<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

/x/  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the quarterly period ended March 31, 1999.

/ /  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 000-22091

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

                  Maryland                              33-0724736
       (State or other jurisdiction      (I.R.S. Employer Identification Number)
     of incorporation or organization)

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

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

-------------------------------------------------------------------------------

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 report(s) and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No    .
                                      -----   ----

On May 14, 1999 there were 7,726,956 common shares outstanding of the
registrant's only class of common stock.

<PAGE>

                           GOLF TRUST OF AMERCIA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999

                                      INDEX

<TABLE>

<S>            <C>                                                                       <C>
PART I.         FINANCIAL INFORMATION

    ITEM 1.     FINANCIAL STATEMENTS                                                     PAGE
                     Consolidated Balance Sheets as of March 31, 1999 
                       and December 31, 1998.............................................. 3
                     Consolidated Statements of Income for the Three 
                       Months Ended March 31, 1999 and 1998............................... 4
                     Consolidated  Statements of Stockholders' Equity 
                       for the Year Ended December 31, 1998 and the
                       Three Months Ended March 31, 1999.................................. 5
                     Consolidated Statements of Cash Flows for the Three 
                       Months Ended March 31, 1999 and 1998............................... 6
                     Notes to Consolidated Financial Statements........................... 7

    ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 
                  OF OPERATIONS                                                            15

PART II.        OTHER INFORMATION

    ITEM 1.     LEGAL PROCEEDINGS                                                          20
    ITEM 2.     CHANGES IN SECURITIES                                                      21
    ITEM 3.     DEFAULTS UPON SENIOR SECURITIES                                            22
    ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                        22
    ITEM 5.     OTHER INFORMATION                                                          22
    ITEM 6.     EXHIBITS INDEX AND REPORT ON FORM 8-K                                      23
                SIGNATURES                                                                 24

</TABLE>

<PAGE>

                                GOLF TRUST OF AMERICA, INC.

                                CONSOLIDATED BALANCE SHEETS

                                        (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                       MARCH 31,    DECEMBER 31,
                                                                        1999           1998
                                                                    ---------------------------
                                                                     (UNAUDITED)
<S>                                                                <C>             <C>
ASSETS

Property and equipment:

  Land ..........................................................     $  55,471      $  55,462
  Golf course improvements ......................................       175,632        171,348
  Buildings .....................................................        77,907         77,629
  Furniture, fixtures, and equipment ............................        45,675         44,756
                                                                      ---------      ---------
Total property and equipment ....................................       354,685        349,195
  Less accumulated depreciation .................................        29,722         25,695
                                                                      ---------      ---------
Property and equipment, net .....................................       324,963        323,500
                                                                      ---------      ---------
Mortgage notes receivable .......................................        72,503         72,252

Cash and cash equivalents .......................................         9,579          1,891
Receivable from affiliates (Note 6) .............................         1,060          1,030
Other assets ....................................................        12,683         13,308
                                                                      ---------      ---------
Total assets ....................................................     $ 420,788      $ 411,981
                                                                      =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Debt ............................................................     $ 217,541      $ 210,634
Accounts payable and other liabilities ..........................        18,957         15,190
                                                                      ---------      ---------
Total liabilities ...............................................       236,498        225,824
                                                                      ---------      ---------
Commitments

Minority interest ...............................................        75,871         76,510
                                                                      ---------      ---------
Stockholders' equity:
   Preferred stock, $.01 par value, 10,000,000 shares authorized,
   no shares issued .............................................            --             --
   Common stock, $.01 par value, 90,000,000 shares authorized,
   7,726,956 and 7,637,488 shares issued and outstanding,
   respectively .................................................            77             76
   Additional paid-in capital ...................................       121,003        120,253
   Dividends in excess of accumulated earnings ..................        (4,645)        (3,958)
   Unamortized restricted stock compensation ....................        (2,414)        (1,533)
   Note receivable from stock sale ..............................        (3,298)        (3,298)
   Loans to officers ............................................        (2,304)        (1,893)
                                                                      ---------      ---------
Stockholders' equity ............................................       108,419        109,647
                                                                      ---------      ---------
Total liabilities and stockholders' equity ......................     $ 420,788      $ 411,981
                                                                      =========      =========

</TABLE>

            See accompanying notes to consolidated financial statements

                                       3

<PAGE>

                            GOLF TRUST OF AMERICA, INC.

                         CONSOLIDATED STATEMENTS OF INCOME

                                  (IN THOUSANDS)
                                    (UNAUDITED)

<TABLE>
<CAPTION>

                                            THREE MONTHS     THREE MONTHS
                                                ENDED            ENDED
                                            MARCH 31, 1999  MARCH 31, 1998
                                            ------------------------------
<S>                                        <C>             <C>
REVENUES:

  Rent from affiliates (Note 6) ...........     $  3,179      $  3,156
  Rent ....................................        7,851         3,638
  Mortgage interest .......................        2,293         2,126
                                                --------      --------
Total revenues ............................       13,323         8,920
                                                --------      --------
EXPENSES:
  Depreciation and amortization ...........        4,011         1,821
  General and administrative ..............        1,511         1,156
                                                --------      --------
Total expenses ............................        5,522         2,977
                                                --------      --------
Operating income ..........................        7,801         5,943
                                                --------      --------

OTHER INCOME (EXPENSE):
  Interest income .........................          133            72
  Interest expense ........................       (3,678)         (916)
                                                --------      --------
Total other income (expense) ..............       (3,545)         (844)
                                                --------      --------
Net income before minority interest .......        4,256         5,099
Income applicable to minority interest ....        1,544         2,018
                                                --------      --------
Net income ................................     $  2,712      $  3,081
                                                ========      ========

Basic earnings per share ..................     $    .35      $    .40
                                                ========      ========
Weighted average number of shares - basic .        7,680         7,632
                                                ========      ========
Diluted earnings per share ................     $    .35      $    .39
                                                ========      ========
Weighted average number of shares - diluted        7,725         7,826
                                                ========      ========

</TABLE>

       See accompanying notes to consolidated financial statements

                                      4

<PAGE>

                           GOLF TRUST OF AMERICA, INC.

