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

                                  Form 10-QSB/A
                                 Amendment No. 1
(Mark One)

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

                For the quarterly period ended         MARCH 31, 1997
                                               ---------------------------------
    [ ]     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: April 30, 1997

           Common stock, par value $.01 - 1,771,127 shares outstanding
           -----------------------------------------------------------

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


<PAGE>

     The Registrant  hereby amends Part I Item 2 of its Quarterly Report on Form
10-QSB for the quarter ended March 31, 1997 as set forth below.

Item 2.     Management's Discussion and Analysis.

FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION.
-------------------------------------------------------

1996
----

The most significant  event affecting the Company's  financial  condition during
the first quarter of 1996 was the acquisition of an 82-room hotel in Atlanta for
approximately $3 million.  The acquisition was funded by $600,000 cash, issuance
of a $230,000  interest free short-term note, and a seller provided $2.1 million
(9.5%) first mortgage.

During 1996 and 1997,  the Company spent  approximately  $800,000 in renovations
and  refurbishments  in converting  the Atlanta  hotel to a Country  Hearth Inn.
Approximately half of these costs were financed through lease agreements.

Other first  quarter 1996 events  included the  collection  of $1.1 million on a
first mortgage note receivable  which had been pledged to Trilon  International.
These funds reduced the Company's net obligation to Trilon to approximately $1.5
million.  The Trilon  obligation  was fully  satisfied in the fourth  quarter of
1996.

The Company also collected in full on a $730,000  short-term note related to the
development, conversion, and sale of a hotel property in Lake Park, Georgia. The
Company  recognized a $130,000  first  quarter  profit as a result of converting
this property to a Country Hearth Inn.

The Company reduced its Orlando IRB obligation $400,000 using funds generated by
operations of the Orlando  Country Hearth Inn. Such obligation was refinanced in
November 1996.


1997
----

The Company completed the renovations of the Atlanta, Georgia Country Hearth Inn
in January 1997.  The Atlanta hotel was acquired in March 1996 (see above).  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 quarter of 1997  aggregated
approximately $500,000 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 IRB's which were called in February  1997.  The majority of these
funds were reinvested in short-term government securities.

In March 1997,  the Company  announced  that it had  entered  into two  separate
agreements for the  acquisition of hotels,  hotel  management  contracts,  and a
hotel  management  business.  One  agreement  provides for the purchase of eight
Hatfield Inns located in Kentucky and Missouri (the "Hatfield  Agreement").  The
Hatfield Agreement, if consummated, would require the assumption of

                                        1

<PAGE>


approximately  $7  million  in  debt  and  the  issuance  of $3  million  of 10%
cumulative  preferred  convertible stock of the Company.  The Company intends to
convert the properties to Country Hearth Inns; conversion costs are not expected
to be significant. The operations of the hotels are expected to service the debt
and the  preferred  stock  requirements.  The  Hatfield  Agreement is subject to
significant due diligence and other  contingencies.  The  authorization to issue
preferred shares of the Company is subject to shareholder  approval.  Management
of the Company  provides no assurances that the transaction will be completed or
that, if completed, the final terms will be the same as described above.

     The second  agreement was for the  acquisition  of  Lodgekeeper  Group Inc.
("Lodgekeeper"), a closely held concern that manages 24 hotels in Ohio, Indiana,
and  Michigan.  Lodgekeeper  operates 18 hotels under  long-term  leases,  holds
management  contracts on five  Country  Hearth  Inns,  and owns one  independent
hotel, among other assets. The transaction was completed in May 1997 (see note 2
to the accompanying condensed consolidated financial statements). As provided in
the stock  purchase  agreement,  the seller  carved out certain  assets from the
sale,  and the  purchase  price was reduced to $6.5 million  after  adjustments,
consisting primarily of cash of $825,000.00,  approximately 106,000 unregistered
shares of the Company's  Common Stock and the assumption of  approximately  $4.8
million of debt reflected in note 2 to the accompanying  condensed  consolidated
financial statements.

In February 1997, the Company  completed the sale of its investment in Days Inns
Mortgage Trust ("DIMT").  The Company collected $100,000 from the sale; the gain
for financial  reporting  purposes had been  recognized in 1996. The Company had
significant  tax purpose net operating loss  carryforwards  associated  with its
investment in DIMT.  The Company had not  recognized the benefits from these tax
purpose carryforwards since they were offset by tax purpose gains which would be
realized  upon the  dissolution  of DIMT  (i.e.  these were  timing  differences
between financial and tax reporting). The Company continues to have unrecognized
net deferred tax assets of  approximately  $4 million  which will be realized if
and to the extent the Company sustains continued profitable operations.

