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 JUNE 30, 1998

      [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  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:     July 31, 1998

           Common stock, par value $.01 - 1,951,427 shares outstanding

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

                                                               1

<PAGE>



                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                   Condensed Consolidated Financial Statements

                             June 30, 1998 and 1997

                                   (Unaudited)

                                        2

<PAGE>



                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet
                                  June 30, 1998
                                   (Unaudited)


                                     Assets
Current assets:
    Cash and cash equivalents, including
     restricted cash of $659,263                                   $  3,107,763
    Investment securities                                               190,931
    Accounts receivable                                               1,766,757
    Current portions of notes receivable                                343,468
    Other current assets                                                538,536
                                                                     -----------
             Total current assets                                     5,947,455

Noncurrent portions of notes receivable                               1,215,437
Property and equipment, at cost, net of
    accumulated depreciation                                         39,281,868
Deferred tax assets                                                   3,080,000
Deferred costs, net                                                   2,397,870
Leasehold interests, net                                              3,633,568
Other assets                                                          1,597,146
                                                                     ----------

                                                                   $ 57,153,344
                                                                     ==========

                      Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable and accrued expenses                          $  3,916,763
    Current portions of notes payable                                   989,539
                                                                     ----------
             Total current liabilities                                4,906,302

Noncurrent portions of notes payable                                 31,894,170
Other liabilities                                                       314,228
                                                                     ----------
             Total liabilities                                       37,114,700
                                                                     ----------
Minority interest in partnership                                        706,313

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; 2,003,277 shares issued
     and 1,951,427 shares outstanding                                    20,033
    Additional paid-in capital                                        7,362,487
    Retained earnings                                                 9,372,132
    Treasury stock (51,850 shares)                                     (422,321)
                                                                      ----------
             Total shareholders' equity                              19,332,331
                                                                      ----------
                                                                   $ 57,153,344
                                                                     ==========

See accompanying notes to condensed consolidated financial statements.

                                                                   3

<PAGE>



                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                Condensed Consolidated Statements of Income(Loss)
                     Six Months ended June 30, 1998 and 1997
                                   (Unaudited)





                                                     1998                1997
                                                  -----------         ---------
Revenues:
    Hotel revenues                             $  12,047,433       $  5,714,906
    Interest income                                  155,379            676,804
    Other income                                     705,812          1,474,631
                                                     -------         ----------
               Total revenues                     12,908,624          7,866,341
                                                  ----------         ----------

Expenses:
    Hotel operations                               8,985,637          4,263,466
    Other operating and administrative             2,057,390          1,396,800
    Depreciation and amortization                    872,425            458,544
    Interest                                       1,414,392            613,542
                                                  ----------         ----------
             Total expenses                       13,329,844          6,732,352
                                                  ----------         ----------

             Income(loss) before income taxes       (421,220)         1,133,989

Deferred income tax benefit                         (150,000)              -
                                                  ----------             ------

             Net income(loss)                  $    (271,220)         1,133,989
                                                   =========          ==========



Net income(loss) per common share:
    Basic                                      $      (0.22)               .63
                                                      ======              ====

    Diluted                                    $      (0.22)               .61
                                                      ======              ====






See accompanying notes to condensed consolidated financial statements.

                                        4

<PAGE>



                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                   Condensed Consolidated Statements of Income
                    Three Months ended June 30, 1998 and 1997
                                   (Unaudited)





                                                         1998            1997
                                                     -----------      ---------
Revenues:
    Hotel revenues                                $   7,014,843       3,426,734
    Interest income                                      64,476         114,225
    Other income                                        517,596         588,510
                                                      ---------       ---------
               Total revenues                         7,596,915       4,129,469
                                                      ---------       ---------

Expenses:
    Hotel operations                                  5,001,770       2,675,227
    Other operating and administrative                1,192,042         809,757
    Depreciation and amortization                       460,794         268,244
    Interest                                            754,343         356,494
                                                      ---------       ---------
             Total expenses                           7,408,949       4,109,722
                                                      ---------       ---------

             Income before income taxes                 187,966          19,747

Deferred income tax expense                              70,000             -
                                                      ---------           -----

             Net income                           $     117,966          19,747
                                                      =========        =========



Net income per common share:
    Basic                                         $       0.02            0.01
                                                          ====            ====

    Diluted                                       $       0.02            0.01
                                                          ====            ====



See accompanying notes to condensed consolidated financial statements.

