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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                   FORM 10-K/A

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

(Mark One)

[x]         Annual report pursuant to section 13 or 15(d) of the Securities
            Exchange Act of 1934 for the fiscal year ended December 31, 1998

[ ]         Transition report pursuant to section 13 or 15(d) of the Securities
            Exchange Act of 1934 for the transition period from ________ to
            ________.

                             GOLF TRUST OF AMERICA, INC.
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               (Exact name of registrant as specified in its charter)

                      Maryland                             33-0724736
            -------------------------------        ---------------------------
             (State or Other Jurisdiction                (I.R.S. Employer
                  of Incorporation)                   Identification Number)


                  14 North Adger's Wharf, Charleston, SC 29401
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               (Address of principal executive offices) (Zip Code)

                                 (843) 723-4653
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              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class               Name Of Each Exchange On Which Registered
-----------------------------        -----------------------------------------
Common Stock, $0.01 par value                 American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None.

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 / /

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. 

On March 26, 1999 there were 7,682,956 common shares outstanding of the
registrant's only class of common stock. Based on the March 26, 1999 closing
price of $21.75 per share, the aggregate market value of the voting stock held
by nonaffiliates of the registrant was $167,104,293.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the Registrant's definitive Proxy Statement, filed with the
Securities and Exchange Commission pursuant to Regulation 14A on March 29, 1999,
are incorporated by reference in Part III of this Form 10-K; and certain
exhibits to the Company's prior reports on Forms 10-Q and 8-K, Registration
Statements of Employee Stock Purchase Plan and Employee Stock Option Plans on
Forms S-8 (Nos. 333-46659 and 333-46657), and Registration Statements on Form
S-11 (Nos. 333-15965 and 333-36847) are incorporated by reference in Part IV
hereof.

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                                  EXHIBIT INDEX

                  Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit
index immediately precedes the exhibits.



                  The following exhibits are part of this Annual Report on Form
10-K/A (and are numbered in accordance with Item 601 of Regulation S-K). Items
marked with an asterisk (*) are filed herewith.

<TABLE>
<CAPTION>
No.               Description                                                                                      
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<S>               <C>
3.1               Articles of Amendment and Restatement of the Company, as filed
                  with the State Department of Assessments and Taxation of
                  Maryland on January 31, 1997, (previously filed as Exhibit
                  3.1A to the Company's Registration Statement on Form S-11
                  (Commission File No. 333-15965) Amendment No. 2 (filed January
                  30, 1997) and incorporated herein by reference).

3.2               Articles of Amendment of the Company, as filed with the State
                  Department of Assessments and Taxation of Maryland on June 9,
                  1998 (previously filed as Exhibit 3.2B to the Company's
                  Quarterly Report on Form 10-Q (Commission File No. 000-22091),
                  filed August 14, 1998 and incorporated herein by reference).

3.3               Bylaws of the Company, as amended by the Board of Directors on
                  February 16, 1998 and as currently in effect (previously filed
                  as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
                  (Commission File No. 000-22091), filed May 15, 1998 and
                  incorporated herein by reference).

10.1.1            First Amended and Restated Agreement of Limited Partnership of
                  the Operating Partnership (the "Partnership Agreement"), dated
                  February 12, 1997 (previously filed as Exhibit 10.1 to the
                  Company's Annual Report on Form 10-K (Commission File No.
                  000-22091), filed March 31, 1997, and incorporated herein by
                  reference).

10.1.2            First Amendment to the Partnership Agreement, dated as of
                  February 1, 1998 (previously filed as Exhibit 10.1.2 to the
                  Company's Annual Report on Form 10-K (Commission File No.
                  000-22091), filed March 31, 1998, and incorporated herein by
                  reference).

10.1.3            Exhibit A to the Partnership Agreement (Schedule of
                  Partnership Interests), as revised through March 26, 1999
                  (included in the Form 10-K filed March 31, 1999).


                                      3

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10.2.1            Credit Agreement, dated as of June 20, 1997, by and among Golf
                  Trust of America, L.P., as Borrower, Golf Trust of America,
                  Inc., GTA GP, Inc. and GTA LP, Inc., as Guarantors, the
                  Lenders referred to therein, and NationsBank N.A., as Agent
                  (previously filed as Exhibit 10.1 to the Company's Current
                  Report on Form 8-K (Commission File No. 000-22091), dated June
                  20, 1997 and filed August 12, 1997, and incorporated herein by
                  reference).

10.2.2*           Amended and Restated Credit Agreement, dated as of July 9,
                  1998, by and among Golf Trust of America, L.P., as Borrower,
                  Golf Trust of America, Inc., GTA GP, Inc. and GTA LP, Inc., as
                  Guarantors, the Lenders referred to therein, and NationsBank
                  N.A., as Agent.

10.3              Loan Agreement, dated as of June 20, 1997, by and between Golf
                  Host Resorts, Inc., as Borrower, and Golf Trust of America,
                  L.P., as Lender (previously filed as Exhibit 10.2 to the
                  Company's Current Report on Form 8-K (Commission File No.
                  000-22091), dated June 20, 1997 and filed August 12, 1997, and
                  incorporated herein by reference).

10.4              1997 Non-Employee Directors' Plan of the Company (previously
                  filed as Exhibit 10.7 to the Company's Registration Statement
                  on Form S-11 (Commission File No. 333-15965) Amendment No. 1
                  (filed January 15, 1997) and incorporated herein by
                  reference).

