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

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(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, 2001

     [  ] Transition  Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

            For the transition period from __________ to ____________

                         Commission file number 0-22132

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

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

            7000 CENTRAL PARKWAY, SUITE 850, ATLANTA, GEORGIA 30328
            -------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

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

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or 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:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common  stock,  as of the latest  practicable  date:  April 30,  2001

           Common stock, par value $.01 - 1,970,779 shares outstanding
           -----------------------------------------------------------



<PAGE>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                   Condensed Consolidated Financial Statements

                             March 31, 2001 and 2000

                                   (Unaudited)


                                       2
<PAGE>


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                      March 31, 2001 and December 31, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                         <C>                      <C>
                                                                                  March 31,           December 31,
                            ASSETS                                                  2001                 2000
                                                                                -----------           ------------
Current assets:
    Cash and cash equivalents, including restricted cash of
       $407,264 at March 31, 2001 and $382,646 at December 31, 2000             $ 1,244,158           $ 1,345,671
    Investment securities, including restricted securities of
       $162,809 at March 31, 2001 and $182,067 at December 31, 2000                 185,467               202,750
    Accounts receivable, net                                                      1,766,893             1,436,030
    Current portions of notes receivable, net                                       527,361               832,055
    Property held for sale, net                                                  16,480,814            21,273,517
    Other current assets                                                            221,995               202,911
                                                                                -----------           -----------
           Total current assets                                                  20,426,688            25,292,934

Noncurrent portions of notes receivable, net                                      4,002,158             3,695,160
Property and equipment, at cost, net                                             20,991,619            20,967,076
Other assets                                                                      3,118,747             3,409,302
                                                                                ------------          -----------
                                                                                $48,539,212           $53,364,472
                                                                                ===========           ===========
                 LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses                                       $ 3,753,574          $  3,420,277
    Current portions of notes payable                                            15,039,677            18,803,712
                                                                                -----------          ------------
          Total current liabilities                                              18,793,251            22,223,989

Noncurrent portions of notes payable                                             16,579,722            16,353,009
Other liabilities                                                                   210,903               269,330
                                                                                -----------          ------------
          Total liabilities                                                      35,583,876            38,846,328
                                                                                -----------          ------------

Minority interests                                                                  646,178               764,068

Shareholders' equity:
     Series B preferred stock; par value $100; 200,000 shares
        authorized; 30,000 shares issued and outstanding                          3,000,000             3,000,000
     Common stock; $.01 par value; 5,000,000 shares authorized;
        2,113,881 shares issued and 2,015,885 and 2,025,023 shares
        outstanding at March 31, 2001 and December 31, 2000, respectively            21,139                21,139
     Additional paid-in capital                                                   7,897,530             7,897,530
     Retained earnings                                                            2,347,142             3,729,683
     Accumulated other comprehensive loss                                          (269,336)             (245,229)
     Treasury stock, 97,996 and 88,858 common shares
        at March 31, 2001 and December 31, 2000, respectively                      (687,317)             (649,047)
                                                                                -----------           -----------
           Total shareholders' equity                                            12,309,158            13,754,076
                                                                                -----------           -----------
                                                                                $48,539,212           $53,364,472
                                                                                ===========           ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>



                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

               Condensed Consolidated Statements of Income (Loss)
                   Three Months ended March 31, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                                                          <C>                      <C>
                                                                                    2001                 2000
                                                                                ------------           -----------
Revenues:
     Hotel revenues                                                             $ 4,276,775            $5,950,595
     Franchise fees, management fees, and other income                              606,311               483,466
     Interest income                                                                120,489              116,407
                                                                                ------------           -----------
          Total revenues                                                          5,003,575             6,550,468
                                                                                ------------           -----------

Expenses:
     Hotel operations                                                             3,643,604             4,280,975
     Other operating and administrative                                           1,002,278               862,693
     Leasehold rent                                                                 639,240               652,122
     Depreciation and amortization                                                  290,381               421,445
     Interest                                                                       810,613               715,448
                                                                                ------------           -----------
          Total expenses                                                          6,386,116             6,932,683
                                                                                ------------           -----------

