]<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, 2001.

|_|   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 incorpation 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 11, 2001 there were 8,217,555 common shares outstanding of the
registrant's only class of common stock. On May 11, 2001, there were 800,000
shares outstanding of the registrant's 9.25% Series A Cumulative Convertible
Preferred Stock, which is the registrant's only class of outstanding preferred
stock.

<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                                      Index

Part I.    Financial Information

Item 1.    Financial Statements                                             Page

              Condensed Consolidated Balance Sheets as of March 31, 2001
              and December 31, 2000......................................      3
              Condensed Consolidated Statements of Operations for the
              Three Months Ended March 31, 2001 and  2000................      4
              Condensed Consolidated Statements of Stockholders' Equity
              for the Year Ended December 31, 2000 and the Three Months
              Ended March 31, 2001.......................................      5
              Condensed Consolidated Statements of Cash Flows for the
              Three Months Ended March 31, 2001 and 2000.................      6

              Notes to Condensed Consolidated Financial Statements........     7

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                          21

Item 3.    Quantitative and Qualitative Disclosures About Market Risk         31

Part II.   Other Information

Item 1.    Legal Proceedings                                                  32
Item 2.    Changes in Securities                                              35
Item 3.    Defaults upon Senior Securities                                    35
Item 4.    Submission of Matters to a Vote of Security Holders                36
Item 5.    Other Information                                                  36
Item 6.    Exhibits Index and Report on Form 8-K                              36
           Signatures                                                         40

<PAGE>

                           GOLF TRUST OF AMERICA, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                           March 31,   December 31,
                                                             2001          2000
                                                          ----------   ------------
                                                          (Unaudited)
<S>                                                         <C>          <C>
ASSETS

Property and Equipment:
  Land, golf courses and buildings......................    $270,062     $290,694
  Furniture, fixtures and equipment.....................      30,774       32,357
                                                            --------     --------
Total property and equipment............................     300,836      323,051
  Less accumulated depreciation - land, golf courses and
  buildings.............................................      45,700       47,647
  Less accumulated depreciation - furniture, fixtures
  and equipment.........................................      12,876       13,649
                                                            --------     --------

Property and equipment, net.............................     242,260      261,755
                                                            --------     --------

Mortgage note receivable................................      73,658       73,595

Cash and cash equivalents ..............................       4,794       4,458
Receivable from affiliates..............................       1,990       1,693
Other assets............................................      17,074      18,380
                                                            --------     --------

Total assets............................................    $339,776     $359,881
                                                            ========     ========


LIABILITIES AND STOCKHOLDERS' EQUITY

Debt....................................................    $210,043     $224,750
Accounts payable and other liabilities..................       5,418        7,997
                                                            --------     --------

Total liabilities.......................................    $215,461     $232,747
                                                            --------     --------

Commitments and Contingencies
Minority interest.......................................      41,916       45,061
                                                            --------     --------

Stockholders' equity:
  Preferred stock, $.01 par value, 10,000,000 shares
  authorized, 800,000 shares issued and outstanding           20,000       20,000
  Common stock, $.01 par value, 90,000,000 shares
  authorized, 8,217,555 and 8,155,533 shares issued and
  outstanding, respectively.............................          82           82
  Additional paid-in capital............................     130,840      130,288
  Dividends in excess of accumulated earnings...........     (57,879)     (55,053)
  Unamortized restricted stock compensation.............           -       (1,544)
  Note receivable from stock sale.......................      (8,975)      (8,975)
  Loans to officers.....................................      (1,669)      (2,725)
                                                            --------     --------

Stockholders' equity....................................      82,399       82,073
                                                            --------     --------

Total liabilities and stockholders' equity..............    $339,776     $359,881
                                                            ========     ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        3
<PAGE>

                           GOLF TRUST OF AMERICA, INC.

                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                   (In thousands except for (loss) earnings per share)

                                                     Three        Three
                                                    Months       Months
                                                     Ended        Ended
                                                   March 31,    March 31,
                                                     2001         2000
                                                   ---------    ---------

Revenues
  Rent from affiliates..........................     $4,115       $4,707
  Rent..........................................      5,272        7,422
  Mortgage interest ............................      2,324        2,309
                                                     ------       ------

Total revenues..................................     11,711       14,438
                                                     ------       ------

Expenses:
  Depreciation and amortization ................          -        4,660
  General and administrative....................     11,569        1,472
                                                     ------       ------

Total expenses..................................     11,569        6,132
                                                     ------       ------

Operating income................................        142        8,306
                                                     ------       ------