10.5              1997 Stock Incentive Plan (the "Original 1997 Plan") of the
                  Company (previously filed as Exhibit 10.6 to the Company's
                  Registration Statement on Form S-11 (Commission File No.
                  333-15965) Amendment No. 1 (filed January 15, 1997) and
                  incorporated herein by reference).

10.6              1997 Stock-Based Incentive Plan of the Company (the "New 1997
                  Plan") (previously filed as Exhibit 10.3 to the Company's
                  Quarterly Report on Form 10-Q (Commission File No. 000-22091),
                  filed August 15, 1997, and incorporated herein by reference).

10.7              Form of Nonqualified Stock Option Agreement for use under the
                  New 1997 Plan (previously filed as Exhibit 10.4 to the
                  Company's Quarterly Report on Form 10-Q (Commission File No.
                  000-22091), filed August 15, 1997, and incorporated herein by
                  reference).

10.8              Form of Employee Incentive Stock Option Agreement for use
                  under the New 1997 Plan (previously filed as Exhibit 10.5 to
                  the Company's Quarterly Report on Form 10-Q (Commission File
                  No. 000-22091), filed August 15, 1997, and incorporated herein
                  by reference).


                                      4

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10.9              General Provisions Applicable to Restricted Stock Awards
                  Granted Under the New 1997 Plan (previously filed as Exhibit
                  10.14 to the Company's Registration Statement on Form S-11
                  (Commission File No. 333-36847), dated September 30, 1997 and
                  filed as of October 1, 1997, and incorporated herein by
                  reference).

10.10             Form of Restricted Stock Award Agreement for use under the New
                  1997 Plan (previously filed as Exhibit 10.15 to the Company's
                  Registration Statement on Form S-11 (Commission File No.
                  333-36847), dated September 30, 1997 and filed as of October
                  1, 1997, and incorporated herein by reference).

10.11             1998 Stock-Based Incentive Plan of the Company (previously
                  filed as Exhibit A to the Company's definitive Proxy
                  Statement, dated April 1, 1999 and filed March 29, 1999, and
                  incorporated herein by reference).

10.12             Employee Stock Purchase Plan of the Company (previously filed
                  as Exhibit 4.1 to the Company's Registration Statement on Form
                  S-8 (Commission File No. 333-46659), filed February 20, 1998,
                  and incorporated herein by reference).

10.13             Subscription Agreement for use with the Employee Stock
                  Purchase Plan (previously filed as Exhibit 4.2 to the
                  Company's Registration Statement on Form S-8 (Commission File
                  No. 333-46659), filed February 20, 1998, and incorporated
                  herein by reference).

10.14             Employment Agreement between the Company and W. Bradley Blair,
                  II dated February 7, 1997 (previously filed as Exhibit 10.7 to
                  the Company's Annual Report on Form 10-K (Commission File No.
                  000-22091), filed March 31, 1997, and incorporated herein by
                  reference).

10.15             Amended and Restated Employment Agreement between the Company
                  and David D. Joseph (a.k.a. David J. Dick), dated July 25,
                  1997 (previously filed as Exhibit 10.17 to the Company's
                  Registration Statement on Form S-11 (Commission File No.
                  333-36847), dated September 30, 1997 and filed as of October
                  1, 1997, and incorporated herein by reference).

10.16             Amended and Restated Employment Agreement between the Company
                  and Scott D. Peters, dated July 25, 1997 (previously filed as
                  Exhibit 10.18 to the Company's Registration Statement on Form
                  S-11 (Commission File No. 333-36847), dated September 30, 1997
                  and filed as of October 1, 1997, and incorporated herein by
                  reference).

16.1              Letter of Price Waterhouse LLP, former independent accountants
                  of the Company (previously filed as Exhibit 16.1 to the
                  Company's amended Current Report on Form 8-K dated February
                  26, 1997 (filed March 17, 1997) and incorporated herein by
                  reference).

21.1              List of Subsidiaries of the Company (included in the Form 10-K
                  filed March 31, 1999).


                                      5

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23.1              Consent of BDO Seidman LLP (included in the Form 10-K filed
                  March 31, 1999).

24.1              Powers of Attorney (included under the caption "Signatures" in
                  the Form 10-K filed March 31, 1999).
</TABLE>

*  Filed herewith


                                      6

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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in Charleston, South
Carolina, on March 31, 1999.

                                  GOLF TRUST OF AMERICA, INC.

                                  By:    /s/  W. Bradley Blair, II
                                         -------------------------------------
                                         W. Bradley Blair, II
                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE                                TITLE                                  DATE
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
   
/s/  W. Bradley Blair, II                President, Chief Executive Officer     March 31, 1999
---------------------------------------- and Chairman of the Board of
W. Bradley Blair, II                     Directors

/s/  *                                   Executive Vice President and Director  March 31, 1999
----------------------------------------
David D. Joseph

/s/  Scott D. Peters                     Senior Vice President and Chief        March 31, 1999
---------------------------------------- Financial Officer
Scott D. Peters

/s/  *                                   Director                               March 31, 1999
----------------------------------------
Roy C. Chapman

/s/  *                                   Director                               March 31, 1999
----------------------------------------
Raymond V. Jones

/s/  *                                   Director                               March 31, 1999
----------------------------------------
Fred W. Reams

/s/  *                                   Director                               March 31, 1999
----------------------------------------
Edward L. Wax

* POWER OF ATTORNEY

By:  /s/ W. Bradley Blair, II
----------------------------------------
W. Bradley Blair, II
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