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

                                    Form 10-Q

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

(MarkOne)

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

          For the quarterly period ended JUNE 30, 2000

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

          For the transition period from __________ to ____________.

          Commission file number 0-22132


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


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

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

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

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of  common  stock,   as  of  the  latest   practicable   date:   July  31,  2000

           Common stock, par value $.01 - 2,022,530 shares outstanding
           -----------------------------------------------------------

<PAGE>
                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements


                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                   Condensed Consolidated Financial Statements

                             June 30, 2000 and 1999

                                   (Unaudited)


<PAGE>


<TABLE>
<CAPTION>
                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                       June 30, 2000 and December 31, 1999
                                   (Unaudited)
 <S>                                                                             <C>                      <C>
                                                                                     June 30,             December 31,
                                            Assets                                    2000                  1999
                                            ------                                    ----                  ----
  Current assets:
     Cash and cash equivalents, including restricted cash of
      $448,070 at June 30, 2000 and $486,160 at December 31, 1999                $    1,873,858             2,390,856
     Investment securities, including restricted securities of
      $193,147 at June 30, 2000 and $215,849 at December 31, 1999                       300,634             1,312,256
     Accounts receivable, net                                                    $    2,815,130             1,857,002
     Current portions of notes receivable, net                                          524,381               517,870
     Property held for sale, net                                                     10,152,497             8,114,083
     Other current assets                                                               446,178               666,439
                                                                                  -------------           -----------
                    Total current assets                                             16,112,678            14,858,506

  Noncurrent portions of notes receivable, net                                        3,303,613             3,482,633
  Property and equipment, at cost, net                                               30,706,539            31,979,242
  Deferred tax assets, net                                                       $    2,966,000             2,788,000
  Other assets                                                                        5,425,247             5,606,320
                                                                                  -------------           -----------
                                                                                 $   58,514,077            58,714,701
                                                                                  =============           ===========

                    Liabilities and Shareholders' Equity

  Current liabilities:
     Accounts payable and accrued expenses                                       $    3,431,212        $    2,634,184
     Current portions of notes payable                                               10,217,192             8,681,568
                                                                                   ------------          ------------
                    Total current liabilities                                        13,648,404            11,315,752

  Noncurrent portions of notes payable                                               22,026,776            24,097,774
  Other liabilities                                                                     348,102               396,266
                                                                                   ------------          ------------
                    Total liabilities                                                36,023,282            35,809,792
                                                                                   ------------          ------------

  Minority interest in partnerships                                                     472,546               450,290

  Shareholders' equity:
     Series A preferred stock; par value $100; 200,000 shares
        authorized; 30,000 shares issued and outstanding                              3,000,000             3,000,000
     Common stock; $.01 par value; 5,000,000 shares authorized;
        2,108,167 and 2,094,655 shares issued and 2,022,530 and 2,029,313
        shares outstanding at June 30, 2000 and December 31, 1999, respectively          21,082                20,947
     Additional paid-in capital                                                       7,922,346             7,854,921
     Retained earnings                                                               11,897,102            12,234,054
     Accumulated other comprehensive loss   (194,682)                                  (148,023)
     Treasury stock, 85,637 and 65,342 common shares
        at June 30, 2000 and December 31, 1999, respectively                           (627,599)             (507,280)
                                                                                   ------------          ------------
                    Total shareholders' equity                                       22,018,249            22,454,619
                                                                                   ------------          ------------
                                                                                 $   58,514,077            58,714,701
                                                                                    ===========           ===========
</TABLE>

  See accompanying notes to condensed consolidated financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

               Condensed Consolidated Statements of Income (Loss)
                     Six Months ended June 30, 2000 and 1999
                                   (Unaudited)

<S>                                                                 <C>                   <C>
                                                                            2000                  1999
                                                                     --------------         -------------
  Revenues:
      Hotel revenues                                                $   12,305,170         $  12,545,092
      Franchise fees, management fees, and other income                    976,985             1,777,689
      Gains on property and leasehold interest sales, net                   13,173             2,939,484
      Interest income                                                      241,384               243,983
                                                                     --------------        -------------
           Total revenues                                               13,536,712            17,506,248
                                                                     -------------         -------------

