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, 1999

[  ] 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

<PAGE>
                      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, 1999

           Common stock, par value $.01 - 1,969,935 shares outstanding

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


                         PART I - FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                   Condensed Consolidated Financial Statements

                             June 30, 1999 and 1998

                                   (Unaudited)


<PAGE>


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheet
                                  June 30, 1999
                                   (Unaudited)


                                     Assets
Current assets:
    Cash and cash equivalents, including
     restricted cash of $549,314                            $  1,160,706
    Investment securities                                        142,146
    Accounts receivable, net                                  11,111,346
    Current portions of notes receivable                         460,592
    Other current assets                                         560,099
                                                            ------------
             Total current assets                             13,434,889

Noncurrent portions of notes receivable, net                   3,462,435
Property and equipment, at cost, net                          36,968,769
Deferred tax assets                                            2,631,000
Deferred costs, net                                            1,624,150
Leasehold interests, net                                       2,471,720
Other assets                                                   1,254,545
                                                            ------------

                                                            $ 61,847,508
                                                            ============

                      Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable and accrued expenses                   $  4,040,816
    Current portions of notes payable                          2,100,245
                                                            ------------
             Total current liabilities                         6,141,061

Noncurrent portions of notes payable                          30,001,845
Other liabilities                                                416,083
             Total liabilities                                36,558,989

Minority interest in partnership                               2,938,233

Shareholders' equity:
    Series A preferred stock; $100 par value;
      200,000 shares authorized; 30,000 shares
      issued and outstanding                                   3,000,000
    Common stock; $.01 par value; 5,000,000
     shares authorized; 2,029,277 shares issued
     and 1,969,935 shares outstanding                             20,293
    Additional paid-in capital                                 7,463,307
    Retained earnings                                         12,477,952
    Accumulated other comprehensive loss                        (140,247)
    Treasury stock (59,342 shares)                              (471,019)
                                                            ------------
             Total shareholders' equity                       22,350,286

                                                             $61,847,508
                                                            ============

See accompanying notes to condensed consolidated financial statements.


<PAGE>


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                Condensed Consolidated Statements of Income(Loss)
                     Six Months ended June 30, 1999 and 1998
                                   (Unaudited)





                                                          1999             1998
                                                   -----------      -----------
Revenues:
    Hotel revenues                                 $12,545,092       12,047,433
    Interest income                                    243,983          155,379
    Other income                                     4,560,232          698,361
                                                   -----------      -----------
               Total revenues                       17,349,307       12,901,173
                                                   -----------      -----------

Expenses:
    Hotel operations                                10,243,528        9,393,309
    Other operating and administrative               1,627,305        1,642,267
Depreciation and amortization                          872,258          872,425
    Interest                                         1,632,111        1,414,392
                                                   -----------      -----------
             Total expenses                         14,375,202       13,322,393
                                                   -----------      -----------

             Income(loss) before income taxes        2,974,105         (421,220)

Provision for income tax expense (benefit)           1,200,000         (150,000)
                                                   -----------      -----------

             Net income(loss)                      $ 1,774,105         (271,220)
                                                   ===========      ===========



Net income(loss) per common share:
    Basic                                          $      0.83            (0.22)
                                                   ===========      ===========

    Diluted                                        $      0.61            (0.22)
                                                   ===========      ===========



See accompanying notes to condensed consolidated financial statements.


<PAGE>


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                   Condensed Consolidated Statements of Income
                    Three Months ended June 30, 1999 and 1998
                                   (Unaudited)





                                                          1999             1998
                                                   -----------      -----------
Revenues:
    Hotel revenues                                 $ 6,545,239        7,014,843
    Interest income                                    131,587           64,476
    Other income                                     4,183,122          517,595
                                                   -----------      -----------
               Total revenues                       10,859,948        7,596,914
                                                   -----------      -----------

Expenses:
    Hotel operations                                 5,226,051        5,256,395
    Other operating and administrative                 879,966          937,416
Depreciation and amortization                          401,899          460,794
    Interest                                           832,309          754,343
                                                   -----------      -----------
             Total expenses                          7,340,225        7,408,948
                                                   -----------      -----------

             Income before income taxes              3,519,723          187,966

Provision for income tax expense                     1,400,000           70,000
                                                   ===========      ===========

             Net income                            $ 2,119,723           17,966
                                                   ===========      ===========



Net income per common share:
    Basic                                          $      1.04             0.02
                                                   ===========      ===========

    Diluted                                        $      0.70             0.02
                                                   ===========      ===========



See accompanying notes to condensed consolidated financial statements.