                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                      NOTE
                                                         ADDITIONAL                              RECEIVABLE               TOTAL
                                         COMMON STOCK     PAID-IN     RETAINED     UNEARNED      FROM STOCK  LOANS TO  STOCKHOLDERS'
                                      SHARE      AMOUNT   CAPITAL     EARNINGS    COMPENSATION       SALE    OFFICERS     EQUITY
                                    -----------------------------------------------------------------------------------------------
<S>                                 <C>         <C>      <C>         <C>         <C>            <C>         <C>        <C>
BALANCE, January 1, 1998 ...........   7,611      $76     $127,488       $1,774      $(1,713)       $(3,298)         -    $124,327
Issuance of restricted stock........      21        -          607            -         (607)             -          -           -

Issuance of shares of option 
exercise and employee stock 
purchase plans......................       5        -          159            -           -             -            -         159

Amortization of restricted stock
compensation .......................       -        -            -            -          787              -          -         787
Loans to officers...................       -        -            -           -             -              -     (1,893)     (1,893)
Adjustments for minority interest in 
operating partnership...............       -        -       (8,001)           -            -              -          -      (8,001)
Dividends...........................       -        -            -      (16,338)           -              -          -     (16,338)
Net income .........................       -        -            -       10,606            -              -          -      10,606
                                    -----------------------------------------------------------------------------------------------
BALANCE, December 31, 1998..........   7,637      $76     $120,253      $(3,958)     $(1,533)       $(3,298)   $(1,893)   $109,647
                                    -----------------------------------------------------------------------------------------------
                                    -----------------------------------------------------------------------------------------------
Issuance of restricted stock........      44        1        1,000           -        (1,001)             -          -    $      -
Amortization of restricted stock....       -        -          -             -           120              -          -         120
Adjustment for minority interest in 
operating partnership...............       -        -       (1,409)           -            -              -          -      (1,409)
Conversion of OP Units into common 
shares .............................      41        -        1,117            -            -              -          -       1,117
Loans to officers...................       -        -            -            -            -              -       (411)       (411)
Issuance of shares of employee stock
purchase plans......................       2        -           42            -            -              -          -          42
Dividends...........................       -        -            -       (3,399)           -              -          -      (3,399)
Net income..........................       -        -            -        2,712            -              -          -       2,712
                                    -----------------------------------------------------------------------------------------------
BALANCE, March 31, 1999.............   7,724      $77    $ 121,003    $  (4,645)    $ (2,414)      $ (3,298)  $ (2,304)  $ 108,419
                                    -----------------------------------------------------------------------------------------------
                                    -----------------------------------------------------------------------------------------------

</TABLE>

                                       5

<PAGE>

                           GOLF TRUST OF AMERICA, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                        THREE MONTHS   THREE MONTHS
                                                           ENDED            ENDED
                                                       MARCH 31, 1999  MARCH 31, 1998
                                                       ------------------------------
<S>                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income .........................................     $  2,712      $  3,081
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization ....................        4,011         1,856
    Loan cost amortization ...........................          170           130
    Straight-line interest and rent ..................         (319)         (332)
    Amortization of restricted stock compensation ....          120           153
    Income applicable to minority interest ...........        1,544         2,018
    Increase in receivable from affiliates ...........          (30)          (91)
    Increase in other assets .........................          844        (1,857)
    Increase in accounts payable and other 
     liabilities .....................................        3,767          (192)
                                                           --------      --------
Net cash provided by operating activities ............       12,819         4,766
                                                           --------      --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
  Golf course acquisitions and improvements ..........       (5,201)      (81,363)
  Increase in mortgage notes receivable ..............           (5)       (1,005)
                                                           --------      --------
Net cash used in investing activities ................       (5,206)      (82,368)
                                                           --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings on line of credit ...................       12,000        69,945
  Payments on notes and line of credit ...............       (5,093)         (723)
  Loan fees ..........................................         (300)         --
  Loans to officers ..................................         (411)         --
  Redemption of OP Units .............................         (382)         --
  Distributions to partners ..........................       (2,340)       (1,906)
  Dividends paid .....................................       (3,399)       (3,129)
                                                           --------      --------
Net cash provided by financing activities ............           75        64,187
                                                           --------      --------
Net increase in cash .................................        7,688       (13,415)
Cash and cash equivalents, beginning of period .......        1,891        14,968
                                                           --------      --------
Cash and cash equivalents, end of period .............     $  9,579      $  1,553
                                                           ========      ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 Interest paid during the period .....................     $  3,678      $    916

NON-CASH INVESTING AND FINANCING TRANSACTIONS
OP Units issued in golf course acquisitions ..........     $   --        $  7,638
Debt acquired with acquisition .......................     $   --        $ 12,927

</TABLE>

         See accompanying notes to consolidated financial statements

                                       6

<PAGE>

                          GOLF TRUST OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

1.  ORGANIZATION AND BASIS OF PRESENTATION

     GENERAL

     The accompanying consolidated financial statements included the accounts 
of Golf Trust of America, Inc. its wholly owned subsidiary corporations and 
limited liability companies, and its majority-owned and controlled 
partnership ("GTA"). The outside equity interests in the consolidated 
partnership not owned and controlled by GTA are reflected as minority 
interest in the consolidated financial statements. All significant 
intercompany balances and transactions have been eliminated in consolidation.

     GTA is a self-administered real estate investment trust ("REIT") formed 
to capitalize upon consolidation opportunities in the ownership of upscale 
golf courses throughout the United States. We hold our golf course interests 
through Golf Trust of America, L.P., a Delaware limited partnership and, in 
one instance, through a wholly owned subsidiary of Golf Trust of America, 
L.P. Currently, we hold participating interests in 45 golf courses (the "golf 
courses"), 41 of which are owned by us and four of which serve as collateral 
for a 30-year participating mortgage loan. Of the 41 courses that we own, 39 
are held in fee simple and two are held pursuant to long-term ground leases. 
The Golf Courses are located in Florida (14), South Carolina (6), Illinois 
(3.5), Ohio (3), California (2.5), Michigan (2.5), Georgia (2), Virginia (2), 
Nebraska (1.5), Missouri (1.5), Texas (1.5), Alabama, Kansas, Kentucky, North 
Carolina, and New Mexico. Golf Course quantities are stated in terms of 
18-hole equivalents, such that one 27-hole golf course facility would be 
counted as 1.5 golf courses.

     Because of the tax rules applicable to REIT's, we cannot operate our 
golf courses. Thus, when we acquire a golf course, we lease it back to an 
affiliate of the seller or to another qualified operator. In most cases we 
prefer to lease the golf course back to the seller's affiliate since we 
believe that the seller's familiarity with local conditions and continuity of 
management facilitates the golf course's growth and profitability (which we 
participate in under certain conditions as described below). However, we also 
have developed strong relationships with multi-course operators who lease a 
number of our golf courses.

     INTERIM STATEMENTS

     The accompanying consolidated financial statements for the three months 
ended March 31, 1999 and 1998 have been prepared in accordance with generally 
accepted accounting principles ("GAAP") and with the instructions to Form 
10-Q and Article 10 of Regulation S-X. These financial statements have not 
been audited by independent public accountants but include all adjustments 
(consisting of normal recurring adjustments) which are, in the opinion of 
management, necessary for a fair presentation of the financial condition, 
results of operations and cash flows for such periods. However, these results 
are not necessarily indicative of results for any other interim period or for 
the full year. The accompanying consolidated balance sheet as of December 31, 
1998 has been derived from the audited financial statements, but does not 
include all disclosures required by GAAP.