                                        5

<PAGE>



                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                     Six Months Ended June 30, 1998 and 1997
                                   (Unaudited)


                                                         1998            1997
                                                      -----------    -----------

   Cash flows from operating activities:
        Net income(loss)                              $ (271,220)   $ 1,133,989
        Adjustments to reconcile net income(loss)
         to net cash provided (used) by
         operating activities:
          Depreciation and amortization                  872,425        458,544
          Sales (purchases)of trading securities, net  2,998,950         31,269
          Gain on note sale                                 -          (800,000)
          Other, net                                     (62,528)    (1,442,239)
                                                       ----------     ----------
           Net cash provided (used) by
            operating activities                       3,537,627       (618,437)
                                                       ----------     ----------

   Cash flows from investing activities:
        Note receivable principal receipts               374,643        910,958
        Originations of notes receivable                (838,721)      (320,000)
        Capital expenditures                          (1,692,181)      (643,942)
        Other, net                                    (1,745,807)       829,149
                                                      ----------      ----------
           Net cash provided (used) by
            investing activities                      (3,902,066)       776,165
                                                      ----------      ----------

   Cash flows from financing activities:
        Repayments of notes payable                     (438,407)      (194,437)
        Additional borrowings                            921,210            -
        Preferred stock dividends                       (150,000)           -
        Other, net                                      (142,375)           -
                                                       ----------       --------
           Net cash provided (used) by
            financing activities                         190,428       (194,437)
                                                       ----------    -----------


   Net increase (decrease) in cash and
      cash equivalents                                  (174,011)       (36,709)

   Cash and cash equivalents at beginning
      of period                                         3,281,774     1,801,670
                                                       ----------     ----------

   Cash and cash equivalents at end of period        $  3,107,763     1,764,961
                                                       ==========     ==========




                                   (Continued)




See accompanying notes to condensed consolidated financial statements.

                                        6

<PAGE>



                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

           Condensed Consolidated Statements of Cash Flows - Continued
                     Six Months Ended June 30, 1998 and 1997
                                   (Unaudited)


Supplemental disclosures of noncash investing and financing activities:

     In May 1998,  the Company  recorded the  following  partial  cash  activity
     relating to an acquired 121-room hotel in Norcross, Georgia:

             Costs:
               Cash and payables                                    $   223,101
               Debt assumed                                           3,818,798
                                                                      ---------

             Property and equipment acquired                        $ 4,041,899
                                                                      =========


     In June 1998,  the Company  recorded the  following  partial cash  activity
     relating to the acquisition of leasehold interests in seven hotels owned by
     Host Funding, Inc.:

             Costs:
               Cash and payables                                    $   516,635
               Common stock issued                                      400,000
                                                                        -------

             Leasehold interests acquired                           $   916,635
                                                                        =======


     In May 1997,  the Company  recorded the  following  partial  cash  activity
     relating to the acquisition of The Lodge Keeper Group, Inc.:

             Costs:
               Cash                                                 $   825,000
               Common stock issued, net
                 of treasury stock acquired                             658,580
               Debt assumed                                           4,784,754
                                                                     ----------
                                                                    $ 6,268,334
                                                                      =========
             Allocated to:
               Property and equipment                               $ 4,489,490
               Other assets                                           3,127,860
               Working capital deficit                               (1,349,016)
                                                                      ---------

                                                                    $ 6,268,334
                                                                      =========



See accompanying notes to condensed consolidated financial statements.

                                        7

<PAGE>



                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                             June 30, 1998 and 1997
                                   (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, 1997.


   (2)    Statement of Financial Accounting Standards No. 130,
          Reporting Comprehensive Income

          In  June  1997,  the  Financial   Accounting  Standards  Board  issued
          Statement  of  Financial   Accounting   Standards  ("SFAS")  No.  130,
          Reporting  Comprehensive  Income. This statement establishes standards
          for reporting and display of  comprehensive  income and its components
          in a full  set of  general  purpose  financial  statements.  The  term
          "comprehensive  income" is used in SFAS No. 130 to describe  the total
          of all components of comprehensive income including net income. "Other
          comprehensive income" refers to revenues,  expenses, gains, and losses
          that are included in  comprehensive  income but excluded from earnings
          under current accounting  standards.  Currently,  "other comprehensive
          income" for the Company consists solely of items  previously  recorded
          as a component of shareholders'  equity under SFAS No. 115, Accounting
          for Certain Investments in Debt and Equity Securities.