Other income (expense):
  Interest income...............................        427          603
  Interest expense..............................     (5,068)      (4,354)
  Gain on disposal of assets....................        207            -
                                                     ------       ------

Total other income (expense)....................     (4,434)      (3,751)
                                                     ------       ------

Net (loss) income before minority interest......     (4,292)       4,555
Net (loss) income applicable to minority
interest........................................     (1,465)       1,688
                                                     ------       ------

Net (loss) income...............................    ($2,827)      $2,867

Preferred Dividends                                       -         (463)
                                                    -------       ------

Net (loss) income available to Common
Stockholders....................................    ($2,827)      $2,404
                                                    =======       ======

Basic (loss) earnings per share.................    ($  .35)      $  .30
                                                    =======       ======

Weighted average number of shares - basic.......      8,176        7,903
                                                    =======       ======

Diluted (loss) earnings per share...............    ($  .35)      $  .30
                                                    =======       ======

Weighted average number of shares - diluted.....      8,176        7,908
                                                    =======       ======


     See accompanying notes to condensed consolidated financial statements.


                                        4
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (in thousands)

<TABLE>
<CAPTION>



                                                  Preferred Shares                     Common Stock                 Additional
                                                                                                                     Paid-In
                                             Shares                Amount         Shares               Amount        Capital
                                         -------------------------------------------------------------------------------------------
<S>                                             <C>            <C>                <C>                 <C>              <C>
Balance, January 1, 2000..............          800            $20,000            7,736               $ 78             $125,218
Costs of preferred stock issuance.....            -                  -                -                  -                  (31)
Issuance of restricted stock..........            -                  -               55                  -                  949
Amortization and cancellation of
  restricted stock....................            -                  -                -                  -                    -
Adjustments for minority interest
  In operating partnership............            -                  -                -                  -               (4,530)
Conversion/redemption of OP
  Units...............................            -                  -              372                  4                8,858
Stock repurchase program..............            -                  -              (10)                 -                 (167)
Loans to officers.....................            -                  -                -                  -                    -
Issuance of shares under employee
  stock purchase plan.................            -                  -                2                  -                   19
Amortization of registration costs....            -                  -                -                  -                  (28)
Dividends.............................            -                  -                -                  -                    -
Net (loss) ...........................            -                  -                -                  -                    -
                                         -------------------------------------------------------------------------------------------
Balance, December 31, 2000............          800            $20,000            8,155               $ 82             $130,288
                                         -------------------------------------------------------------------------------------------

Unaudited

Amortization of restricted stock......            -                  -                -                  -                    -
Adjustments for minority interest
  in operating partnership............            -                  -                -                  -                 (207)
Conversion/redemption of OP
  Units...............................            -                  -               61                  -                  755
Loans to officers.....................            -                  -                -                  -                    -
Issuance of shares under employee
  stock purchase plan.................            -                  -                1                  -                   10
Amortization of registration costs....            -                  -                -                  -                   (6)
Dividends.............................            -                  -                -                  -                    -
Net (loss) ...........................            -                  -                -                  -                    -
                                         -------------------------------------------------------------------------------------------
Balance, March 31, 2001...............          800            $20,000            8,217               $ 82             $130,840
                                         -------------------------------------------------------------------------------------------

<CAPTION>
                                          Accumulated
                                           Earnings
                                         (Dividends in        Unearned             Note
                                           Excess of         Restricted         Receivable          Loans            Total
                                          Accumulated           Stock           From Stock            To          Stockholders'
                                           Earnings)        Compensation           Sale            Officers          Equity
                                         -----------------------------------------------------------------------------------------
<S>                                         <C>                 <C>               <C>               <C>               <C>
Balance, January 1, 2000..............       $(7,720)           $ (1,530)         $ (3,298)         $ (2,464)         $130,284
Costs of preferred stock issuance.....             -                   -                 -                 -               (31)
Issuance of restricted stock..........             -                (949)                -                 -                 -
Amortization and cancellation of
  restricted stock....................             -                 935                 -                 -               935
Adjustments for minority interest
  In operating partnership............             -                   -                 -                 -            (4,530)
Conversion/redemption of OP
  Units...............................            45                   -            (5,677)                -             3,230
Stock repurchase program..............             -                   -                 -                 -              (167)
Loans to officers.....................             -                   -                 -             (261)              (261)
Issuance of shares under employee
  stock purchase plan.................             -                   -                 -                 -                19
Amortization of registration costs....             -                   -                 -                 -               (28)
Dividends.............................       (14,634)                  -                 -                 -           (14,634)
Net (loss) ...........................       (32,744)                  -                 -                 -           (32,744)
                                         --------------------------------------------------------------------------------------
Balance, December 31, 2000............      ($55,053)           $ (1,544)         $ (8,975)         $ (2,725)          $82,073
                                         --------------------------------------------------------------------------------------