  Expenses:
      Hotel operations                                                   8,593,990             8,899,499
      Other operating and administrative                                 1,744,342             1,627,305
      Leasehold rent                                                     1,333,197             1,500,970
      Depreciation and amortization                                        815,922               872,258
      Interest                                                           1,418,588             1,632,111
                                                                      ------------         -------------
           Total expenses                                               13,906,039            14,532,143
                                                                      ------------         -------------

                   Income (loss) before income taxes                      (369,327)            2,974,105

  Deferred income tax expense (benefit)                                   (148,000)            1,200,000
                                                                      -------------        -------------

                   Net income (loss)                                  $   (221,327)            1,774,105
                                                                      =============        =============


  Net income (loss) per common share:
      Basic                                                           $      (0.18)                 0.83
                                                                      =============        =============
      Diluted                                                         $      (0.18)                 0.61
                                                                      =============        =============

  Weighted  average  number of shares used to  calculate
     net income  (loss) per common share:
      Basic                                                               2,020,641             1,955,027
                                                                      =============         =============
      Diluted                                                             2,020,641             3,132,049
                                                                      =============         =============



  See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>

                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

               Condensed Consolidated Statements of Income (Loss)
                    Three Months ended June 30, 2000 and 1999
                                   (Unaudited)

<S>                                                               <C>                    <C>
                                                                        2000                  1999
                                                                  --------------         -------------
  Revenues:
      Hotel revenues                                              $    6,354,575             6,545,239
      Franchise fees, management fees, and other income                  493,519             1,571,817
      Gains on property and leasehold interest sales, net                 13,173             2,631,930
      Interest income                                                    124,977               131,587
                                                                   --------------         ------------
           Total revenues                                              6,986,244            10,880,573
                                                                   -------------          ------------

  Expenses:
      Hotel operations                                                 4,313,015             4,482,351
      Other operating and administrative                                 881,649               879,966
      Leasehold rent                                                     681,075               764,325
      Depreciation and amortization                                      394,477               401,899
      Interest                                                           703,140               832,309
                                                                   -------------          ------------
           Total expenses                                              6,973,356             7,360,850
                                                                   -------------          ------------

                   Income before income taxes                             12,888             3,519,723

  Deferred income tax expense                                              2,000             1,400,000
                                                                   -------------          ------------

                   Net income                                     $       10,888             2,119,723
                                                                   =============          ============

  Net income(loss) per common share:
      Basic                                                      $        (0.03)                  1.04
                                                                  ==============          ============

      Diluted                                                    $        (0.03)                  0.70
                                                                  ==============          ============


  Weighted  average  number of shares used to  calculate  net
     common share:
      Basic                                                           2,015,106              1,965,451
                                                                  ==============          ============

      Diluted                                                         2,015,106              3,111,169
                                                                  ==============          ============

</TABLE>

 See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                     Six Months Ended June 30, 2000 and 1999
                                   (Unaudited)
<S>                                                                  <C>                     <C>

                                                                              2000                  1999
                                                                        ------------         ------------
  Cash flows from operating activities:
      Net income (loss)                                               $    (221,327)            1,774,105
  Adjustments to reconcile net income (loss)
        to net cash provided by (used in) operating activities:
         Depreciation and amortization                                      815,922               872,258
         Sales of trading securities, net                                 1,034,142               -
         Gains on property and leasehold interest sales                     (13,173)           (5,259,166)
         Minority interest in partnership income                            129,024             2,413,720
         Deferred income tax expense (benefit)                             (148,000)            1,200,000
         Increase in accounts receivable, net                              (958,128)           (1,554,930)
         Increase in accounts payable and accrued expenses, net             797,028                94,513
         Other, net                                                          119,577              (18,306)
                                                                        ------------         ------------
              Net cash provided by (used in) operating activities          1,555,065             (477,806)
                                                                        ------------         ------------

  Cash flows from investing activities:
      Principal receipts on notes receivable                                456,815               130,551
      Originations of notes receivable                                     (510,000)             (165,000)
      Capital expenditures                                               (1,794,638)           (2,155,380)
      Proceeds from property and leasehold interest sales, net              581,391               262,205
      Other, net                                                           (298,306)               50,047
                                                                       -------------         ------------
              Net cash provided by (used in) investing activities        (1,564,738)           (1,877,577)
                                                                       ------------          ------------