     Certain information and footnote disclosures normally included in 
financial statements in accordance with GAAP have been omitted pursuant to 
requirements of the Securities and Exchange Commission (the "SEC"). 
Management believes that the disclosures included in the accompanying interim 
financial statements and footnotes are adequate to make the information not 
misleading but should be read in conjunction with the consolidated financial 
statements and notes thereto included in GTA's annual report of Form 10-K/A 
for the year ended December 31, 1998.

                                      7

<PAGE>

                          GOLF TRUST OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

1.  ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

     MINORITY INTEREST

     The accompanying consolidated balance sheets have been adjusted to 
reflect an accounting allocation for reporting purposes from additional paid 
in capital to minority interest for the limited partners' percentage interest 
in the net assets of the operating partnership. This adjustment had no effect 
on earnings per share or results of operations or allocations of net income 
to the general and limited partners of the Operating Partnership. The 
reallocation at March 31, 1999 and December 31, 1998 was approximately $1.4 
million and $8.0 million, respectively.

     EARNINGS PER SHARE

     The computation of basic earnings per share is computed by dividing net 
income by the weighted average number of outstanding common shares during the 
period. The computation of diluted earnings per share is based on the 
weighted average number of outstanding common shares during the period and 
the incremental shares, using the treasury stock method for stock options. 
The incremental shares for the three months ended March 31, 1999 and 1998 
were 44,000 and 193,000 respectively.

     PERCENTAGE RENT AND PARTICIPATING INTEREST

     In May 1998, the EITF issued Issue No. 98-9, "Accounting for Contingent 
Rent in Interim Financial Periods." This statement provided that recognition 
of contingent rental income should be deferred until specified targets that 
trigger the contingent rent are achieved. Consequently, we generally will not 
recognize percentage rent until the third or fourth quarter of a tenant's 
fiscal year, which in some instances may be different than the third and 
fourth quarter of the calendar year. This statement applies to all contingent 
rental income effective with the second quarter of 1998. On a quarterly 
basis, there may be material impact to GTA's earnings per share, financial 
condition, and results of operations. Therefore, on an annual basis, there is 
no effect to GTA's earnings per share, financial condition, or results of 
operations.

                                       8

<PAGE>

                          GOLF TRUST OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

2. LEASES

     All of our golf course leases are participating leases that require the 
lessees to make payments of a fixed amount of base rent and a variable amount 
of additional rent based on growth in revenue at the golf course. 
Participating rent will generally be paid each year in the amount, if any, by 
which the sum of 33 1/3% of gross golf revenue exceeds the cumulative base 
rent escalation since the commencement date of such leases. The base rent 
generally increases annually by the lesser of 3% to 5% or a multiple of the 
change in the Consumer Price Index ("CPI"). Annual increases in lease 
payments are generally limited to 5% to 7% during the first five years of the 
lease terms. There was no participating rent and participating interest under 
the mortgage note receivable for the three months ended March 31, 1999 
compared to $345,000 for the three months ended March 31, 1998. The decrease 
in participating rent and participating interest reflects the application of 
EITF No. 98-9 and we believe that on an annualized basis the participating 
rent and interest should be materially consistent with the prior year.

3.  COMMITMENTS

     LESSEES

     Typically, we lease our golf courses to affiliates of the prior owners 
and other qualified operators under non-cancelable lease agreements for an 
initial period of ten years with options to extend the term of each lease up 
to a maximum of forty years. From the lease payments, we are generally 
required to make available a reserve of 2% to 5% of the annual gross golf 
revenue of each course for the replacement and enhancement of the existing 
facilities. These reimbursements are allocated between short and long term 
categories and therefore the balance (at March 31, 1999, and 1998 $1,500,000 
and $235,000 respectively) may not be currently available to the lessees.

     Under certain circumstances, the underlying base rent for a course will 
be increased when GTA agrees to pay for significant capital improvements or 
for expansion of the existing facilities. Of our $15.7 million capital 
improvement commitments, approximately $5.5 million has been funded to date.

     In limited circumstances we agree to provide working capital loans to 
existing lessees. Working capital loans are evidenced by promissory notes or 
as set forth in the lease agreement and bear interest at fixed rates between 
9.0% and 10.5%. Of our $7.8 million working capital commitments, 
approximately $3.5 million has been funded to date. Typically, we require the 
lessee to increase the pledged collateral for the funded amounts.

     In summary, we have currently funded $9.0 million of these commitments, 
and subject to certain conditions, and we anticipate funding an additional 
$14.5 million over the next three years.

     In addition, we are engaged in preliminary negotiations with the lessee 
of one of the golf courses to increase the aggregate amount of the capital 
improvement and working capital loans from $11.0 million to up to $22.0 
million, any agreement will be subject to Board approval.

     We have agreed to maintain minimum loan balances of approximately $17.2 
million for up to ten years to accommodate certain prior owners' efforts to 
minimize certain adverse tax consequences associated with the contribution of 
their courses to GTA.


                                        9

<PAGE>

                          GOLF TRUST OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

4.    DEBT

     Debt consists of the following:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
                                                                             MARCH 31,       DECEMBER 31,
(IN THOUSANDS)                                                                  1999             1998
----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>             <C>
REVOLVING CREDIT FACILITY

$125.0 million unsecured revolver with weighted average interest rates        $125,000         $125,000
of 6.7% maturing February 2001
----------------------------------------------------------------------------------------------------------
BRIDGE LOAN

$100.0 million unsecured with weighted average interest rates of 6.7%           79,925          $67,925
maturing April 1999
----------------------------------------------------------------------------------------------------------
NOTES PAYABLE

Secured financing with net book value of the properties of $21.2 million        12,616          $17,709
with interest rates of 8.75% maturing in November 2016
----------------------------------------------------------------------------------------------------------
TOTAL                                                                         $217,541         $210,634
----------------------------------------------------------------------------------------------------------

</TABLE>

     REVOLVING CREDIT FACILITY AND BRIDGE LOAN

     As of April 6, 1999 GTA has amended and restated its unsecured Revolving 
Credit Facility ("Credit Facility") to $200.0 million with a consortium of 
banks led by NationsBank N.A., as agent. GTA pays interest only on the Credit 
Facility with the principal balance due in April 2002. Borrowings typically 
bear interest at an adjusted Eurodollar rate plus an applicable margin. The 
applicable margin (between 1.50% and 2.00%) is subject to adjustment based 
upon certain leverage ratios. At March 31, 1999, all amounts outstanding 
under the Credit Facility (and Bridge Loan as discussed below) were based on 
the Eurodollar rate and a margin of 1.75%.

     Prior to this amendment and restatement GTA had a $125.0 million 
unsecured Credit Facility and a $100.0 million Bridge Loan (the "Bridge 
Loan"). The Bridge Loan was obtained on July 9, 1998 with NationsBank N.A. 
and Bank of America National Trust and Savings Association and had the same 
interest rates and covenant requirements as the then existing $125.0 million 
Credit Facility. The amended and restated Credit Facility replaced the Bridge 
Loan.