Unaudited

Amortization of restricted stock......             -               1,544                 -                 -             1,544
Adjustments for minority interest
  in operating partnership............             -                   -                 -                 -              (207)
Conversion/redemption of OP
  Units...............................             -                   -                 -                 -               755
Loans to officers, net................             -                   -                 -             1,056             1,056
Issuance of shares under employee
  stock purchase plan.................             -                   -                 -                 -                10
Amortization of registration costs....             -                   -                 -                 -                (6)
Dividends.............................             -                   -                 -                 -                 -
Net (loss) ...........................        (2,826)                  -                 -                 -            (2,826)
                                         --------------------------------------------------------------------------------------
Balance, March 31, 2001...............      ($57,879)                $ -          $ (8,975)         $ (1,669)          $82,399
                                         --------------------------------------------------------------------------------------
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                       Three Months               Three Months
                                                                                          Ended                       Ended
                                                                                      March 31, 2001             March 31, 2000
                                                                                ----------------------------------------------------
<S>                                                                                     <C>                         <C>
Cash flows from operating activities:
  Net (loss) income ............................................................        $ (2,826)                   $  2,867
  Adjustments to reconcile net income to net cash
   Provided by operating activities:
    Depreciation and amortization ..............................................              --                       4,660
    Decrease in loans to officers ..............................................           2,983                          --
    Gain on disposal of assets .................................................            (207)                         --
    Loan cost amortization .....................................................             195                         261
    Straight-line interest, rent and other .....................................             (30)                       (174)
    Amortization of restricted stock compensation ..............................           1,544                         215
    (Loss) Income applicable to minority interest ..............................          (1,465)                      1,688
    Income applicable to redemption of collateral ..............................              --                        (184)
    Increase in receivable from affiliates .....................................            (297)                       (449)
    Decrease (increase) in other assets ........................................           1,352                      (1,365)
    Decrease (increase) in accounts payable and other liabilities ..............          (2,579)                       (751)
                                                                                        --------                    --------

Net cash (used in) provided by operating activities ............................          (1,330)                      6,768
                                                                                        --------                    --------

Cash flows used in investing activities:
  Golf course improvements .....................................................            (826)                     (1,160)
   Proceeds from golf course dispositions ......................................          19,111                          --
  Increase in mortgage notes receivable ........................................               4                           3
                                                                                        --------                    --------

Net cash provided by (used in) investing activities ............................          18,289                      (1,157)
                                                                                        --------                    --------

Cash flows from financing activities:
  Net (repayments) borrowings on line of credit ................................         (14,619)                      2,000
  Payments on notes and line of credit .........................................             (88)                        (82)
  Net proceeds from issuance of common stock ...................................              10                          (2)
  Preferred stock issuance costs ...............................................              (6)                         --
  Loan fees ....................................................................              --                        (187)
  Loans to officers ............................................................          (1,920)                        (57)
  Redemption of OP Units .......................................................              --                          --
  Distributions to partners ....................................................              --                      (2,164)
  Dividends paid ...............................................................              --                      (4,035)
                                                                                        --------                    --------

Net cash  (used in) financing activities .......................................         (16,623)                     (4,527)
                                                                                        --------                    --------

Net increase in cash ...........................................................             336                       1,084

Cash and cash equivalents, beginning of period .................................           4,458                       3,905
                                                                                        --------                    --------

Cash and cash equivalents, end of period .......................................        $  4,794                    $  4,989
                                                                                        ========                    ========

Supplemental Disclosure of Cash Flow Information
 Interest paid during the period ...............................................        $  5,068                    $  4,354
                                                                                        ========                    ========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        6
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


1. Plan of Liquidation, Going Concern, Asset Valuation and Sale to Legends Golf

      During 2000, management and the Board of Directors of the Company observed
increasingly unfavorable trends in the golf course industry, including the
supply and demand imbalance, the limited availability of debt and equity capital
and the general impact of the national and global economic concerns. This
business environment has posed a significant challenge for the Company due to
the fact that, as a REIT utilizing the triple-net lease structure, we are not
able to control the direct operation of our Golf Courses without jeopardizing
the Company's REIT status.