          Total comprehensive income(loss)for the six months ended June 30, 1998
          and 1997 was $(271,220) and $678,861,  respectively, and for the three
          months  ended  June  30,  1998  and 1997  was  $117,966  and  $19,747,
          respectively.



                                        8

<PAGE>



Item 2.  Management's Discussion and Analysis.

FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION.

First Half 1997

The Company completed the renovations of the Atlanta, Georgia Country Hearth Inn
in January 1997. The Company  completed the  renovations of the Dalton,  Georgia
Country Hearth Inn in February 1997 and also completed  certain  enhancements to
the  Orlando,  Florida  Country  Hearth Inn which were  required  under its debt
obligation.  Capital expenditures on these three hotels during the first half of
1997 aggregated  approximately  $608,000 and were funded from available cash and
restricted funds.

The Company received  $800,000 cash from the sale of a mortgage note in February
1997.  The  Company  also  received  approximately  $1.6  million  cash from its
investment in Industrial Revenue Bonds which were called in February 1997.

In February 1997, the Company sold two wholly owned  subsidiaries which held the
investment  in  Days  Inns  Mortgage  Trust  ("DIMT").  DIMT  was  treated  as a
partnership for income tax purposes and had produced significant tax purpose net
operating losses ("NOLs")  totaling  approximately  $34 million through December
31, 1996.  These NOLs had no impact on the Company's  book provision for regular
taxes  because the  ultimate  dissolution  of the  partnership  would  result in
immediate gain recognition for a comparable amount.  Because of NOL limitations,
the Company was exposed,  however,  to significant  potential future alternative
minimum tax liability. All of these tax attributes accompanied the DIMT interest
with its sale, and the Company's tax position is no longer impacted by DIMT.

On May 8, 1997, the Company completed its acquisition of The Lodge Keeper Group,
Inc.  of  Prospect,   Ohio  ("Lodge   Keeper").   The  purchase   price  totaled
approximately  $6.3 million  consisting  primarily of cash of $825,000,  106,320
shares of common stock of the Company,  and the assumption of approximately $4.8
million of debt.  Lodge Keeper operated 18 hotels under long-term  leases,  held
management  contracts on six Country Hearth Inn hotels and owned one independent
hotel, among other assets.

Approximately  $4.5 million of the purchase  price was allocated to property and
equipment and  approximately  $2.9 million to leasehold  interests.  The Company
also assumed a working capital deficit of approximately $1.3 million.

Lodge Keeper continued to manage the 24 hotels it previously managed in addition
to managing the five properties previously managed by the Company.  Lodge Keeper
also manages all the properties subsequently acquired by the Company such as the
eight hotels acquired in September 1997 from Hatfield Inns, LLC ("Hatfield") and
the seven properties leased in June 1998 from Host Funding, Inc. ("Host").

At its June 26,  1997  annual  meeting of  shareholders,  the  Company  received
authorization  to issue up to 200,000  shares of  preferred  stock.  The Company
issued $3  million  of such  preferred  stock in  connection  with the  Hatfield
acquisition which was completed in September 1997.


                                        9

<PAGE>



First Half 1998

The  conversion of the Hatfield  properties to Country Hearth Inns was completed
in 1997 and the Company began 1998 with 16 hotel properties owned, 36 properties
managed, and 29 Country Hearth Inn franchise properties open and operating.

Since the beginning of the year,  four  additional  Country Hearth Inn franchise
properties   have  opened  and  an  additional   eighteen  are  presently  under
development, six of which are expected to open in the second half of 1998.

The above described  properties  under  development  include the construction of
Company owned Country Hearth Inns in Nicholasville and Eddyvlle,  Kentucky. Loan
commitments are in place to fund the major portion of the construction costs for
both of these projects.

Also  included  is the  renovation  and  conversion  of two  Lodge  Keeper  Ohio
properties  to Country  Hearth  Inns.  The  renovation  of the 88-room  hotel in
Amherst has already been  completed  and the  renovation  and  conversion of the
67-room Port Clinton hotel is expected to be completed in the fourth  quarter of
1998.

Capital  expenditures in the first half of 1998 amounted to  approximately  $1.7
million. Construction and other loan commitments provided approximately $633,000
of these funds. The remainder was provided by a portion of the proceeds from the
Company's December 1997 sale of convertible debentures.

In May 1998,  the Company  acquired a 121-room  hotel in Norcross,  Georgia (the
"Norcross Hotel") for approximately $4 million,  most of which being financed by
the assumption of a $3.8 million first mortgage loan.