     The Credit Facility availability is limited to an unencumbered pool 
calculation including a 20% limitation for working capital needs. Financial 
covenants include net worth, liquidity and cash flow covenants. Non-financial 
covenants include restrictions on loans outstanding, construction in 
progress, loan to officers and changes in the Board of Directors. At the 
present time, these covenants have been met.

     In addition to the amended and restated Credit Facility, GTA also 
obtained a $25.0 million dollar unsecured line of credit from NationsBank 
N.A. which may be incorporated into the $200.0 million Credit Facility at a 
later date. The terms are essentially the same as the Credit Facility, except 
for the term, which is one year.


                                       10

<PAGE>

                          GOLF TRUST OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

4.   DEBT (CONTINUED)

     DEBT MATURITIES

     After the amendment and restatement of the Credit Facility aggregate
     maturities of long-term debt for each of the five years following March 31,
     1999 are as follows:

<TABLE>
<CAPTION>
           ---------------------------------
           (In thousands)         Amount
          <S>                   <C>
                  1999             $    233
                  2000             $  5,260
                  2001             $    365
                  2002             $200,398
                  2003             $    435
                  2004             $    474
               Thereafter          $ 10,376
           ---------------------------------

</TABLE>

     INTEREST RATE SWAP AGREEMENT

     In September 1998, we entered into an interest rate swap agreement with
NationsBank N.A. to reduce the impact of changes in interest rates on our
floating rate Credit Facility. The agreement matures in February 2000 and has a
total notional amount of $76,800,000. The swap agreement effectively converts a
portion of our floating rate debt to a fixed rate. We pay NationsBank a fixed
rate of 5.08% per annum (for an all-inclusive rate of 6.83% for March 31, 1999).
We are exposed to credit loss in the event of nonperformance by NationsBank,
however the we do not anticipate nonperformance.


                                      11

<PAGE>

                          GOLF TRUST OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

5.   STOCK OPTIONS AND AWARDS

     EMPLOYEE STOCK PURCHASE PLAN

     Effective March 1, 1998, we adopted an Employee Stock Purchase Plan 
("The Plan") to provide most employees an opportunity to purchase shares of 
our common stock through payroll deduction, up to 10% of eligible 
compensation, with a $25,000 maximum deferral. Semi-annually, participant 
account balances will be used to purchase shares of stock at the lesser of 
85% of the fair market value of shares at the beginning or ending of such 
six-month period. The Plan expires on February 28, 2008. A total of 250,000 
shares will be available for purchase under this plan. In January 1999, an 
additional 1,768 shares were issued. Compensation expense related to the Plan 
was $4,000 for 1999.

     RESTRICTED STOCK

     During the three months ended March 31, 1999 and 1998, GTA granted 
44,000 and 20,939 shares, respectively, of restricted stock to employees 
under the GTA's 1998 and 1997 Stock-Based Incentive Plans. The market value 
of the restricted stock grants in 1999 and 1998 totaled $1,001,000 and 
$607,000 respectively. Unearned compensation is being amortized to expense 
over the vesting period, which ranges from three to five years. Such expense 
amounted to approximately $120,000 and $153,000 for the three months ended 
March 31, 1999 and 1998, respectively. During 1998, the Compensation 
Committee accelerated the vesting of 6,685 shares of restricted stock that 
would have vested in 1999.

     LOANS TO OFFICERS

     In 1997, the Board of Directors of GTA approved a Company Policy, which 
has subsequently been amended and restated by the Board, on loans to 
executive officers and certain key employees relating to purchases of GTA 
Common Stock (the "Loan Program"). Pursuant to the Loan Program, GTA may lend 
amounts to certain GTA executive officers for one or more of the following 
purposes: (1) to finance the purchase of Common Stock by certain executive 
officers on the open market at the then-current market prices and (2) to 
finance an executive officer's payment of the exercise price to purchase 
shares of Common Stock granted to such employees under GTA's option plans or 
(3) to finance the annual tax liability of certain executive officers related 
to the vesting of shares of Common Stock which constitute a portion of a 
restricted stock award granted to such employees under GTA's option plans. 
The maximum aggregate amount GTA may loan to an executive officer is 
determined on a case-by-case basis by the Compensation Committee. Shares of 
Common Stock which are the subject of a loan serve as collateral for the note 
until the note has been paid in full. Each note bears interest at the 
applicable federal rate, as established by the Internal Revenue Service in 
effect on the date of the note. Interest is paid on an annual basis and 
varies from 4.4% - 6.0%. The note balance will generally be repaid through 
application of the proceeds related to the collateral stock. Each note 
becomes due and payable in full on the fifth anniversary of the respective 
note. As of March 31, 1999 GTA had issued loans in the amount of $2,304,000 
and had a remaining commitment of $850,000.

                                       12

<PAGE>

                          GOLF TRUST OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

6.   TRANSACTIONS WITH AFFILIATE AND SIGNIFICANT LESSEE

     Legends Golf is a significant lessee of the golf courses in the GTA's 
portfolio. Legends Golf is a golf course management group consisting of eight 
companies affiliated through common ownership that operates a portfolio of 
golf courses owned by GTA under triple net leases. Legends Golf derives 
revenues from the operation of golf course principally through receipt of 
green fees, membership fees, golf cart rentals, and sales of food, beverage 
and merchandise.

     The following table sets forth certain combined condensed financial 
information for Legends Golf.

<TABLE>
<CAPTION>

                                                                             March 31,    December 31,
     (IN THOUSANDS)                                                            1999           1998
     --------------------------------------------------------------------------------------------------
                                                                            (UNAUDITED)
   <S>                                                                     <C>           <C>
     Current assets                                                          $  4,870        $  2,978
     Non-current assets                                                        21,633          20,650
                                                                             --------        --------
     Total assets                                                            $ 26,503        $ 23,628
                                                                             ========        ========

     Payable to Golf Trust of America, LP                                    $  1,060        $  1,030
     Other current liabilities                                                  1,182           1,340
     Total long-term liabilities                                               24,084          20,916
     Total owners' equity                                                         177             342
                                                                             --------        --------

     Total liabilities and owners' equity                                    $ 26,503        $ 23,628
                                                                             ========        ========

<CAPTION>

                                                               FOR THE THREE MONTHS ENDED MARCH 31,
     (IN THOUSANDS)                                                 1999                  1998
     ---------------------------------------------------------------------------------------------------
                                                                (UNAUDITED)            (UNAUDITED)
    <S>                                                         <C>                    <C>
     Total Revenues                                              $ 5,751                $  5,299
     Operating Loss                                              $ (559)                $ (1,170)
     Net Income                                                  $  582                 $    279

</TABLE>

     Total revenues from golf course operations for Legends Golf increased by 
$.5 million or 8.5% to $5.8 million for the three months ended March 31, 
1999. The increase was primarily attributed to increased greens fees and cart 
fees at the Myrtle Beach area courses resulting from an average 11% increase 
in rounds played.