          Income (loss) before income taxes                                      (1,382,541)             (382,215)

Deferred income tax benefit                                                               -              (150,000)
                                                                                ------------           -----------
          Net income (loss)                                                     $(1,382,541)           $ (232,215)
                                                                                ============           ===========

Net income (loss) per common share:
     Basic                                                                      $     (0.72)           $    (0.15)
                                                                                ============           ===========
     Diluted                                                                    $     (0.72)           $    (0.15)
                                                                                ============           ===========

Weighted average number of shares used to
  calculate net income (loss) per common share:
     Basic                                                                        2,019,033             2,026,176
                                                                                ------------           -----------
     Diluted                                                                      2,019,033             2,026,176
                                                                                ============           ===========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>



                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                   Three Months Ended March 31, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                          <C>                     <C>
                                                                                   2001                   2000
                                                                                   ----                   ----
Cash flows from operating activities:
     Net income (loss)                                                          $(1,382,541)          $  (232,215)
     Adjustments to reconcile net income (loss)
      to net cash provided by (used in) operating activities:
          Depreciation and amortization                                             290,381               421,445
          Minority interest in income (loss)                                        (96,306)               57,330
          Deferred income tax expense (benefit)                                           -              (150,000)
          Other, net                                                                 59,817              (184,551)
                                                                                ------------          ------------
               Net cash provided by (used in) operating activities               (1,128,649)              (87,991)

Cash flows from investing activities:
     Principal receipts on notes receivable                                         392,696               129,092
     Originations of notes receivable                                               (95,000)             (100,000)
     Capital expenditures                                                           (96,455)             (624,917)
     Proceeds from property and leasehold interest sales, net                       800,782               267,260
                                                                                ------------          ------------
              Net cash provided by (used in) investing activities                 1,002,023              (328,565)
                                                                                ------------          ------------

Cash flows from financing activities:
     Repayments of notes payable                                                   (155,033)             (379,992)
     Proceeds from notes payable                                                    240,000                14,440
     Distributions to minority interest partners                                    (21,584)             (106,768)
     Other, net                                                                     (38,270)             (106,768)
                                                                                ------------          ------------
              Net cash provided by (used in) financing activities                    25,113              (579,088)
                                                                                ------------          ------------

Net increase (decrease) in cash and cash equivalents                               (101,513)             (995,644)

Cash and cash equivalents at beginning of period                                  1,345,671             2,390,856
                                                                                ------------           -----------
Cash and cash equivalents at end of period                                      $ 1,244,158            $1,395,212
                                                                                ============           ===========


     See accompanying notes to condensed consolidated financial statements.

</TABLE>

                                       5
<PAGE>



                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                             March 31, 2001 and 2000
                                   (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-K
for the year ended December 31, 2000.

(2)  Comprehensive Income (Loss)

Comprehensive  income  (loss) for the three months ended March 31, 2001 and 2000
was $(1,406,648) and $(247,768), respectively.

(3)  Segment Information

Condensed  operating results for each Company segment for the three months ended
March 31, 2001 and 2000 is presented below:
<TABLE>
<CAPTION>
<S>                  <C>             <C>            <C>              <C>            <C>                <C>
                                                          Three months ended March 31, 2001
                     ----------------------------------------------------------------------------------------------
                     Hotel           Hotel          Hotel            Development
                     Ownership       Management     Franchising      & Corporate    Eliminations       Consolidated
                     ---------       ----------     -----------      -------------  --------------     ------------
Revenues             $ 4,276,775         462,176        505,558           121,195        (362,129)     $ 5,003,575
Expenses               3,745,009         674,915        300,662           287,425        (362,129)       4,645,882
                     -------------------------------------------------------------                     ------------
EBITDAR*                 531,766        (212,739)       204,896          (166,230)                         357,693

Rent                     639,240                                                                           639,240
Depreciation             210,574          42,307         31,500             6,000                          290,381
Interest                 646,215               -              -           164,398                          810,613
                     -------------------------------------------------------------                     ------------
Income (loss) before
  income taxes       $  (964,263)       (255,046)       173,396          (336,628)                     $(1,382,541)
                     ==============================================================================================
</TABLE>