In June 1998,  the Company  entered into lease  agreements for the operation and
management  of seven  hotels  owned by Host  Funding,  Inc.("Host").  The leased
properties  are  operated as "Sleep  Inns" and "Super 8" hotels;  are located in
Florida, Illinois, Missouri, Kentucky, and Mississippi; and aggregate 450 rooms.
For the  leasehold  interests,  the  Company  paid Host  approximately  $900,000
(consisting  of 53,647 shares of the Company's  $0.01 par value common stock and
the remainder in cash).  Additionally,  the Company  purchased  62,212 shares of
Host common stock by executing notes aggregating  $288,000 which are due in June
1999.  Such  Host  shares  represent   security  deposits  against  future  rent
obligations.


RESULTS OF OPERATIONS

Periods ended June 30, 1998 and 1997

Hotel revenues  amounted to $7,014,843 and  $12,047,433  for the three month and
six month  periods ended June 30, 1998,  respectively,  as opposed to $3,426,734
and $5,714,906  during the same periods in 1997. Hotel operating profits for the
1998  three  and six  month  periods  amounted  to  $2,013,073  and  $3,061,796,
respectively, versus $751,507 and $1,451,440 in 1998. Such changes are primarily
attributable  to the  acquisition  of Lodge  Keeper  in May 1997,  the  Hatfield
acquisition  in September  1997,  the  acquisition  of the Norcross Hotel in May
1998, and the Host leases in June 1998.

                                       10

<PAGE>



In the aggregate,  operating  profits for hotels which were owned in both of the
first halves of 1997 and 1998 increased. First half 1998 results of the acquired
hotels were in line with management's expectations.

The  properties  presently  owned by the Company  are  subject to a  significant
amount of  seasonal  fluctuation.  Most of the  properties  are  expected  to be
profitable  during the third quarter and will probably not be profitable  during
the fourth quarter.  On an annual basis,  all properties are expected to satisfy
their debt and other cash  obligations in addition to providing the Company with
management and/or franchise fees.

Note receivable interest income continued to decline as a result of decreases in
the note receivable portfolio. The first half of 1997 included investment income
of approximately $450,000 as a result of the Industrial Revenue Bonds which were
called.

Other  income  in the first  half  1997  included  the  $800,000  note sale gain
previously  discussed.  Other  income in the  second  quarters  of 1998 and 1997
includes  Country  Hearth  Inn  franchise  fees of  approximately  $231,000  and
$127,000,  respectively,  excluding fees from Company owned properties which are
eliminated.  Management  expects  franchise  fee  income  to  increase  as  more
franchised properties are opened.

Other income in the second quarter of 1997 also includes  approximately $250,000
relating to favorable  settlements of "Old Buckhead" claims.  Further such gains
are not expected.  Other income in the second quarter of 1998 includes a gain of
approximately $250,000 from the sale of a hotel leasehold interest formerly held
by Lodge Keeper. Other such leasehold interests are presently held for sale. The
net book value of such interests is not significant and management does not make
any assurances that additional sales will be closed.

Other  operating  and  administrative  expenses  in the  second  quarter of 1998
increased  $382,285  versus  the  same  period  in 1997.  Most of this  increase
resulted from the  acquisition of Lodge Keeper in May 1997.  The  acquisition of
the Norcross Hotel in May 1998 and the Host leasehold interests in June 1998 did
not result in significant increases in Lodge Keeper overhead costs.

Property  related  depreciation  and interest  expense in the first half of 1998
increased  proportionately to the revenue increases associated with the Hatfield
and Lodge Keeper acquisitions.  The Company also recognized $200,000 of interest
expense on its convertible debentures issued in December 1997.

Management believes the Company has adequate resources for the completion of its
present  acquisition and development  commitments.  Management also believes the
Company  has  adequate  liquidity  for  purposes of funding  seasonal  cash flow
shortfalls  and  does not  anticipate  the need  for  additional  financing  for
operating purposes.

The  Company  has made  public  announcements  of its  intention  to expand  the
development of its 40-room  prototype hotels into rural markets.  This expansion
is being effected through franchise  development  agreements with third parties,
partial  participations  with third  party  developers  via joint  ventures  and
leases, and by purely Company owned projects.  The continued  expansion of these
properties is  contingent  on the  availability  of  construction  and permanent
financing, among many other contingencies. Also,

                                       11

<PAGE>



the Company may need to raise  additional  equity capital in order to facilitate
this growth. No assurances can be made regarding these issues.