  Cash flows from financing activities:
      Repayments of notes payable                                          (715,890)             (598,438)
      Proceeds from notes payable                                           483,717             2,475,434
      Distributions to minority interest partners                          (106,768)              (41,181)
      Preferred stock dividends paid                                       (115,625)              (25,000)
      Other, net                                                            (52,759)              101,080
                                                                        ------------         ------------
              Net cash provided by (used in) financing activities          (507,325)            1,911,895
                                                                        ------------         ------------

  Net increase (decrease) in cash and cash equivalents                     (516,998)             (443,488)

  Cash and cash equivalents at beginning of period                        2,390,856             1,604,194
                                                                        -----------           -----------

  Cash and cash equivalents at end of period                          $   1,873,858             1,160,706
                                                                        ===========           ===========

</TABLE>

  See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                             June 30, 2000 and 1999
                                   (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, 1999.

(2)  Comprehensive Income (Loss)

     Total  comprehensive  income  (loss) for the six months ended June 30, 2000
     and 1999 was $(267,986)  and  $1,781,881,  respectively,  and for the three
     months  ended  June  30,  2000  and  1999  was  $(20,218)  and  $2,088,617,
     respectively.

(3)  Segment Information

     Condensed  operating  results  for each  Company  segment  for the six
     months ended June 30, 2000 and 1999 are presented below:

<TABLE>
<CAPTION>
<S>                        <C>             <C>           <C>             <C>             <C>               <C>

                                                                                      Six months ended June 30, 2000
                           --------------------------------------------------------------------------------------------
                               Hotel          Hotel         Hotel        Development
                             Ownership     Management    Franchising     & Corporate     Eliminations      Consolidated

Revenues                   $ 12,305,170       947,772        904,207         269,307        (889,744)        13,536,712
Expenses                      8,844,655     1,048,817        504,759         829,845        (889,744)        10,338,332
                              ------------------------------------------------------                         ----------

   EBITDAR*                   3,460,515      (101,045)       399,448        (560,538)                         3,198,380

Rent                          1,333,197        -              -               -                               1,333,197
Depreciation                    677,678        63,244         63,000          12,000                            815,922
Interest                      1,102,970        -              -              315,618                          1,418,588
                           ------------     ----------    ----------      ----------                         ----------

Income (loss) before
   income taxes            $    346,670      (164,289)       336,448        (888,156)                          (369,327)
                            ===========     ==========    ==========      ===========                        ===========
</TABLE>

<TABLE>
<CAPTION>
<S>                        <C>             <C>           <C>             <C>             <C>               <C>


                                                                                     Six months ended June 30, 1999
                           --------------------------------------------------------------------------------------------
                                 Hotel         Hotel          Hotel       Development
                               Ownership   Management    Franchising     & Corporate     Eliminations      Consolidated

Revenues                   $ 12,545,092    1,306,562      1,254,435       3,203,014        (802,855)        17,506,248
Expenses                      9,099,224      844,772        618,290         767,373        (802,855)        10,526,804
                            -------------------------------------------------------                        -----------

   EBITDAR*                   3,445,868      461,790        636,145       2,435,641                          6,979,444

Rent                          1,500,970        -              -              -                               1,500,970
Depreciation                    792,068       14,190         60,000           6,000                            872,258
Interest                      1,268,180        -              -             363,931                          1,632,111
                           ------------     ---------      ---------      ---------                        -----------

Income (loss) before
   income taxes            $   (115,350)      447,600        576,145      2,065,710                          2,974,105
                           =============   ==========     ==========      =========                        ===========
</TABLE>


                                       6
<PAGE>

                          BUCKHEAD AMERICA CORPORATION
                                AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements
                             June 30, 2000 and 1999
                                   (Unaudited)


         Condensed  operating  results  for each  Company  segment for the three
months ended June 30, 2000 and 1999 are presented below:
<TABLE>
<CAPTION>

                                                                                      Three months ended June 30, 2000
                            --------------------------------------------------------------------------------------------
                              Hotel           Hotel          Hotel        Development
                            Ownership       Management    Franchising     & Corporate     Eliminations      Consolidated
<S>                         <C>             <C>           <C>             <C>             <C>               <C>

