Exhibit 3(i)(c)

                           CERTIFICATE OF DESIGNATION,
                            PREFERENCES AND RIGHTS OF
                            SERIES A PREFERRED STOCK

                                       OF

                          BUCKHEAD AMERICA CORPORATION


It is hereby certified that:

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

    2.  Article  Fourth of the  Certificate  of  Incorporation,  as  amended  by
Certificate of Amendment,  of the Corporation authorizes the issuance of 200,000
shares of Preferred  Stock,  par value $100, and expressly vests in the Board of
Directors of the Corporation the authority  provided  therein to issue shares of
Preferred Stock at any time and from time to time, in one or more series, and to
fix or alter the designations, preferences and relative, participating, optional
or other special rights and qualifications,  limitations or restrictions of such
shares of Preferred Stock, including without limitation of the generality of the
foregoing,  dividend rights,  dividend rates,  conversion rights, voting rights,
rights and terms of redemption  (including sinking fund provisions),  redemption
price or prices and  liquidation  preferences of any wholly  unissued  series of
preferred  shares and the number of shares  constituting  any of such series and
the designation  thereof, or any of them; and to increase or decrease the number
of shares of that series, but not below the number of shares of such series then
outstanding.  In case the number of shares of any series shall be so  decreased,
the shares  constituting  such  decrease  shall resume the status which they had
prior to the adoption of the resolution  originally  fixing the number of shares
of such series.

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

    4.  Pursuant to the authority  conferred  upon the Board of Directors by the
amended   Certificate  of  Incorporation  and  Section  151(g)  of  the  General
Corporation  Law of the State of  Delaware,  the Board of  Directors  adopted on
September 16, 1997 the  following  resolutions  setting forth the  designations,
preferences  and relative,  participating,  optional or other special rights and
qualifications,  limitations  or  restrictions,  of the  shares of the  Series A
Preferred Stock:

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

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    1. DESIGNATION.  The  designation  shall be "Series A Preferred  Stock" (the
       "Series A Preferred  Stock").  Each share of the Series A Preferred Stock
       shall be identical in all respects with the other shares.

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

    3. NON-VOTING.  The  Series A  Preferred  Stock  shall  not have any  voting
       rights, unless otherwise required by law.

    4. DIVIDENDS;  RIGHTS  UPON  LIQUIDATION.  The holders of Series A Preferred
       Stock  shall be  entitled  to  receive,  prior and in  preference  to any
       distribution to the holders of Common Stock,  cumulative dividends at the
       rate per annum of 10% of the $100.00  original  issuance  price per share
       ("Original Issuance Price") of the Series A Preferred Stock from the date
       of  issuance,  when and to the extent  declared by the Board of Directors
       out of funds  legally  available  therefor,  to  holders of record at the
       close of business on the last day of each calendar month of each calendar
       year.  All accrued but unpaid  dividends of the Series A Preferred  Stock
       must be paid in full  before any cash  dividend  may be  declared  on the
       Common Stock.

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

        (a)  The holders  of  Series A  Preferred  Stock  shall be  entitled  to
            receive,  prior and in preference to any distribution to the holders
            of Common Stock, an amount equal to the Original Issuance Price plus
            an amount equal to the Original Issuance Price multiplied by 10% per
            annum from the date of issuance for each share of Series A Preferred
            Stock then outstanding,  provided such amount shall be reduced by an
            amount equal to all dividends declared and paid with respect to such
            shares of Series A Preferred  Stock since the date of  issuance.  If
            the assets and funds of the Corporation  available for  distribution
            to the holders of Series A Preferred  Stock shall be insufficient to
            permit the payment of the full preferential amount set forth in this
            Section 4(a), than all the assets of the  Corporation  available for
            distribution  shall  be  distributed  to the  holders  of  Series  A
            Preferred  Stock  PRO  RATA so that  each  share  receives  the same
            percentage of its respective liquidation interest.

        (b)  After distribution  of the amount set forth in Section 4(a) hereof,
            the  remaining  assets,  if any, of the  Corporation  available  for
            distribution to the shareholders shall be distributed to the holders
            of shares of Common Stock to the  exclusion of the holders of Series
            A Preferred Stock.