<PAGE>


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                     Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                       1999                         1998
                                                                                -----------                  -----------
<S>                                                                             <C>                          <C>

   Cash flows from operating activities:
        Net income(loss)                                                        $ 1,774,105                     (271,220)
        Adjustments to reconcile net income(loss)
         to net cash provided (used) by
         operating activities:
          Depreciation and amortization                                             872,258                      872,425
          Sales of trading securities, net                                                -                    2,998,950
          Gains on property transactions, net                                    (5,259,166)                    (258,105)
          Minority interest in partnership income                                 2,413,720                      174,419
          Other, net                                                               (278,723)                      21,158
                                                                                -----------                  -----------
           Net cash provided (used) by
            operating activities                                                   (477,806)                   3,537,627
                                                                                -----------                  -----------

   Cash flows from investing activities:
        Note receivable principal receipts                                          130,551                      374,643
        Originations of notes receivable                                           (165,000)                    (838,721)
        Capital expenditures                                                     (2,155,380)                  (1,692,181)
        Other, net                                                                  312,252                   (1,745,807)
                                                                                -----------                  -----------
           Net cash provided (used) by
            investing activities                                                 (1,877,577)                  (3,902,066)
                                                                                -----------                  -----------

   Cash flows from financing activities:
        Repayments of notes payable                                                (598,438)                    (438,407)
        Additional borrowings                                                     2,475,434                      921,210
        Preferred stock dividends                                                   (25,000)                    (150,000)
        Other, net                                                                   59,899                     (142,375)
                                                                                -----------                  -----------
           Net cash provided (used) by
            financing activities                                                  1,911,895                      190,428
                                                                                -----------                  -----------


   Net increase (decrease) in cash and
      cash equivalents                                                             (443,488)                    (174,011)

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

   Cash and cash equivalents at end of period                                   $ 1,160,706                    3,107,763
                                                                                ===========                  ===========


</TABLE>


                                                            (Continued)



See accompanying notes to condensed consolidated financial statements.


<PAGE>


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

           Condensed Consolidated Statements of Cash Flows - Continued
                     Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)


Supplemental disclosures of noncash investing and financing activities:

     In June 1999,  the Company  recorded the  following  partial cash  activity
     relating to the sale of a 150-room hotel in Orlando, Florida:

             Gross sale price                           $ 13,500,000
             Portion allocated to management
               and franchise contract termination         (1,446,590)

             Net sales price                              12,053,410

             Basis in property sold                       (6,474,116)
             Costs                                          (327,682)

             Net gain                                   $  5,251,612
                                                        ============

               The company owns approximately 59% of the partnership which owned
               the hotel.


     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
               Notes payable issued                          400,000
                                                        ------------
                                                        $  1,316,635
                                                        ============
             Allocated to:
               Lessor=s common stock                         288,000
               Leasehold interests                         1,028,635
                                                        ------------
                                                        $  1,316,635
                                                        ============




See accompanying notes to condensed consolidated financial statements.






                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                             June 30, 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 six months ended June 30, 1999
          and 1998 was  $1,781,881  and  $(271,220),  respectively,  and for the
          three months ended June 30, 1999 and 1998 was $2,088,617 and $117,966,
          respectively.

   (3)    Sale of Hotel

                  On  June  30,  1999,  the  Company  completed  its  previously
                  reported  sale of the  Country  Hearth Inn located in Orlando,
                  Florida for $13.5  million.  The Company holds an  approximate
                  59%  interest  in the  partnership  which  owned  the hotel in
                  addition to holding  franchise and hotel management  contracts
                  relating to the operation of the property. Accounts receivable
                  at  June  30,  1999   includes   approximately   $9.1  million
                  representing   the  gross  proceeds  after  retirement  of  an
                  approximate  $4.4 million first mortgage loan. Such amount was
                  received  in July and after  payment of certain  fees,  costs,
                  bonuses,  and minority interest shares, the Company's share of
                  net proceeds will be approximately  $5.5 million.  The Company
                  has no  obligation  to continue to operate the  property,  but
                  plans to continue to operate the hotel under an agreement with
                  Orange County,  Florida (the purchaser) until December 2000 at
                  which time the  property is to be  demolished  to make way for
                  expansion of the Orange County Convention Center.