The Company's  financial  condition and results of operations in future  periods
will be significantly  impacted by the Lodgekeeper  acquisition and the Hatfield
acquisition,  if completed.  The Company  expects to report  historical  and pro
forma  financial  information  relating to its  acquisitions,  as  required,  in
subsequent filings with the Commission.

     The  purchase  entries  for  the  Lodgekeeper  transaction  have  not  been
completed. The purchase entries for the Hatfield transaction will, of course, be
conditioned upon the final terms of that transaction, if completed.  However, as
a  result  of each  transaction  individually  and in the  aggregate,  it can be
reasonably expected that virtually all categories of assets and liabilities will
increase. Specific allocations have not been determined, however, as a result of
the  Lodgekeeper   transaction,   total  assets  are  expected  to  increase  by
approximately  $6 million  and  long-term  debt by $4.8  million.  The  Hatfield
transaction,  if  completed  will  result  in an  increase  in total  assets  of
approximately $10 million, most of which is expected to be allocated to property
and  equipment.  Long-term  debt will increase by  approximately  $7 million and
shareholders equity by $3 million. Increases in current liabilities are expected
to be offset by  increases in current  assets,  and neither  transaction,  taken
together or in the aggregate,  is expected to have a material negative impact on
the Company's liquidity.

                                       2

<PAGE>

RESULTS OF OPERATIONS
---------------------

First Quarter of 1997 vs. First Quarter of 1996
-----------------------------------------------

Hotel revenues and operating  profits before  interest and  depreciation  in the
first  quarter of 1997 were reduced as a result of the fourth  quarter 1996 sale
of the Company's Miami hotel. The Miami hotel contributed approximately $160,000
of net  income to the  Company's  1996  first  quarter,  but lost  approximately
$80,000 during the remainder of 1996.

Excluding the impact of the Miami hotel,  hotel  revenues and operating  profits
before interest and depreciation increased during the first quarter of 1997. The
revenue  increase was primarily  attributable to the acquisitions of the Atlanta
and Dalton hotels. Operating profits from the Orlando and Daytona Florida hotels
were comparable to 1996, and were comparatively  negligible from the Atlanta and
Dalton  hotels  which just  completed  renovations.  Operating  profits from the
Company's  Texas  hotels  tripled in the first  quarter of 1997 vs. 1996 as they
completed their first full year as Country Hearth Inns.

Note receivable interest income continued to decline as a result of decreases in
the note receivable portfolio. As previously stated, management intends to shift
financial resources to other assets,  such as the hotel acquisitions  previously
discussed. The first quarter of 1997 included investment income of approximately
$450,000 as a result of the IRB's which were called. As previously stated, these
funds have been reinvested.

Other income in 1996  included the $130,000  gain from the sale of the Lake Park
hotel and approximately  $110,000 of income from changes in estimates of allowed
amounts of "Old  Buckhead"  claims.  Further  gains from these  sources  are not
expected.  Other income in 1997 included the $800,000 note sale gain  previously
discussed.  Other income also  included  Country  Hearth Inn  franchise  fees of
approximately  $108,000  and  $92,000  in the first  quarters  of 1997 and 1996,
respectively.

Depreciation  and  interest  expense  in 1997  were  reduced  as a result of the
previously  discussed Miami hotel sale. Interest expense on each individual debt
obligation generally decreased as the principal balances were reduced.  Interest
expense associated with the Orlando hotel increased as a result of the increased
principal balance  resulting from its November 1996  refinancing.  Proceeds from
the  refinancing  were used to pay off the Trilon  obligation.  Trilon  interest
expense in the first  quarter of 1996 amounted to $68,000.  Interest  expense in
future  periods  will  increase  as a result of the  openings of the Atlanta and
Dalton hotels.  Most of the Company's debt  obligations are fixed rate, thus the
Company is not susceptible to a large amount of rate risk.

Other operating and administrative  expenses increased approximately $175,000 in
the first quarter 1997 vs. 1996. These increases result primarily from personnel
additions  associated  with  Country  Hearth  Inn  franchising   activities  and
increased  sales and  marketing  efforts.  The Company has  continued  to invest
portions of its other income into the expansion of the Country  Hearth Inn hotel
chain.  Management  expects to recover such investments from future  franchising
income.




                                        3


<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:    May 29, 1997                /s/ Douglas C. Collins
         --------------              -------------------------------------------
                                     Douglas C. Collins
                                     President and Chief Executive Officer




Date:    May 29, 1997                /s/ Robert B. Lee
         --------------              -------------------------------------------
                                     Robert B. Lee
                                     Senior Vice President and
                                     Chief Financial and Accounting Officer