     Operating loss decreased by $.6 million to $.6 million for the three 
months ended March 31, 1999 compared to $1.2 million for the corresponding 
period in 1998. The increase is primarily due to the increase in revenues. 
Net income was $.6 million for the three months ended March 31, 1999 compared 
to $.3 million for the three months ended March 31, 1998 primarily due to the 
increased operating income net of the reduction of the equity in earnings of 
Golf Trust of America, LP.


                                        13

<PAGE>

                          GOLF TRUST OF AMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

7. SUBSEQUENT EVENTS

     PAYMENT OF DIVIDENDS

     On March 15, 1999, the Board of Directors declared a quarterly dividend 
distribution of $.44 per share for the quarter ended March 31, 1999, to 
stockholders of record on March 31, 1999, which was paid on April 15, 1999.

     OFFERING OF SERIES A PREFERRED STOCK AND SERIES B OP UNITS

     On April 2, 1999, GTA completed a registered public offering of 800,000 
shares of GTA's 9.25% Series A Cumulative Convertible Preferred Stock, par 
value $0.01 per share ("Series A Preferred Stock"), at a price of $25.00 per 
share to a single purchaser, AEW Targeted Securities Fund, L.P.

     Dividends on the Series A Preferred Shares are cumulative from the date 
of original issue and are payable quarterly in arrears, when, and as if 
declared by the Board of Directors, on the 15th day of January, April, July 
and October, commencing on July 15, 1999. Such dividends will be in an amount 
per share equal to the greater of (i) $0.578125 per quarter (or $2.3125 per 
annum)(equal to a annual rate of 9.25% of the $25 price per share) or (ii) 
the cash dividend paid or payable on the number of Common Shares into which a 
Series A Preferred Share is then convertible (determined on each of the 
quarterly dividend payment dates referred to above). The initial dividend for 
the quarter in which the closing of this offering occurred will be prorated 
based on the number of days between issuance of the shares and June 30, 1999, 
the final day of the fiscal quarter.

     The Series A Preferred Stock is convertible, in whole or in part, at the 
option of the holder at any time, unless previously redeemed, into Common 
Stock at a conversion price of $26.25 per Common Share (equivalent to an 
initial conversion rate of approximately 0.95238 Common Share per Series A 
Preferred Share), subject to adjustment in certain circumstances.

     Except in certain circumstances relating to preservation of the GTA's 
status as a "REIT", the Series A Preferred Shares are not redeemable at the 
GTA's option prior to April 2, 2004. On and after such date, the Series A 
Preferred Shares will be redeemable, in whole but not in part, at the option 
of GTA on 20 days' notice for a cash payment equal to $25.00 plus accrued and 
unpaid dividends (whether or not declared) to the redemption date without 
interest, plus a premium initially equal to 4% of such sum and thereafter 
declining by 1% each year so that the premium is zero on and after April 2, 
2008. The offering of the Series A Preferred Stock was made pursuant to a 
Prospectus Supplement dated April 2, 1999 relating to the Prospectus dated 
June 5, 1998, which is a part of GTA's registration statement on Form S-3 
(File No. 333-56251).

                                       14

<PAGE>

                          GOLF TRUST OF AMERCIA, INC.
                                   FORM 10-Q
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW AND FORMATION

     Golf Trust of America, Inc. conducts business through Golf Trust of 
America, L.P. of which we owns a 59.4% interest through our two wholly owned 
subsidiaries and is the general partner. Larry D. Young, a director of GTA, 
along with his affiliates owns 28.7% of the Operating Partnership and is a 
significant lessee. The remaining interest is the Operating Partnership is 
held by operators of the golf courses, their affiliates and officers of GTA.

     "Management's Discussion and Analysis of Financial Condition and Results 
of Operations," and other sections of this report contain various 
"forward-looking statements" which represent the our expectations concerning 
future events including the following: statements regarding GTA's continuing 
ability to target and acquire high quality golf courses; the expected 
availability of the Credit Facility and other debt and equity financing; the 
lessees' future cash flows, results of operations and overall financial 
performance; the expected tax treatment of our operations; our beliefs about 
continued growth in the golf industry. Because of the foregoing factors, the 
actual results achieved by GTA in the future may differ materially from the 
expected results described in the forward-looking statements. The following 
discussion should read in conjunction with the accompanying Consolidated 
Financial Statements and Notes thereto appearing elsewhere in this report and 
with GTA's Annual Report for 1998 on Form 10-K.

     GTA was formed to capitalize upon consolidation opportunities in the 
ownership of upscale golf courses in the United States. Our principal 
business strategy is to acquire upscale golf courses and then lease the golf 
courses to qualified third party operators, including affiliates of the 
sellers. We have the ability to issue units of limited partnership interest 
("OP Units") in the Operating Partnership. OP Units are redeemable by their 
holder for cash, or at our election, for shares of Common Stock on a 
one-for-one basis. When we acquire a golf course in exchange for OP Units, in 
most instances the seller of the course does not recognize income until it 
exercises the redemption right. OP Units can thus provide an attractive 
tax-deferred sale structure for golf course sellers. We believe we have a 
distinct competitive advantage in the acquisition of upscale golf courses, 
including those which might not otherwise be available for purchases, because 
of our utilization of a multiple independent lessee structure, our 
substantial industry knowledge, experience, and relationships within the golf 
community, our strategic alliances with prominent golf course operators and 
our ability to issue OP Units to golf course owners on a tax-deferred basis.

REVENUE GROWTH

     Our primary sources of revenue are lease payments under the 
participating leases and mortgage payments under the participating mortgage. 
Participating rent is generally equal to 33-1/3% of the increase in gross 
golf revenues over the gross golf revenues for the golf course for the base 
year, as adjusted by us in determining the initial base rent. Base rent will 
generally increase each year by the base rent escalator during the first five 
years of the lease term, generally equal to the lesser of 3% to 5% or a 
multiple of the change in the CPI over the prior year. Annual increases in 
lease payments are generally limited to a maximum of 5% to 7% for the first 
five years of the lease term.

     We believe the principal source of growth in gross golf revenues at the 
golf courses will be increased green fees, cart fees, and other related fees. 
In order to achieve higher revenues, we believe the lessees will need to 
continue to offer golfers a high quality golf experience as it relates to the 
pace of play, condition of the golf course and overall quality of the 
facilities.

                                      15

<PAGE>

                          GOLF TRUST OF AMERCIA, INC.
                                   FORM 10-Q
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

     For the three months ended March 31, 1999 and 1998, GTA received 
$13,323,000 and $8,920,000 in revenue from the participating leases and the 
mortgage note receivable. The increase in revenues is due to (1) minimum 
increases of approximately $223,000, (2) a full quarter of operations for 
1999 for 1998 acquisitions resulting in $1,013,000 in additional rental 
revenue (3) rent from new course acquisitions of $3,345,000, (4) $167,000 of 
additional interest from the mortgage note receivable reflecting increased 
principal outstanding and minimum increases under the mortgage note and (5) 
the decrease in participating rent of $345,000.