                  The pretax  impact of the Orlando  hotel sale is  reflected in
                  other  income for the three and six month  periods  ended June
                  30, 1999. In connection with the transaction,  other income in
                  such   periods   includes   franchise   termination   fees  of
                  approximately  $640,000  and  management  termination  fees of
                  approximately    $605,000.    Other   income   also   includes
                  approximately  $3 million which represents the Company's share
                  of the pretax gain on sale net of termination  fees to others,
                  cost accruals, and minority interest's share of the gain.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION.

First Half 1999

On June 30, 1999,  the Company  completed  its  previously  reported sale of the
Country Hearth Inn located in Orlando,  Florida for $13.5  million.  The Company
holds an approximate  59% interest in the  partnership  which owned the hotel in
addition to holding  franchise and hotel  management  contracts  relating to the
operation  of the  property.  Accounts  receivable  at June  30,  1999  includes
approximately  $9.1 million  representing the gross proceeds after retirement of
an approximate  $4.4 million first  mortgage  loan.  Such amount was received in
July and after payment of certain fees,  costs,  bonuses,  and minority interest
shares,  the Company's share of net proceeds will be approximately $5.5 million.
The Company has no obligation to continue to operate the property,  but plans to
continue to operate the hotel under an  agreement  with Orange  County,  Florida
(the  purchaser)  until  December  2000 at  which  time  the  property  is to be
demolished to make way for expansion of the Orange County Convention Center.

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 second quarter of 1999,  the Company  entered into a contract for the
sale of one of its three 40-room hotel  properties in Texas. The sale was closed
in July and the Company is presently  marketing  the other two  properties.  The
Company  recognized  a  second  quarter  charge  of  $300,000  relating  to  the
establishment of valuation reserves for these three properties.

During the first half of 1999, the Company drew down $1 million on its bank 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 further believes that the Company's  present liquidity and existing
commitments are adequate to sustain the current  operations of the Company.  The
line of credit was fully repaid in July from a portion of the proceeds  from the
Orlando  hotel sale.  The  Company  also  resumed  payment of Series A preferred
dividends.

The Company  has  continued  its  expansion  of the  Country  Hearth Inn lodging
system.  Nine  additional  properties have been opened in the first half of 1999
bringing the total to 46 properties  operating in fourteen states. An additional
24 properties are in various stages of development;  approximately half of which
are expected to open within the next 12 months.

Capital expenditures during the first half of 1999 aggregated approximately $2.2
million  and mostly  related to two new  Company  owned  Country  Hearth Inns in
Eddyville,  Kentucky and Washington Courthouse, Ohio. Approximately $1.5 million
of such  expenditures  was  funded  by  construction  loan  commitments  and the
remainder being funded by working capital and the Company's line of credit.


The Company  also has  continued  expansion  of its hotel  management  business.
During the first quarter of 1999, the Company entered into four additional hotel
management contracts with third party owners. During the second quarter of 1999,
the Company  announced an agreement to purchase 12 contracts for the  management
of  hotels  owned  by  affiliates  of  Quality  Lodging,  a  significant  master
franchisee  developer.  The  Company  began  management  of nine of these  hotel
properties in the third quarter.

Management  presently  intends to use the  remaining  proceeds  from the Orlando
hotel sale to fund working capital needs and to continue to invest in the growth
of the  Country  Hearth  Inn  lodging  system  and the  expansion  of its  hotel
management business.


First Half 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.

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 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.


RESULTS OF OPERATIONS

Periods ended June 30, 1999 and 1998

The pretax impact of the Orlando hotel sale is reflected in other income for the
three  and six  month  periods  ended  June 30,  1999.  In  connection  with the
transaction, other income in such periods includes franchise termination fees of
approximately   $640,000  and  management   termination  fees  of  approximately
$605,000.  Other income also includes  approximately $3 million which represents
the  Company's  share  of the  pretax  gain on sale net of  termination  fees to
others,  cost accruals,  and minority interest's share of the gain. Other income
in the 1999 three and six month  periods also  includes  the $300,000  valuation
charge relating to the Texas hotel  properties.  Other income for the six months
ended June 30, 1999 and 1998 also includes gains of  approximately  $300,000 and
$250,000,  respectively,  relating to the sale of  leasehold  interests in hotel
properties.

