrative  expenses increased 6% primarily as a result
of payroll increases during 1998 and 1999.

Property related  depreciation and interest expense in the first quarter of 1999
increased  proportionately  to the revenue  increases  associated  with the 1998
hotel acquisitions.

The Company files income tax returns and recognizes income tax expense (benefit)
on an annual calendar basis. The deferred income tax benefits  recognized in the
first quarters of 1999 and 1998 represents  management's estimates of the impact
on the annual income tax expense  (benefit)  which  results from such  quarter's
operations.


YEAR 2000 ISSUES

     The Year 2000  compliance  issue  concerns the  inability  of  computerized
information  systems to  accurately  calculate,  store or use a date after 1999.
This could result in a system failure or miscalculations  causing disruptions of
operations.  The  Year  2000  issue  affects  virtually  all  companies  and all
organizations.  The Company  recognizes  the  importance  of  ensuring  that its
business  operations are not disrupted as a result of Year 2000 related computer
system and software issues.

     The  Company  has   conducted  an  assessment  of  its  computer  and  data
telecommunications  information  systems ("IT Systems"),  as well those computer
systems  that  do not  relate  to  information  technology,  including,  without
limitation,  electronic locks,  telephone  systems,  elevators,  VCR's and other
guest service related systems ("Non-IT  Systems"),  to identify needed Year 2000
remediation.  The Company  currently  anticipates that its Year 2000 assessment,
remediation, and testing efforts will be completed by December 31, 1999.

     The  Company's  home office,  and  management  company IT Systems have been
evaluated  and tested and are  considered to be Year 2000  compliant.  All hotel
front office systems have been  evaluated.  Seven such systems were found not to
be Year 2000  compliant and will need to be upgraded or replaced at an estimated
total cost of $40,000.

     The  Company  has  communicated  with its  significant  vendors and service
providers  regarding the extent to which these entities have addressed Year 2000
compliance issues. The most critical IT System, credit card processing, has been
tested and found to be Year 2000  compliant.  Other vendor and service  provided
systems  such as  electronic  lock  systems  and  guest  related  telephone  and
television  systems  have been tested and found to be Year 2000  compliant.  All
other less critical systems are currently being evaluated.  Management estimates
that this overall  process is  approximately  85% complete and  expenditures  to
remediate any problems encountered will not be significant.

     The Company has not communicated  with its hotel guests regarding Year 2000
compliance  issues,  since none of its guests is considered  to be  individually
significant  and the Company  receives no electronic  data from its guests other
than credit card information which is discussed above.

     Based on the Company's assessments and available  information,  the Company
believes that its cost to ensure Year 2000 compliance will not exceed  $100,000.
As of April 30, 1999 the Company had incurred  approximately  $12,000 related to
Year 2000  assessment,  remediation and testing.  The Company  believes that the
Year 2000 issue will not pose significant  operational problems for the Company.
However,  if all Year 2000 issues are not properly  identified,  or  assessment,
remediation and testing are not completed timely, there can be no assurance that
the Year 2000 issue will not materially  adversely impact the Company's  results
of  operations  or adversely  affect the  Company's  relationships  with guests,
vendors or others.  Additionally,  there can be no assurance  that the Year 2000
issues of other  entities,  including,  but not limited to, the Company's  third
party  vendors and service  providers  and its guests,  will not have a material
adverse impact on the Company's  systems or results of  operations.  The Company
has not engaged an independent expert solely to assist in its Year 2000 efforts.
However, when installing new software, the Company requires year 2000 compliance
assurances from its vendors.

     The Company has not yet determined the operational  costs and problems that
would be reasonably likely to result from the failure by the Company and certain
third parties to complete efforts necessary to achieve Year 2000 compliance on a
timely basis.  The Company has not developed a contingency plan for dealing with
the most  reasonably  likely worst case scenario,  and such scenario has not yet
been clearly  identified.  The Company currently plans to complete such analysis
and contingency planning prior to December 31, 1999.

     Readers are cautioned that  forward-looking  statements regarding Year 2000
issues should be read in conjunction  with the cautionary  statement in the RISK
FACTORS section which follows.




<PAGE>


RISK FACTORS

This Form 10-QSB  contains  forward  looking  statements  that involve risks and
uncertainties.  Statements contained in this Form 10-QSB that are not historical
facts are forward looking statements that are subject to the safe harbor created
by the Private  Securities  Litigation  Reform Act of 1995. The Company's actual
results may differ  significantly  from the results  indicated  by such  forward
looking statements.