     Expenses totaling $9,067,000 and $3,821,000 for the three months ended 
March 31, 1999 and 1998 respectively reflect depreciation and amortization, 
general and administrative expenses and interest expense. The increase 
reflects additional depreciation of $2,190,000 for the 1998 acquisitions and 
additional general and administrative costs of $355,000, including increased 
loan amortization of $50,000 and increased administrative costs of $305,000. 
Interest expense was $3,678,000 for the three months ended March 31, 1999 
compared to $916,000 for the three months ended March 31, 1998 due to the 
increased leverage required to fund over $200.0 million in acquisitions for 
1998.

     For the three months ended March 31, 1999 and 1998 net income was 
$2,712,000 and $3,081,000, respectively. The decrease in net income is 
primarily the result of the initial start-up costs incurred in connection 
with the significant acquisitions in 1998.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

     Cash flow from operating activities for the three months ended March 31, 
1999 and 1998 was $12,819,000 and $4,766,000, respectively. This reflects net 
income before minority interest, plus noncash charges to income for 
depreciation, loan cost amortization, straight line rents and interest and 
working capital changes. Our investing activities reflect course improvements 
and capital replacement reserve costs of $5,206,000 for the first three 
months of 1999 which included the $3.3 million completion of an additional 
nine holes at Northgate Country Club, compared to advances on our mortgage 
note receivable related to the Westin Innisbrook facility of $1,005,000 and 
the cash portion of our golf course acquisitions of $81,363,000 for the first 
three months of 1998. During first quarter of 1998 we acquired six courses 
for a total investment of $100,100,000 including $12,927,000 of assumed 
indebtedness and $7,638,000 in the issuance of OP Units. During the first 
three months of 1999 our financing activities netted to $75,000. We borrowed 
$12,000,000 under the Credit Facility, repaid notes of $5,093,000, paid loan 
costs associated with the amendment and restatement of the Credit Facility of 
$300,000, made new officer loans of $411,000 and paid dividends and partner 
distributions of $5,739,000 for the three months ended March 31, 1999. This 
compares to $64,187,000 of financing activities for 1998 including net 
borrowings of $69,222,000 less payment of dividends and partner distributions 
of $5,035,000 for the three months ended March 31, 1998.

                                       16

<PAGE>

                          GOLF TRUST OF AMERCIA, INC.
                                   FORM 10-Q
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY (CONT'D)

     As of April 6, 1999 GTA has amended and restated its unsecured Revolving 
Credit Facility ("Credit Facility") to $200.0 million with a consortium of 
banks led by NationsBank N.A., as agent. GTA pays interest only on the Credit 
Facility with the principal balance due in April 2002. Borrowings typically 
bear interest at an adjusted Eurodollar rate plus an applicable margin. The 
applicable margin (between 1.50% and 2.00%) is subject to adjustment based 
upon certain leverage ratios. At March 31, 1999, all amounts outstanding 
under the Credit Facility (and Bridge Loan as discussed below) were based on 
the Eurodollar rate and a margin of 1.75%.

     The Credit Facility availability is limited to an unencumbered pool 
calculation including a 20% limitation for working capital needs. Financial 
covenants include net worth, liquidity and cash flow covenants. Non-financial 
covenants include restrictions on loans outstanding, construction in 
progress, loan to officers and changes in the Board of Directors. At the 
present time, these covenants have been met.

     In addition to the amended and restated Credit Facility, GTA also 
obtained a $25.0 million dollar unsecured line of credit from NationsBank 
N.A. which may be incorporated into the $200.0 million Credit Facility at a 
later date. The terms are essentially the same as the Credit Facility, except 
for the term, which is one year.

     We have agreed to maintain a minimum loan balance of approximately $17.2 
million for up to ten years to accommodate certain prior owners' efforts to 
minimize certain adverse tax consequences from their contribution of their 
courses to GTA.

     GTA intends to invest in additional golf courses as suitable 
opportunities arise, but we will not undertake investments unless adequate 
sources of financing are available. We anticipates that future acquisitions 
would be funded with debt financing provided by the Credit Facility, the 
issuance of OP Units or with proceeds of additional equity offerings. In the 
future, we may negotiate additional credit facilities or issue corporate debt 
instruments. Any debt issued or incurred by GTA may be secured or unsecured, 
long-term or short-term, fixed or variable interest rate and may be subject 
to such other terms, as the Board of Directors deems prudent. Except as 
described below, we currently have no binding agreement to acquire any 
additional golf courses. We are in active negotiations regarding the 
acquisition of additional golf courses.

     We have on file with the Securities and Exchange Commission a universal 
shelf registration statement on one authorizing the issuance of debt 
securities, common stock, preferred stock or depository shares representing 
preferred stock of GTA as well as resales of securities issued upon 
redemption of certain OP Units by their holders, with a remaining 
availability of approximately $280.0 million. The exact amount of debt, 
common stock, preferred stock, and depository shares representing preferred 
stock issued will depend on acquisitions, asset shares, GTA's unsecured debt 
and preferred stock ratings, and the general interest rate environment.

     Our acquisition capabilities are enhanced by its existing capital 
structure. We generally intend to maintain a capital structure with 
consolidated indebtedness representing no more than 50% of our total 
capitalization, although we have no express limitation on our ability to 
incur indebtedness.

                                      17

<PAGE>

                          GOLF TRUST OF AMERCIA, INC.
                                   FORM 10-Q
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

COMMITMENTS

     Typically, we lease our golf courses to affiliates of the prior owners 
and other qualified operators under non-cancelable lease agreements for an 
initial period of ten years with options to extend the term of each lease up 
to forty years. From the lease payments, we are generally required to make 
available a reserve of 2% to 5% of the annual gross golf revenue of each 
course for the replacement and enhancement of the existing facilities. These 
reimbursements are allocated between short and long term categories and 
therefore the balance (at March 31, 1999, and 1998 $1,500,000 and $235,000 
respectively) may not be currently available to the lessees.

     Under certain circumstances, the underlying base rent for a course will 
be increased when GTA agrees to pay for significant capital improvements or 
for expansion of the existing facilities. Of our $15.7 million capital 
improvement commitments, approximately $5.5 million has been funded to date.

     In limited circumstances we agree to provide working capital loans to 
existing lessees. Working capital loans are evidenced by promissory notes or 
as set forth in the lease agreement, require appropriate collateral and bear 
interest at fixed rates between 9.0% and 10.5%. Of our $7.8 million working 
capital commitments, approximately $3.5 million has been funded to date. 
Typically, we require the lessee to increase the pledged collateral for the 
funded amounts.

     In summary, we have currently funded $9.0 million of these commitments, 
and subject to certain conditions, anticipates it will fund an additional 
$14.5 million over the next three years.

     In addition, we are engaged in preliminary negotiations with a lessee of 
one of the golf courses to increase the aggregate amount of the capital 
improvement and working capital loan from $11.0 million to up to $22.0 
million, any agreement will be subject to Board approval. Working capital 
loans are evidenced by promissory notes or as set forth in the lease 
agreement and require appropriate collateral.