<TABLE>
<CAPTION>
<S>                 <C>             <C>            <C>              <C>             <C>               <C>
                                                          Three months ended March 31, 2001
                     ----------------------------------------------------------------------------------------------
                     Hotel           Hotel          Hotel            Development
                     Ownership       Management     Franchising      & Corporate    Eliminations       Consolidated
                     ---------       ----------     -----------      -------------  --------------     ------------
Revenues             $ 5,950,595         439,569        442,538           130,393        (412,627)     $ 6,550,468
Expenses               4,394,509         514,662        256,806           390,318        (412,627)       5,143,668
                     -------------------------------------------------------------                      -----------
EBITDAR*               1,556,086         (75,093)       185,732          (259,925)                       1,406,800

Rent                     652,122                                                                           652,122
Depreciation             352,502          31,443         31,500             6,000                          421,445
Interest                 559,525          -              -                155,923                          715,448
                     -------------------------------------------------------------                      -----------
Income (loss) before
  income taxes       $    (8,063)       (106,536)       154,232          (421,848)                      $(382,215)
                    ===============================================================================================
</TABLE>

  * Earnings before interest, taxes, depreciation,  amortization and rent

                                       6
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Material Changes in Financial Condition

The Company experienced negative cash flow from operations of approximately $1.1
million during the first quarter of 2001. The Company also repaid  approximately
$155,000  of debt  obligations  and  invested  approximately  $96,000 in capital
expenditures  for improvements  and  replacements on existing  properties.  Cash
inflows of  approximately  $393,000  resulted from  principal  receipts on notes
receivable and nearly  $801,000 from the sale of hotel  properties.  The Company
also drew down the remaining  $240,000 on its bank line of credit.  The combined
effect  of  these  and  other  activities  resulted  in a  decrease  in  cash of
approximately  $102,000 from December 31, 2000. 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  additional  cash will be generated  from second and third quarter
operations and from additional sales of hotel properties.

As of December 31, 2000 the Company had 17 owned or leased properties classified
as held for sale. Four of these properties were sold during the first quarter of
2001 and three others are presently under contract for sale.  Management is also
evaluating  other owned hotel  properties  for their  potential for sale and the
resulting impact on the Company.

Management  has  negotiated  the  extension of payment  terms for certain of its
unsecured  borrowings  and is presently  discussing  extension  terms with other
lenders. The suspension of preferred stock dividends has been continued. Certain
staff and executive level positions in the Company's hotel  management and hotel
franchising  operations have been eliminated.  Capital  expenditure  commitments
have been limited and certain previous lease commitments have been cancelled.

Adequate  liquidity for future  operations will be dependent upon the generation
of significant cash proceeds from hotel property sales and the timing thereof.

Material Changes in Results of Operations

The decline in revenues  and  increase in net loss in the first  quarter of 2001
versus  2000 is mostly  attributable  to the loss of the  Company's  Orlando and
Daytona,  Florida hotel properties.  The Orlando hotel property lease expired at
the end of 2000 and the Daytona hotel was sold in September  2000.  The combined
revenues and income  before taxes from these two hotels in the first  quarter of
2000 amounted to approximately $1,820,000 and $670,000 respectively.

Owned  and  leased  hotel  earnings  before   interest,   taxes,   depreciation,
amortization  and rent  ("EBITDAR")  decreased  approximately  $740,000 from the
first quarter of 2000 as a result of the loss of the Orlando and Daytona hotels.
The remaining  decrease in 2001 is  attributable to a 16% revenue decline in the
hotels leased from Host Funding and slighter  revenue  declines in certain other
owned hotel  properties  which are presently held for sale. The Company's  Rural
Gold properties  generally  performed the same as or slightly ahead of the prior
year quarter.