YEAR 2000 ISSUES

Many  existing  computer  programs use only two digits to identify a year in the
date field.  These programs were designed and developed without  considering the
impact of the upcoming  change in the century.  If not corrected,  many computer
applications  could fail or create erroneous results by or at the Year 2000. The
Year 2000 issue affects virtually all companies and organizations.

The Company has reviewed its computer  systems and has  determined  that most of
the  systems  are  already  Year  2000  compliant  (i.e.  no  modifications  are
necessary).   Specifically,  the  Company's  computerized  accounting,  payroll,
receivable,  and payable  systems,  which  constitute  the vast  majority of the
Company's computerized systems, do not need to be replaced or reprogrammed.

Certain   non-interfaced  less  critical  systems  may  require  replacement  or
modification. Such systems include cash registers, electronic locks, credit card
machines, and telephone systems. The Company expects to expend less than $50,000
to bring such systems into  compliance and expects that such  compliance will be
achieved prior to the end of the third quarter of 1999.


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  and materially from the results  indicated by
such forward  looking  statements and by past results.  For a discussion of risk
factors,  see the "RISK FACTOR" section contained in the Company's  Registration
Statement on Form S-3 (File No. 333-37691).


                                       12

<PAGE>



                           PART II - OTHER INFORMATION

Item 2.                 Changes in Securities

On June 3, 1998, the Registrant  issued 53,647  unregistered  shares of its $.01
par value common stock to Host Funding, Inc., an "accredited investor" ("Host").
Such  shares  were  issued  as  partial   consideration   for  the  Registrant's
acquisition  of  leasehold   interests  in  seven  hotels  owned  by  Host.  The
consideration  received by the  Registrant  was  estimated to have a fair market
value equal to the fair market value of the shares issued.

The exemption from  registration  was pursuant to Section 4(2) of the Securities
Act of 1933, as amended.


Item 4.                 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting of Stockholders on May 28, 1998. The purpose
of the meeting was to consider and vote upon the following matters:

   1.                 To elect five  directors  to serve until the next annual
                      meeting of stockholders  and until their  successors are
                      elected and have qualified.

   2.                 To   consider   a  proposal   to  amend  the   Company's
                      Certificate of  Incorporation  to increase the number of
                      authorized  shares of the  Company's  Common  Stock from
                      3,000,000 shares to 5,000,000 shares.

   3.                 To consider a proposal to approve the Company's 1998 
                      Employee Stock Option Plan.

   4.                 To transact such other business as may have properly come
                      before the meeting.

The Company's five incumbent directors (Robert M. Miller, Douglas C.
Collins, William K. Stern, Robert B. Lee, and Steven A. Van Dyke) were
nominated for re-election. Each of the nominees was elected as follows:

                                                 Votes For       Votes Withheld
                                                ----------       --------------
         Robert M. Miller                       1,666,775             8,896

         Douglas C. Collins                     1,667,944             7,727

         William K. Stern                       1,667,307             8,364

         Robert B. Lee                          1,668,075             7,596

         Steven A. Van Dyke                     1,667,275             8,396



                                       13

<PAGE>



The proposal to amend the Company's Certificate of Incorporation to increase the
number of authorized  shares of the Company's Common Stock from 3,000,000 shares
to 5,000,000 shares was approved as follows:

                                                  Votes
                                                ----------
                   For                          1,608,920

                   Against                         65,235

                   Abstentions                      1,516



The  proposal to approve  the  Company's  1998  Employee  Stock  Option Plan was
approved as follows:


                                                   Votes
                                                ----------
                   For                          1,601,166

                   Against                         73,047

                   Abstentions                      1,458


No other matters came before the meeting.



                                       14

<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibit Index
<TABLE>
<CAPTION>

       Exhibit             Description

<S>    <C>                 <C>                                                       
       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.)

       10.9                Buckhead America Corporation 1998 Employee Stock Option Plan.
                           (Incorporated by reference to Annex "1" to the Registrant's
                           Definitive Proxy Statement filed with the Securities and
                           Exchange Commission on May 5, 1998.)

       11                  Statement re: Computation of per share earnings

       27                  Financial Data Schedule


</TABLE>


(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.



                                       15

<PAGE>







                                   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:    August 14, 1998                             /s/Douglas C. Collins
                                                     Douglas C. Collins
                                                     President and Chief
                                                     Executive Officer




Date:    August 14, 1998                             /s/Robert B. Lee
                                                     Robert B. Lee
                                                     Senior Vice President and
                                                     Chief Financial Officer





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