     GTA has entered into commitments and letters of intent to acquire golf 
courses and related facilities valued at approximately $20.0 million. GTA is 
in the various stages of negotiation and due diligence review for each of 
these acquisitions. Completion of these transactions is subject to 
negotiation and execution of definitive documentation and certain other 
customary closing conditions. No assurances can be given that GTA will 
continue to pursue or complete the acquisition of any of these golf course 
acquisitions.


                                      18

<PAGE>

                          GOLF TRUST OF AMERCIA, INC.
                                   FORM 10-Q
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION

     GTA considers Funds From Operations ("FFO") as an appropriate measure of 
performance of an equity REIT. In accordance with the resolution adopted by 
the Board of Governors of the National Association of Real Estate Investment 
Trusts, Inc. ("NAREIT"), FFO represents net income (loss) (computed in 
accordance with generally accepted accounting principles ("GAAP")), excluding 
gains (or losses) from debt restructuring or sales of property, plus 
depreciation of real property, and after adjustments for unconsolidated 
partnership and joint ventures. FFO should not be considered as an 
alternative to net income or other measurements under GAAP as an indicator of 
operating performance or to cash flows from operating investing or financial 
activities as a measure of liquidity. FFO does not reflect working capital 
changes, cash expenditures for capital improvements or principal payments on 
indebtedness. We believe that FFO is helpful to investors as a measure of the 
performance of an equity REIT, because along with cash flows from operating 
activities, financing activities and investing activities, it provides 
investors with an understanding GTA's ability to incur and service debt and 
make capital expenditures. Compliance with the NAREIT definition of FFO is 
voluntary. Accordingly, GTA's calculation of funds from operations in 
accordance with the NAREIT definition may be different than similarly titled 
measures used by other REITs.

     Cash available for distribution ("CAD") is defined as FFO less capital 
expenditures funded by operations and straight line rent and interest 
payments. GTA believes that in order to facilitate a clear understanding of 
the consolidated historical operating results of GTA, FFO and CAD should be 
examined in conjunction with net income as presented in the consolidated 
financial statements and data included elsewhere in this report.

     FFO and CAD for the three months ended March 31, 1999 and 1998  
presented on a historical  basis are summarized in the following table:

<TABLE>
<CAPTION>

                                                     THREE MONTHS   THREE MONTHS
                                                        ENDED           ENDED
                                                    MARCH 31, 1998  MARCH 31, 1998
                                                    -----------------------------
                                                       (UNAUDITED)  (UNAUDITED)
<S>                                                 <C>            <C>
Income before minority interest ....................     $ 4,256      $ 5,099
Depreciation and amortization for real estate 
 assets ............................................       4,011        1,821
                                                         -------      -------
Funds from Operations ..............................       8,267        6,920

Adjustments:
  Non-cash mortgage interest and rent ..............        (319)        (332)
  Capital expenditure reserve ......................        (593)        (235)
                                                         -------      -------
Cash Available for Distribution ....................       7,355        6,353
                                                         =======      =======

</TABLE>

     Non-cash mortgage and rent interest revenue represents the difference 
between revenue on the participating mortgage reported by the Company in 
according with GAAP and the actual cash payment to be received by GTA. The 
participating leases generally require GTA to reserve annually between 2.0% 
and 5.0% of the gross golf revenues of the golf courses to fund a capital 
replacement reserve. The lessees will fund any capital expenditures in excess 
of such amounts.

                                       19

<PAGE>

                          GOLF TRUST OF AMERCIA, INC.
                                   FORM 10-Q
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PART II.  OTHER INFORMATION

 ITEM 1.  LEGAL PROCEEDINGS

          Not Applicable.

 ITEM 2.  CHANGES IN SECURITIES

 RECENT SALES OF UNREGISTERED SECURITIES

    On March 25, 1999, the Compensation Committee awarded to W. Bradley 
Blair, II, David Dick Joseph and Scott D. Peters, 20,000 shares, 10,000 
shares and 14,000 shares, respectively, of restricted Common Stock pursuant 
to GTA's 1998 Stock-Based Incentive Plan, such shares were sold for their 
aggregate par value of $440.00. GTA is considering registering these shares 
with the Securities and Exchange Commission on Form S-8. OP Units may 
generally be redeemed by their holder one-year after issuance for shares of 
Common Stock on a one-for-one basis or at the option of GTA for cash. These 
issuances were effected in reliance upon an exemption from registration under 
Section 4(2) of the Securities Act as a transaction not involving a public 
offering.


                                       20

<PAGE>

                          GOLF TRUST OF AMERCIA, INC.
                                   FORM 10-Q
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 2.  CHANGES IN SECURITIES (CONT'D)

 TERMS OF SERIES A PREFERRED SECURITIES

      On April 2, 1999, Golf Trust of America, Inc. (the "Company") completed 
a registered public offering of 800,000 shares of GTA's 9.25% Series A 
Cumulative Convertible Preferred Stock, par value $0.01 per share ("Series A 
Preferred Stock"), at a price of $25.00 per share to a single purchaser, AEW 
Targeted Securities Fund, L.P.

     Dividends on the Series A Preferred Shares are cumulative from the date 
of original issue and are payable quarterly in arrears, when, and as if 
declared by the Board of Directors, on the 15th day of January, April, July 
and October, commencing on July 15, 1999. Such dividends will be in an amount 
per share equal to the greater of (i) $0.578125 per quarter (or $2.3125 per 
annum)(equal to a annual rate of 9.25% of the $25 price per share) or (ii) 
the cash dividend paid or payable on the number of Common Shares into which a 
Series A Preferred Share is then convertible (determined on each of the 
quarterly dividend payment dates referred to above). The initial dividend for 
the quarter in which the closing of this offering occurred will be prorated 
based on the number of days between issuance of the shares and June 30, 1999, 
the final day of the fiscal quarter.

     The Series A Preferred Stock is convertible, in whole or in part, at the 
option of the holder at any time, unless previously redeemed, into Common 
Stock at a conversion price of $26.25 per Common Share (equivalent to an 
initial conversion rate of approximately 0.95238 Common Share per Series A 
Preferred Share), subject to adjustment in certain circumstances.

     Except in certain circumstances relating to preservation of GTA's status 
as a real estate investment trust ("REIT"), the Series A Preferred Shares are 
not redeemable at GTA's option prior to April 2,2004. On and after such date, 
the Series A Preferred Shares will be redeemable, in whole but not in part, 
at the option of GTA on 20 days' notice for a cash payment equal to $25.00 
plus accrued and unpaid dividends (whether or not declared) to the redemption 
date without interest, plus a premium initially equal to 4% of such sum and 
thereafter declining by 1% each year so that the premium is zero on and after 
April 2, 2008. The offering of the Series A Preferred Stock was made pursuant 
to a Prospectus Supplement dated April 2, 1999 relating to the Prospectus 
dated June 5, 1998, which is a part of GTA's registration statement on Form 
S-3 (File No. 333-56251).