      In addition, prior to this quarter, we have experienced lessee defaults at
8.5 of our Golf Courses (6 lessees) and face the risk of additional lessee
defaults in the future. The lessee defaults have decreased revenue due to the
lost rent and increased expenses from the litigation involved in the foreclosure
process and to the costs incurred to transition operational control of these
assets. During 2000, the Company foreclosed and assumed operations of five of
these Golf Courses for which the respective lessee was in default under their
Participating Lease. As of May 11, 2001, we have sold 2.5 of these Golf Courses
and are continuing to operate the remaining 2.5 golf courses.

      As of the filing of our Annual Report on Form 10K on March 14, 2001, we
had 3.5 other Golf Courses that were the subject of legal proceedings as a
result of lessee defaults on the Participating Leases, 2.5 of which were
subject to bankruptcy proceedings. One of these 2.5 Golf Courses was sold
subsequent to quarter end. Additionally, according to the most recent
financial information provided to the Company by its lessees, the financial
performance at 20.5 of our other 38.5 Golf Courses has deteriorated to the
point where the lessees are not generating sufficient cash flow to cover
their rent obligations.

      The Board of Directors hired Banc of America Securities LLC ("BAS") in
February of 2000 and Houlihan Lokey Howard & Zukin in January of 2001, to act
as our financial advisors and to review our strategic alternatives. At that
time, these alternatives included a possible merger, sale, recapitalization,
privatization, and revocation of our REIT status. Throughout 2000, our
financial advisors tried unsuccessfully to solicit an acceptable bid of the
Company. On September 27, 2000, the Board of Directors concluded that it was
in the best interest of the stockholders to effect either a sale of the
Company or seek to obtain approval to undertake an orderly liquidation.

      On November 6, 2000, the Board formally directed management to develop a
plan of orderly liquidation and a related proxy statement for presentation to
the Board. On February 25, 2001, the Board of Directors voted to adopt a plan of
liquidation subject to stockholder approval.

      In connection with the plan of liquidation, we entered into an agreement
with an affiliate of its largest lessee, Legends, to sell to that affiliate
up to 12.5 (eighteen-hole equivalent) Golf Courses leased by Legends. Total
consideration payable by Legends' affiliate under that agreement was valued at
$112.9 million, consisting of cash, redemption of Legends' operating partnership
units and up to a $5.0 million secured promissory note from Legends. In
addition, Legends will be released from its obligation to repay working capital
loans in the amount of approximately $6.6 million. We have the right to
terminate the sale if stockholders do not approve the plan of liquidation. We
may accept superior offers for these Golf Courses (other than five Myrtle Beach
courses) upon payment of a break-up fee to Legends. Subsequent to the signing of
this agreement, we accepted a superior offer for one of these Golf Courses
reducing the total consideration payable by the Legends' affiliate under their
agreement to $109.4 million. The proposed sale is also subject to customary
closing conditions. Legends is affiliated with Mr. Larry D. Young, one of the
Company's former directors, who resigned from the Board upon the Board's
approval of this transaction and his execution of the agreement on behalf of
Legends.


                                        7
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


      Further, Legends, is losing money on a number of its Participating Leases.
Unless Legends is able to improve the performance of the Golf Courses it leases
from us, or is able to obtain money from other sources, we face the risk that
Legends could default on one or more of its Leases. Defaults by Legends could
materially harm our financial performance, since the 12.5 Golf Courses that
Legends leased from us in 2000 provided $18.7 million of our total 2000 annual
revenue of $55.5 million.

      The ability of Legends to complete its purchase of the Golf Courses
subject to its agreement with us is not assured, and, in the event Legends
cannot complete the purchase, the plan of liquidation could be jeopardized.
Legends' ability to purchase the Golf Courses subject to its agreement with us
depends on its ability to obtain adequate financing. Legends has incurred losses
and we understand that its current liabilities exceed its current assets. We
also understand that management of Legends is negotiating with its lender to
refinance its debt and to obtain new financing sufficient to acquire the Golf
Courses. We also understand that Legends has obtained a commitment letter from
its lender to accomplish the refinancing; however, there can be no assurances
that Legends will be able to complete the purchase.