Revenues                    $ 6,354,575        508,203        461,669         138,914        (477,117)         6,986,244
Expenses                      4,450,146        534,155        247,953         439,527        (477,117)         5,194,664
                            ---------------------------------------------------------                       ------------

   EBITDAR*                   1,904,429        (25,952)       213,716        (300,613)                         1,791,580

Rent                            681,075         -              -               -                                 681,075
Depreciation                    325,176         31,801         31,500           6,000                            394,477
Interest                        543,445         -              -              159,695                            703,140
                            -----------     ----------    -----------     -----------                       ------------

Income (loss) before
   income taxes             $   354,733        (57,753)       182,216        (466,308)                            12,888
                            ===========     ===========   ===========     ============                      ============
</TABLE>
<TABLE>
<CAPTION>


                                                                                      Three months ended June 30, 1999
                            --------------------------------------------------------------------------------------------
                              Hotel           Hotel          Hotel        Development
                            Ownership       Management    Franchising     & Corporate     Eliminations      Consolidated
<S>                         <C>             <C>           <C>             <C>             <C>               <C>

Revenues                    $ 6,545,239        992,999        998,453       2,779,414        (435,532)        10,880,573
Expenses                      4,591,330        412,604        316,754         477,161        (435,532)         5,362,317
                            ---------------------------------------------------------                       ------------

   EBITDAR*                   1,953,909        580,395        681,699       2,302,253                          5,518,256

Rent                            764,325         -              -              -                                  764,325
Depreciation                    361,731          7,168         30,000           3,000                            401,899
Interest                        631,022         -              -              201,287                            832,309
                            ----------      ----------    -----------     -----------                       ------------

Income (loss) before
   income taxes              $   196,831       573,227        651,699       2,097,966                          3,519,723
                            ============    ==========    ===========     ===========                       ============

</TABLE>

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

Development  and corporate  revenues and income before taxes in the 1999 periods
presented include the Company's approximate $3 million share of the gain on sale
of its Orlando hotel net of gains, losses, and impairment provisions relating to
other hotel  properties sold or held for sale.  Hotel management and franchising
revenues and income before taxes in the 1999 periods include termination fees of
approximately $605,000 and $640,000,  respectively,  relating to the sale of the
Orlando hotel.


                                       7
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

Material Changes in Financial Condition.

The  Company  generated  positive  cash flow from  operations  of  approximately
$1,555,000  during  the  first  half of 2000.  This  included  sales of  trading
securities  of  approximately  $1,034,000,   thus  actual  cash  generated  from
operating  segments  amounted  to  approximately  $521,000,  most of such  being
generated in the second quarter. Additionally,  accounts receivable increased by
over $958,000 which had a negative  impact on cash  generated  from  operations.
This increase is largely  attributable  to the seasonal nature of hotels managed
and  franchised  by the  Company and the  receivable  balances  are  expected to
decline in the third quarter.

The Company  repaid  approximately  $716,000 of debt  obligations  and  invested
approximately   $1,795,000  in  capital   expenditures   for   improvements  and
replacements on existing  properties and on new  construction.  A portion of the
funding  for  these  items  was  from  additional  borrowings  of  approximately
$484,000,  proceeds from property sales of  approximately  $581,000 (see below),
and from  operations.  Additionally,  the Company  purchased a 40-room  hotel in
Barnesville,  Georgia which had previously been operated by the Company under an
operating lease. The $1,350,000  purchase price was substantially  funded by the
assumption of a mortgage note of approximately  $968,000 and the offset of notes
receivable previously due from the seller of approximately $226,000.

The combined effect of these and other activities resulted in a decrease in cash
of  approximately  $517,000 from December 31, 1999 (a decrease of  approximately
$996,000  during the first  quarter and an increase  of  approximately  $479,000
during the second  quarter).  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 believes that adequate  additional  cash reserves will be generated
from third quarter  operations.  Management  further believes that the Company's
present  liquidity  and  existing  funding  commitments  are adequate to sustain
current operations and currently projected capital expenditures. The Company has
construction loan commitments which are considered  adequate to complete current
new  construction  projects and also has an unused line of credit  commitment of
$1,090,000.