                                       21

<PAGE>

                          GOLF TRUST OF AMERCIA, INC.
                                   FORM 10-Q
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

          Not Applicable.

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

     The annual meeting of stockholders of GTA was held on May 3, 1999. The
matters voted upon at the meeting were: (i) the election of two directors to
serve until the 2002 annual meeting of stockholders; and (ii) the approval of
GTA's 1998 Stock-Based Incentive Plan.

     The results of the voting for election of Mr. W. Bradley Blair, II and 
Mr. Raymond V. Jones to the Board of Directors are as follows:

<TABLE>
<CAPTION>

                                                        Authority
          Director               Shares Cast For        Withheld 
          --------               ---------------        --------
    <S>                         <C>                    <C>
     W. Bradley Blair, II          6,646,534             28,229
     Raymond V. Jones              6,646,284             28,479

</TABLE>

     In addition to the above directors, the following directors will 
continue in office:

<TABLE>
<CAPTION>

                                   Term
         Name                     Expires
        ------                    -------
    <S>                          <C>
     Mr. Larry D. Young             2000
     Mr. Edward L. Wax              2000
     Mr. Fred W. Reams              2000
     Mr. David Dick Joseph          2001
     Mr. Roy C. Chapman             2001

</TABLE>

     The vote with respect to the approval of GTA's 1998 Stock-Based Incentive
Plan was as follows:

<TABLE>

              <S>                 <C>
               For:                4,876,692
               Against:              543,244
               Abstain:               15,729
               Broker No Vote:     1,239,098

</TABLE>

 ITEM 5.  OTHER INFORMATION

          Not Applicable.


                                       22

<PAGE>

                          GOLF TRUST OF AMERCIA, INC.
                                   FORM 10-Q
                   FOR THE THREE MONTHS ENDED MARCH 31, 1999

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

   The following exhibits are part of this quarterly report on Form 10-Q for the
quarterly period ended March 31, 1999 (and are numbered in accordance with Item
601 of Regulation S-K). Items marked with an asterisk (*) are filed herewith.

<TABLE>
<CAPTION>

Exhibit No.   Description         
-----------   --------------------------------------------------------------
<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           Bylaws of the Company as amended by the Board of Directors on 
              February  16, 1998 and as currently in effect.

10.1.1*       Amended and Restated Credit Agreement dated as of March 31, 1999 
              by and among Golf Trust of America, L.P., as Borrower, the 
              Guarantors party thereto, the Lenders party thereto, NationsBank,
              N.A., as Administrative Agent for the Lenders, NationsBanc 
              Montgomery Securities LLC, as Sole Lead Arranger and Book Manager,
              First Union National Bank, as Syndication Agent and BankBoston, 
              N.A., as Documentation Agent

10.2          Registration Rights Agreement, dated April 2, 1999, by and between
              Golf Trust of America, Inc. and AEW Targeted Securities Fund, L.P.
              (incorporated by reference to Exhibit 3.2 of the Company's Current
              Report on Form 8-K dated April 2, 1999 and filed by the Company on
              April 13, 1999).

10.3          Designation of Series A Preferred OP Units of Golf Trust of 
              America, L.P., dated April 2, 1999 (which designation has been 
              entered as Exhibit D2 to the First Amended and Restated Agreement
              of Limited Partnership of Golf Trust of America, L.P. (the 
              "Partnership Agreement"), dated February 12, 1997 (which was 
              included as Exhibit 10.1 to the Company's Annual Report on Form 
              10-K filed March 31, 1997) as amended by the First Amendment to 
              the Partnership Agreement, dated as of February 1, 1998 (which 
              was included as Exhibit 10.1.2 to the Company's Annual Report on
              Form 10-K filed March 31, 1998)).

27.1*         Financial Data Schedule

</TABLE>

* Filed with this quarterly report.


                                       23

<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.

                                   GOLF TRUST OF AMERICA, INC., registrant

                                    By: /S/ W. Bradley Blair, II   
                                       ------------------------------------
                                       W. Bradley Blair, II
                                       President and Chief Executive Officer

/S/ W. Bradley Blair, II                   5/14/99   
-------------------------------------      -------------------------
W. Bradley Blair, II                       Date
President, Chief Executive Officer and
Chairman of the Board of Directors

/S/ Scott D. Peters                        5/14/99   
-------------------------------------      -------------------------
Scott D. Peters                            Date
Senior Vice President and
Chief Financial Officer



                                      24

<PAGE>

                                  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 Quarterly Report on Form 10-Q 
(and are numbered in accordance with Item 601 of Regulation S-K). Items 
marked with an asterisk (*) are filed herewith.

<TABLE>
<CAPTION>

Exhibit No.   Description         
-----------   ---------------------------------------------------------------
<S>          <C>
3.1           Articles Supplementary of the Company relating to the Series A
              Preferred Stock, as filed with the State Department of Assessments
              and Taxation of the State of Maryland on April 2, 1999 
              (incorporated by reference to Exhibit 3.1 of the Company's Current
              Report on Form 8-K dated April 2, 1999 and filed by the Company on
              April 13, 1999).

4.1           Form of Share Certificate for the Series A Preferred Stock
              (incorporated by reference to Exhibit 3.2 of the Company's Current
              Report on Form 8-K dated April 2, 1999 and filed by the Company on
              April 13, 1999).

10.1.1*       Amended and Restated Credit Agreement dated as of March 31, 1999 
              by and among Golf Trust of America, L.P., as Borrower, the 
              Guarantors party thereto, the Lenders party thereto, NationsBank,
              N.A., as Administrative Agent for the Lenders, NationsBanc 
              Montgomery Securities LLC, as Sole Lead Arranger and Book Manager,
              First Union National Bank, as Syndication Agent and BankBoston, 
              N.A., as Documentation Agent

10.2          Registration Rights Agreement, dated April 2, 1999, by and between
              Golf Trust of America, Inc. and AEW Targeted Securities Fund, L.P.
              (incorporated by reference to Exhibit 3.2 of the Company's Current
              Report on Form 8-K dated April 2, 1999 and filed by the Company on
              April 13, 1999).

10.3          Designation of Series A Preferred OP Units of Golf Trust of 
              America, L.P., dated April 2, 1999 (which designation has been 
              entered as Exhibit D2 to the First Amended and Restated Agreement
              of Limited Partnership of Golf Trust of America, L.P. (the 
              "Partnership Agreement"), dated February 12, 1997 (which was 
              included as Exhibit 10.1 to the Company's Annual Report on Form 
              10-K filed March 31, 1997) as amended by the First Amendment to 
              the Partnership Agreement, dated as of February 1, 1998 (which 
              was included as Exhibit 10.1.2 to the Company's Annual Report 
              on Form 10-K filed March 31, 1998)).

27.1*         Financial Data Schedule

</TABLE>

* Filed with this quarterly report.