The  increase in owned and leased hotel first  quarter loss before  income taxes
was not as  significant  as the EBITDAR  decline due  primarily to reductions in
depreciation  expense  resulting  from  2000 and  2001  property  sales  and the
non-recognition  of depreciation on properties held for sale.  Interest  expense
increased as a result of hotel  acquisitions  made in 2000.  Interest expense is
expected to decrease in future periods as additional properties are sold.

Hotel  management  EBITDAR and loss before income taxes  declined  approximately
$138,000  and  $149,000,  respectively,  from the first  quarter  of 2000.  This
decline is  attributable  to increased  payroll costs  resulting  from severance
payments  relating to  eliminated  positions and the addition of three sales and
marketing  positions  since the first  quarter  of 2000 in an effort to  improve
revenues  at  Company  and third  party  owned  hotels.  Also  note  that  hotel
management  revenues are based on managed hotel gross revenues and are therefore
subject to the same  seasonality  fluctuations  as  experienced in the owned and
leased hotels. In April 2001, nine management contracts relating to hotels owned
by affiliates of Quality Lodging LLC were terminated.  The Company is contesting
the validity of such  terminations.  The Company's  March 31, 2001 balance sheet
includes  deferred costs of approximately  $900,000 relating to these contracts,
and  management  fees earned  from these  contracts  amounted  to  approximately
$300,000 annually.


                                       7
<PAGE>

Hotel   franchising   EBITDAR  and  income  before  income  taxes  increased  by
approximately  $20,000 in the first  quarter of 2001  versus the same  period in
2000. Such  improvement  results  primarily from additional  franchise  property
openings.  Presently  there are 59  Country  Hearth Inn  properties  open and an
additional 25 properties  under  development,  of which  approximately  half are
expected to open within the next 12 months.

Net losses of  approximately  $506,000  resulting  from first quarter 2001 hotel
property sales were charged to previously  established impairment allowances and
therefore had no impact on 2001 net loss.

Corporate expenses in the first quarter of 2000 included  approximately  $45,000
of  nonrecurring  professional  fee  charges.  The  remaining  decrease  in 2001
resulted from the  termination of an executive  officer in the fourth quarter of
2000.

The Company files income tax returns and recognizes income tax expense (benefit)
on an annual calendar basis.  The deferred income tax benefit  recognized in the
first  quarter of 2000  represented  management's  estimate of the impact on the
annual  income  tax  expense   (benefit)  which  resulted  from  such  quarter's
operations.  In the fourth  quarter of 2000,  management  elected to establish a
valuation  allowance for the full amount of the  Company's  deferred tax assets.
Consequently, no deferred tax benefit has been recognized in 2001.


Effect of New Accounting Pronouncement

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments and Certain Hedging  Activities." In June 2000, the FASB issued SFAS
No. 138,  "Accounting  for Certain  Derivative  Instruments  and Certain Hedging
Activity,  an Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138 require that
all derivative  instruments be recorded on the balance sheet at their respective
fair values. SFAS No. 133 and SFAS No. 138 are effective for all fiscal quarters
of all fiscal years  beginning after June 15, 2000; the Company adopted SFAS No.
133 and SFAS No. 138 on January 1, 2001.  The  adoption of SFAS No. 133 and SFAS
No. 138 did not have a material effect on the Company's financial  statements as
the Company had no derivative  instruments  as of March 31, 2001 or December 31,
2000.

Risk Factors

This Form 10-Q  contains  forward  looking  statements  that  involve  risks and
uncertainties.  Statements  contained in this Form 10-Q 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 under insured  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 hotel  management  business,  the risks  involved  in hotel  renovation  and
construction,   and  the  uncertainty  of  obtaining   additional  financing  or
extensions of existing  credit  facilities as needed.  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).

                                       8
<PAGE>


ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2001, the Company's  obligations included variable rate mortgage
notes  and a line of  credit  bank note with  aggregate  principal  balances  of
$3,002,761 which mature at various dates through 2015. The Company is exposed to
the  market  risk of  significant  increases  in  future  interest  rates.  Each
incremental  one-point  increase in the prime  interest rate would  increase the
Company's  interest  expense by  approximately  $30,000  per year.  This risk is
somewhat  mitigated  in that  inflationary  increases  in  interest  rates would
theoretically result in increases in average hotel room rates. Also, significant
increases  in  interest  rates  would have a dampening  effect on  additions  of
competitive hotels in the Company's markets.