    5.    CONVERSION.

        (a)  RIGHT OF HOLDER TO CONVERT.  At any time after September  17, 2004,
            each  holder of Series A  Preferred  Stock may convert any or all of
            such  Series A  Preferred  Stock into fully paid and  non-assessable
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            shares of Common  Stock.  The  aggregate  number of shares of Common
            Stock issuable upon such conversion  shall be calculated as follows:
            divide $100.00 ("Conversion Price") (the Original Issuance Price per
            share of Series A Preferred  Stock) by the "Common  Stock Price" (as
            hereinafter  defined)  and  multiply  that  amount by the  number of
            shares of Series A Preferred Stock being so converted. "Common Stock
            Price" is the average per share  closing  price (as  reported by THE
            WALL STREET JOURNAL) of the  Corporation's  Common Stock for the ten
            trading days preceding the "Notice Date" (as  hereinafter  defined).
            "Notice  Date"  means  the date on which  the  Corporation  received
            written  notice  from  the  holder  of  Series  A  Preferred   Stock
            exercising such conversion,  which notice shall set forth the number
            of shares of Series A  Preferred  Stock  being so  converted  and be
            accompanied by a certificate  evidencing such shares,  duly executed
            by such holder of record.

        (b)  RIGHT OF  CORPORATION  TO  CAUSE  CONVERSION.  At  any  time  after
            September  17,  2004 and at the  election  of the  Corporation  upon
            giving notice, all, but not less than all, of the Series A Preferred
            Stock  shall  be  converted  into  shares  of  Common  Stock  of the
            Corporation.  The  aggregate  number of shares of Common Stock to be
            received  shall be  calculated  in the same  manner  as set forth in
            Section  5(a)  above,  except  that the  Conversion  Price  shall be
            $110.00  and the Notice Date for the  purpose of this  Section  5(b)
            shall be the date on which the  Corporation  deposits  into the mail
            written notice of such conversion.  Thereafter, the shares of Series
            A  Preferred  Stock  shall be deemed to have been  cancelled  and no
            longer issued and  outstanding,  and the Corporation  shall promptly
            issue and  deliver to such  holders  certificates  for the number of
            shares of Common Stock to which such holders  shall be entitled upon
            receipt of the cancelled Series A Preferred Stock from such holders.

        (c)  NO FRACTIONAL  SHARES.   Notwithstanding   any  term  or  provision
            containing  herein to the contrary,  the Corporation shall not issue
            any fractional shares of Common Stock. In the event the holder would
            have been entitled to fractional shares, then the Corporation shall,
            in lieu thereof,  issue payment in cash to such holder for the value
            of such fractional shares not issued in the conversion.


     6.     LIMITED RIGHTS OF HOLDER TO SELL COMMON STOCK TO CORPORATION. In the
            event the  Corporation  exercises its right in Section 5(b) above to
            cause the holders of Series A Preferred Stock to convert such shares
            into shares of Common Stock,  then the terms and  provisions of this
            Section 6 shall  apply.  At any time  during  the  six-month  period
            beginning on the ninetieth  day following  Notice Date under Section
            5(b) above, the stockholder of record holding the shares of Series A
            Preferred  Stock  at the  time of such  conversion  may  sell to the
            Corporation at a price equal to the Common Stock Price the shares of
            Common Stock of the Corporation  received by such registered  holder
            as a  result  of the  conversion;  provided,  however,  that (i) the
            holder  exercising  such right shall have  provided the  Corporation
            with 30 days written notice (the "Notice  Period") of intent to sell
            such Common Stock to the  Corporation,  setting forth in such notice
            the number of shares of Common Stock to be sold and the  certificate
            number  evidencing such shares and (ii) if requested by Corporation,
            such  holder  shall make a good faith  effort to sell such shares of
            Common  Stock in the open market  during the Notice  Period.  In the
            event the  holders  are  successful  in selling  any portion of such
            shares of Common Stock in the open market during the Notice  Period,
            the Corporation shall pay such selling  stockholders the difference,
            if any, by which the Common Stock Price  exceeds the price for which
            the converted Common Stock was sold in the open market during Notice
            Period.  Any shares of Common  Stock not so sold in the open  market
            will be repurchased by the Corporation pursuant to this Section 6.


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    FURTHER RESOLVED, that the statements contained in the foregoing resolutions
creating  and  designating  the Series A Preferred  Stock and fixing the powers,
designations,  preferences  and  relative,  optional,  participating,  and other
special  rights and the  qualifications,  limitations,  restrictions,  and other
distinguishing  characteristics  thereof shall,  upon the effective date of said
series,  be  deemed  to be  included  in  and be a part  of the  certificate  of
incorporation of the corporation  pursuant to the provisions of Sections 104 and
151 of the General Corporation Law of the State of Delaware."

    5.  The  effective  time and date of the  Series A  Preferred  Stock  herein
certified shall be the filing date of this  Certificate of Designation  with the
Secretary of State of Delaware.

    IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed
by its President and Chief Executive Officer and, such authorized officer hereby
declares, under penalty of perjury under the laws of the State of Delaware, that
he signed  this  Certificate  in the  official  capacity  set forth  beneath his
signature and that the  statements  set forth in this  Certificate  are true and
correct of his own knowledge this 16th day of September, 1997




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
























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