The Company presently has two Country Hearth Inns under construction. Franchisee
developers have an additional 24 properties under development, most of which are
expected to open in 2000.  Five new Country  Hearth Inns have opened in 2000 and
the Company terminated one license agreement resulting in 52 Country Hearth Inns
open as of July 31,  2000.  The  Company  is under  contract  to  purchase  four
additional hotel properties,  two of which are presently operated by the Company
under operating leases. The aggregate purchase price for the four hotels amounts
to  approximately  $6.5 million and would be funded primarily by mortgage loans.
No assurance can be given that any of these contracts will close.

The Company  sold a 40-room  hotel  property in Wharton,  Texas in January  2000
resulting  in net cash  proceeds of  approximately  $267,000.  Also,  a mortgage
obligation  was reduced by $600,000 in  connection  with the sale.  The property
continues to operate as a Country Hearth Inn. In April, the Company sold an Ohio
hotel and an unimproved land parcel for aggregate net proceeds of  approximately
$314,000.  A $671,000  mortgage note was paid off in  connection  with the hotel
sale.  The three hotel  properties  (one in Texas and two in Georgia) which were
held for sale at March 31, 2000 remain held for sale. Additionally,  the Company
has classified  its Daytona,  Florida hotel as held for sale.  Accordingly,  the
Daytona hotel property and equipment (approximately $2,881,000) and related note
payable  (approximately  $2,247,000)  are classified as current in the Company's
June 30, 2000 balance sheet.


                                       8
<PAGE>

Material Changes in Results of Operations.

Comparison  of the three and six month  periods  ended June 30, 2000 and 1999 is
distorted by the impact of the June 1999 sale of the Company's Orlando,  Florida
hotel.  Development and corporate  revenues,  earnings before  interest,  taxes,
depreciation,  amortization and rent ("EBITDAR"), and income before taxes in the
1999 periods included the Company's  approximate $3 million share of the gain on
sale.  Hotel  management and franchising  revenues,  EBITDAR,  and income before
taxes in the 1999 periods included  termination  fees of approximately  $605,000
and $640,000, respectively, relating to the sale of the Orlando hotel.

Excluding the impact of the Orlando hotel sale, six month 2000 EBITDAR increased
approximately  $464,000 and income  (loss) before taxes  improved  approximately
$902,000 versus the same period in 1999. Similarly,  second quarter 2000 EBITDAR
increased  approximately  $519,000  and  income  (loss)  before  taxes  improved
approximately  $739,000. Such improvements resulted from increased profitability
in the Company's hotel ownership and hotel franchising  operating segments.  Net
results in 2000 for the  Company's  hotel  management  segment were  essentially
comparable to 1999.

Owned and leased hotel income  (loss)  before  taxes  improved by  approximately
$158,000 and $462,000  for the three and six month 2000  periods,  respectively,
versus the 1999 periods.  Generally,  hotel revenues,  expenses, and EBITDAR for
all periods were comparable in total.  The Company has  experienced  revenue and
profit declines at its Norcross and Dalton,  Georgia  properties,  both of which
are held for sale.  These  declines  have been offset by increased  revenues and
profits at other properties and by new hotel openings. Improved owned and leased
income (loss) before tax was  primarily  attributable  to a reduction in rent on
certain Host Funding leases,  reduction in depreciation  resulting from sold and
held for sale  hotels,  and from reduced  interest  expense  resulting  from the
Orlando hotel sale.

Excluding  the  impact of the  Orlando  hotel  sale,  hotel  management  EBITDAR
improved  approximately  $43,000 for the six month 2000  period  versus the same
period  in 1999.  This  improvement  was  mitigated  by an  approximate  $49,000
increase  in  amortization  expense  relating  to  deferred  costs  of  acquired
management  contracts.  The improvement in EBITDAR  resulted  primarily from the
additional third party hotel management  contracts  entered into during 1999 and
2000.  Hotel  management  revenues are based on managed hotel gross revenues and
are therefore subject to the same seasonality fluctuations as experienced in the
owned and leased hotels.

Excluding the impact of the Orlando hotel sale,  franchising  EBITDAR and income
(loss) before taxes increased by  approximately  $400,000 for the six month 2000
period and by  approximately  $172,000 for the second quarter 2000 period versus
the same periods in 1999. Such improvements  resulted from additional  franchise
property  openings  and from an  approximate  $69,000 and  $114,000  decrease in
franchising  payroll  and other  expenses  for the three and six month  periods,
respectively.