The  Company is subject to a number of risks,  including  the  general  risks of
investing in real estate, the illiquidity of real estate,  environmental  risks,
possible uninsured or underinsured losses, fluctuations in property taxes, hotel
operating risks,  the impact of competition,  the difficulty of managing growth,
seasonality, the risks inherent in operating a hotel franchise business, and the
risks involved in hotel renovation and  construction.  For a discussion of these
and other risk factors, see the "RISK FACTOR" section contained in the Company's
Registration Statement on Form S-3 (File No. 333-37691).



<PAGE>


                           PART II - OTHER INFORMATION



ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the first quarter of 1999, the Company temporarily  suspended payments of
Series A preferred stock dividends due to liquidity  requirements created by the
seasonal aspects of the Company's hotel operations. Such preferred dividends are
cumulative and would be required to be paid prior to any distributions to common
shareholders.  As of April 30,  1999,  a total of $100,000 of Series A preferred
dividends were in arrears.


ITEM 5.  OTHER INFORMATION

The Company has been notified by  representatives  of Orange County,  Florida of
the intention to acquire the land underlying the Orlando Country Hearth Inn. The
Company  holds a 59%  interest  in the  partnership  which owns the hotel.  Such
acquisition  is  necessary  for  the  planned  expansion  of the  Orange  County
Convention  Center and could be effected through a negotiated  purchase and sale
or, if necessary,  through  condemnation  proceedings.  Company  management  and
representatives of the County have reached a tentative agreement for the sale of
the  property.  The proposed  agreement  provides for a purchase  price of $13.5
million payable in cash at closing, which could occur during the Summer of 1999.
The proposed  agreement  further  provides that the partnership  would lease the
property  from the County and  continue to operate the hotel  through the end of
2000 after which the property  would need to be  demolished  for the  Convention
Center expansion.  The tentative agreement is subject to numerous  contingencies
including,  but not limited to, approval by Orange County's board, approval by a
majority of the other partners in the partnership,  and certain cooperation from
the property's mortgage holder. No assurances can be given regarding the closing
of the proposed  transaction;  however,  if the transaction  occurs as presently
structured,  at closing the Company would receive net cash of approximately $5.5
million and recognize a net of tax gain of approximately $2.4 million.  Further,
the Company would receive and recognize its share of continued  hotel  operating
profits, if any, through the end of the lease term.







<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBIT INDEX

       Exhibit Description                                                    

       3(i)    Articles of  Incorporation.(Incorporated  by reference to Exhibit
               3(i) to the  Registrant's  Registration  Statement  on Form 10-SB
               (No.0-22132) which became effective on November 22, 1993.)

       3(i)(a) Certificate  of Amendment of  Certificate  of  Incorporation.
               (Incorporated by reference to Exhibit 3(i)(a) to the Registrant's
               Annual  Report on Form 10-KSB for the fiscal year ended  December
               31, 1994.)

       3(i)(b) Certificate  of Amendment of  Certificate  of  Incorporation.
               (Incorporated  by reference  to Appendix "A" to the  Registrant's
               Definitive Proxy Statement filed with the Securities and Exchange
               Commission on June 9, 1997.)

       3(i)(c) Certificate  of Amendment of  Certificate  of  Incorporation.
               (Incorporated  by reference  to Appendix "A" to the  Registrant's
               Definitive Proxy Statement filed with the Securities and Exchange
               Commission on May 5, 1998.)

       3(ii)   By-Laws   -  Amended   and   Restated   as  of  June  27,   1994.
               (Incorporated  by reference to Exhibit 3(ii) to the  Registrant's
               Annual  Report on Form 10-KSB for the fiscal year ended  December
               31, 1994.)

       4(i)    Certificate of  Designation,  Preferences  and Rights of Series A
               Preferred Stock of the Registrant.  (Incorporated by reference to
               Exhibit  3(i)(c)  to the  Registrant's  Quarterly  Report on Form
               10-QSB for the quarter ended September 30, 1997.)

       11      Statement re: Computation of per share Earnings

       27      Financial Data Schedule




(B)  REPORTS ON FORM 8-K


     The  Company  has not filed any  reports on Form 8-K during the quarter for
     which this report is filed.


                                   SIGNATURES


     In accordance  with the  requirements  of the Exchange Act, the  registrant
     caused this report to be signed on its behalf by the undersigned, thereunto
     duly authorized.





Buckhead America Corporation
        (Registrant)



Date:    May 14, 1999                   /s/Douglas C. Collins                   
                                        ----------------------------------------
                                        Douglas C. Collins
                                        President and Chief Executive Officer




Date:    May 14, 1999                   /s/Robert B. Lee                        
                                        ----------------------------------------
                                        Robert B. Lee
                                        Senior Vice President and
                                        Chief Financial and Accounting Officer