Earnings before interest,  taxes,  depreciation and amortization  ("EBITDA") for
the six  months  ended  June 30,  1999  and  1998  amounted  to  $5,478,474  and
$1,865,597,  respectively.  EBITDA for the three  months ended June 30, 1999 and
1998 amounted to $4,753,931 and $1,403,103,  respectively.  Excluding the impact
of the property  transactions  described in the preceding paragraph,  EBITDA for
the 1999  three and six month  periods  amounted  to  $812,862  and  $1,230,345,
respectively,  versus  $1,136,021  and  $1,598,515,  respectively  for the  same
periods  in 1998.  Much of the 1999  decline  is  attributable  to  revenue  and
operating profit declines in the Company's older leasehold  properties which are
held for sale.  Also, the Company's  Orlando hotel  experienced a second quarter
operating profit decline of approximately  $125,000 attributable to a decline in
convention  center  business.  Second  quarter  1999 EBITDA was also  negatively
impacted by new property  openings  which take time to ramp up to normal  profit
levels. All other Company owned or leased properties generally  experienced 1999
revenue and operating  profit levels  comparable to or slightly higher than 1998
levels.  Rent expense  relating to the hotel leases  acquired  from Host in June
1998 amounted to $913,760 for the six months ended June 30, 1999 versus $167,991
in the same  period of 1998.  Such  amounts  are  included  in hotel  operations
expense in the accompanying condensed financial statements.

The  properties  presently  owned or  leased 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  generally not be profitable
during the fourth  quarter.  On an annual basis,  all properties are expected to
satisfy their debt,  rent,  and other cash  obligations in addition to providing
the Company with management and/or franchise fees.

Franchising profits increased over $600,000 due to the Orlando termination fees.
Franchising profits for the remainder of 1999 and beyond are expected to further
increase as a result of additional  franchise  property openings and a reduction
in payroll relating to the resignation of an executive officer.

Interest  income  increased  during the three and six month 1999  periods due to
increases in the notes  receivable  portfolio  resulting  from the 1998 and 1999
leasehold interest sales.

Other  operating  and  administrative  expenses  in the first  half of 1999 were
comparable to 1998 and in line with management expectations.

Changes in depreciation  and interest expense are directly related to changes in
property and equipment and related  mortgages  resulting from new  construction,
other acquisitions,  and disposals. Such amounts are expected to decrease in the
second half of 1999 as a result of the Orlando hotel sale.

The Company files income tax returns and recognizes income tax expense (benefit)
on an annual  calendar  basis.  The provisions for income tax expense  (benefit)
recognized  in  the  quarterly   condensed   financial   statements   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 prior to 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 90% 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 July 31, 1999 the Company had incurred  approximately  $15,000  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.


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).




                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

During the first half 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 June 30,  1999,  a total of  $125,000 of Series A preferred
dividends were in arrears.


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

The Company held its Annual Meeting of Stockholders on May 27, 1999. The purpose
of the meeting was to consider and vote upon the following matters:

1.   To  elect  seven  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 approve the Company=s  1999 Employee Stock Option
     Plan.

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

The Company's seven incumbent  directors (Douglas C. Collins,  Ronald L. Devine,
David C. Glickman, Robert B. Lee, David B. Mumford, William K. Stern, and Steven
A. Van Dyke) were nominated for re-election. Each of the nominees was elected as
follows:

                                          Votes For        Votes Withheld

         Douglas C. Collins              1,427,604                  1,203

         Ronald L. Devine                1,427,593                  1,214

         David C. Glickman               1,427,593                  1,214

         Robert B. Lee                   1,427,604                  1,203

         David B. Mumford                1,427,604                  1,203

         William K. Stern                1,427,593                  1,214

         Steven A. Van Dyke              1,427,593                  1,214



<PAGE>


The  proposal to approve  the  Company=s  1999  Employee  Stock  Option Plan was
approved as follows:


                                                                    Votes

         For                                                    1,341,407

         Against                                                   86,455

         Abstentions                                                  945


No other matters came before the meeting.



<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.)

          10.9 Buckhead  America  Corporation  1999 Employee  Stock Option Plan.
               (Incorporated  by  reference  to  Annex  A1" to the  Registrant=s
               Definitive Proxy Statement filed with the Securities and Exchange
               Commission on April 30, 1999.)

          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.



<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, 1999                /s/Douglas C. Collins
                                        Douglas C. Collins
                                        President and Chief Executive Officer




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