At March 31, 2001, the Company's  unrestricted  investment  securities  included
equity  securities  valued at  $41,321.  The Company is exposed to the risk that
such  securities  will become  worthless.  The Company's  restricted  investment
securities also include equity securities.  Such restricted  securities comprise
the assets of the Company's deferred  compensation plan and changes in the value
of such securities have no net impact on the Company's earnings.

The ultimate  collection of the Company's notes receivable is subject to various
credit risks.  Net notes receivable at March 31, 2001 amounted to $4,529,519 and
consisted  of 33 notes,  most of which  were  collateralized  by or  related  to
various hotel assets. Also, certain of these notes relate to leasehold interests
in hotel properties for which the Company remains contingently liable for future
rent payments. The Company is also contingently liable for certain notes payable
relating to hotel  properties which have been sold. The collection of such notes
receivable and the potential  financial  exposure for contingent  rents and note
payable  obligations  is determined  by the ability of other hotel  operators to
satisfy these obligations.  Their ability to satisfy such obligations is subject
to many risks, including economic conditions affecting the hotel industry, their
ability to effectively  manage their hotel assets,  new  competition,  and other
factors.







                                       9
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On September 23, 1997, the Company issued 30,000 unregistered shares of $100 par
value ten percent (10%) nonvoting cumulative Series A Preferred Stock as partial
consideration  for  the  acquisition  of  Hatfield  Inns,  LLC.  Pursuant  to  a
settlement  agreement  finalized  in 2000,  certain  dividends  in arrears  were
forgiven  and the Company  agreed to exchange all of the  outstanding  shares of
Series A Preferred Stock for an equal number of unregistered  shares of $100 par
value Series B Preferred  Stock. The exchange was completed in the first quarter
of 2001.  The Series B  Preferred  Stock is  nonvoting  and  accrues  cumulative
dividends at the rate of 9.25%. The Series B Preferred Stock has certain rights,
privileges  and  preferences  that  limit and  qualify  the rights of the Common
Shareholders  of the  Company.  Holders  of the  Series B  Preferred  Stock  are
entitled to receive,  prior and in preference to any distribution to the holders
of Common  Stock,  cumulative  dividends at the rate of 9.25% per annum,  to the
extent declared by the Board of Directors.  All accrued but unpaid  dividends of
the Series B Preferred  Stock must be paid in full before any cash  dividend may
be  declared  on the Common  Stock.  Further,  holders of the Series B Preferred
Stock  have  certain  preferential  distribution  rights  in  the  event  of any
liquidation,  dissolution  or winding-up  of the Company.  As of March 31, 2001,
there was $115,625 of cumulative preferred dividends in arrears.

Exemption  from the  registration  provisions of the  Securities Act of 1933, as
amended (the "Securities  Act") for the transaction  described above was claimed
on the basis that such  transaction  did not constitute an "offer," an "offer to
sell,"  or a "sale"  under  Section  5 of the  Securities  Act.  Exemption  from
registration  is also claimed under sections 4(2) and 4(6) of the Securities Act
and the rules and regulations promulgated thereunder.


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 B Preferred Stock of the Registrant.

   11                 Statement re: Computation of per share Earnings



(B)  REPORTS ON FORM 8-K

On February 20, 2001,  the Company filed a current  report on Form 8-K regarding
the change of the listing of its common stock to The Nasdaq SmallCap Market.


                                       10
<PAGE>

                                   SIGNATURES


   Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                        Buckhead America Corporation
                                        --------------------------------------
                                        (Registrant)


May 15, 2001                            /s/ Douglas C. Collins
------------------------                ---------------------------------------
Date                                    Douglas C. Collins
                                        President and Chief Executive Officer


May 15, 2001                            /s/ Robert B. Lee
-------------------------               ---------------------------------------
Date                                    Robert B. Lee
                                        Senior Vice President and
                                        Chief Financial and Accounting Officer














                                       11

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