Changes in corporate expenses,  interest income, and other recurring non-segment
related items were not significant. The primary difference between 2000 and 1999
development and corporate  EBITDAR and income (loss) before taxes relates to the
Orlando hotel sale previously discussed.  Corporate interest expense in 2000 has
decreased from 1999 and is expected to continue to decrease as the  non-mortgage
note balances are reduced.

The Company files income tax returns and recognizes income tax expense (benefit)
on  an  annual  calendar  basis.  The  deferred  income  tax  expense  (benefit)
recognized  in the  first  and  second  quarters  of  2000  and  1999  represent
management's  estimates of the impact on the annual income tax expense (benefit)
which results from such quarter's operations.




                                       9
<PAGE>

Risk Factors.

This Form 10-Q  contains  forward  looking  statements  that  involve  risks and
uncertainties.  Statements  contained in this Form 10-Q that are not  historical
facts are forward looking statements that are subject to the safe harbor created
by the Private  Securities  Litigation  Reform Act of 1995. The Company's actual
results may differ  significantly  from the results  indicated  by such  forward
looking statements.

The  Company is subject to a number of risks,  including  the  general  risks of
investing in real estate, the illiquidity of real estate,  environmental  risks,
possible  uninsured or under insured  losses,  fluctuations  in property  taxes,
hotel operating  risks,  the impact of  competition,  the difficulty of managing
growth, seasonality,  the risks inherent in operating a hotel franchise business
and hotel  management  business,  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).


Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of June 30, 2000, the Company's  obligations  included four variable mortgage
notes with aggregate  principal  balances of $2,907,791  which mature at various
dates  through  2015.  The Company is exposed to the market risk of  significant
increases in future interest rates. Each incremental point in the prime interest
rate would increase the Company's interest expense by approximately  $29,000 per
year. This risk is somewhat mitigated in that inflationary increases in interest
rates would theoretically result in increases in average hotel room rates. Also,
significant  increases  in  interest  rates  would  have a  dampening  effect on
additions of competitive hotels in the Company's markets.

At June 30, 2000,  the Company's  unrestricted  investment  securities  included
equity  securities  valued at $107,487.  The Company is exposed to the risk that
such  securities  will become  worthless.  The Company's  restricted  investment
securities also include equity securities.  Such restricted  securities comprise
the assets of the Company's deferred  compensation plan and changes in the value
of such securities have no net impact on the Company's earnings.

The ultimate  collection of the Company's notes receivable is subject to various
credit risks. Such risks and the Company's  approach to valuing such instruments
is discussed in the Company's December 31, 1999 Form 10-KSB.



                                       10
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Changes in Securities and Use of Proceeds

During 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 August 10, 2000, a total of $143,750 of Series A preferred  dividends were
in arrears.  The holders of the Series A preferred stock have tentatively agreed
to forgive the  cumulative  preferred  dividends  in arrears in exchange for the
settlement of certain claims the Company has against them.

Item 3. Defaulting Upon Senior Securities.

None.

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

The Company held its Annual Meeting of Stockholders on May 25, 2000. 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  2000 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               1,475,389                   4,903

    Ronald L. Devine                 1,475,389                   4,903

    David C. Glickman                1,474,889                   5,403

    Robert B. Lee                    1,475,389                   4,903

    David B. Mumford                 1,474,889                   5,403

    William K. Stern                 1,474,889                   5,403

    Steven A. Van Dyke               1,475,389                   4,903

The  proposal to approve  the  Company's  2000  Employee  Stock  Option Plan was
approved as follows:

                                                Votes
                                              ---------
    For                                       1,434,228

    Against                                      45,358

    Abstentions                                     706


No other matters came before the meeting.

Item 5. Other Information.

None.


                                     11
<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.)

     10.1                2000 Employee Stock Option Plan

     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.


                                       12

<PAGE>


                                   SIGNATURES

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



                                 Buckhead America Corporation
                                         (Registrant)

     August 14, 2000             /s/ Douglas C. Collins
-------------------------        -----------------------------------------------
         Date                    Douglas C. Collins
                                 President and Chief Executive Officer



     August 14, 2000             /s/ Robert B. Lee
-------------------------        -----------------------------------------------
         Date                    Robert B. Lee
                                 Senior Vice President and
                                 Chief Financial and Accounting Officer