      Based on the direction of the Board and available information from the
strategic alternatives review process, including the Board's adoption of the
plan of liquidation on February 25, 2001, management concluded that, under the
provisions of Statement of Financials Accounting Standards ("SFAS") No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be disposed of," and SFAS No. 114, "Accounting by Creditors for Impairment of a
Loan", an impairment of its long-lived assets and certain of its notes
receivable had occurred. Management's estimate of the value of its portfolio of
Golf Courses resulted in an impairment loss of $62.5 million being recorded in
2000. As a result of these losses and the lessee defaults under the
Participating Leases, our lenders have asserted that we are in violation of
several of the required covenants of our credit facility and that we are in
default under the Credit Facility. We have been negotiating with our lenders to
amend the Credit Facility to establish new terms that consider, among other
things, the proposed plan of liquidation. However, amendments to the Credit
Facility, if agreed upon, are likely to impose additional restrictions on our
operations and increase the interest rate we pay. In addition, we believe that
any amendments, if agreed upon, will require us to pay a higher rate of interest
if the plan of liquidation is not approved, and we believe that it would be
difficult or impossible to refinance our existing indebtedness under current
market conditions. We currently face the risk that the lenders under our Credit
Facility may accelerate our obligations to them. An acceleration could require
us to seek bankruptcy court protection, which could jeopardize the plan of
liquidation.

      The ultimate disposition of our assets under the plan of liquidation, if
approved by the stockholders, is expected to result in net proceeds that will be
in excess of their adjusted net carrying amounts; however, in accordance with
generally accepted accounting principles, gains are not recognized until a sale
is complete and the gain is realized.

      We have been working diligently to obtain competitive offers on our Golf
Courses as part of the plan of liquidation and to sell certain assets. As of May
11, 2001, we closed on the sale of 9.5 Golf Courses for gross sales prices
totaling $40.8 million, resulting in a net gain of $0.05 million. From these
sales, $31.0 million of the net cash proceeds was utilized to pay down our Bank
of America, N.A. Credit Facility and line of credit. In addition, we obtained
signed purchase agreements or letters of intent to sell an additional 6.5 golf
courses for an aggregate of $57.1 million. These agreements are subject to due
diligence and stockholder approval in certain cases. We have also been working
to revitalize the financial performance of the 2.5 Golf Courses that we directly
manage.

      The proxy for the vote on the plan of liquidation was submitted to the
stockholders on April 6, 2001 and a special meeting of stockholders will be held
on May 22, 2001. However, there can be no assurances as to the outcome of


                                        8
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


the vote, or that we will be able to successfully close on any sales
transactions or be able to renegotiate our Credit Facility. The Company's
continued existence as a going concern is dependent on stockholder approval
of the plan of liquidation and our ability satisfactorily amend our Credit
Facility neither of which is assured. If approved, the plan of liquidation is
expected to be completed in 12 to 24 months from the date the stockholders
approve the plan, but there can be no assurances that the stockholders will
approve that plan.

      The accompanying consolidated financial statements have been prepared on
the going concern basis of accounting, which contemplates the realization of
assets and liabilities in the normal course of business. Accordingly, the
accompanying statements do not include any adjustments necessary to reflect the
possible future effects on the recoverability of assets and settlement of
liabilities that may result from adoption of the plan of liquidation or our
inability to complete the plan in an orderly manner.

2. Organization and Basis of Presentation

      Golf Trust of America, Inc. ("GTA") was incorporated in Maryland on
November 8, 1996. The Company is a real estate investment trust ("REIT") formed
to capitalize upon consolidation opportunities in the ownership of upscale golf
courses in the United States. As of May 11, 2001, we hold participating
interests in 37.5 golf courses and direct controlling interests in 2.5 golf
courses (collectively, the "Golf Courses"), 33.5 of the 37.5 Golf Courses are
owned by us and four (owned by others) serve as collateral for a 30-year
participating mortgage loan wherein we are the lender. Of the 37.5 Golf Courses
that we own, 35 are held in fee simple and 2.5 are held pursuant to long-term
ground leases. The Golf Courses are located in Florida (13), South Carolina (6),
Michigan (1.5), Illinois (3.5), Georgia (2), Virginia (2), Nebraska (1.5),
Missouri (1.5), Texas (1.5), California , North Carolina, New Mexico, Ohio and
West Virginia. Golf Course quantities are stated in terms of 18-hole
equivalents; therefore, one 27-hole golf course facility would be counted as 1.5
golf courses. Title to the acquired courses, is held by Golf Trust of America,
L.P., a Delaware limited partnership and, in the case of the Sandpiper Golf
Course, through a wholly-owned subsidiary of Golf Trust of America, L.P. We
refer to Golf Trust of America, L.P. as our "Operating Partnership" or "OP" and
we refer to the Operating Partnership and GTA (together with all of their
subsidiaries) collectively as "we", "us" or our "Company." Golf Trust of
America, Inc., through its wholly-owned subsidiaries GTA GP, Inc. ("GTA GP") and
GTA LP, Inc. ("GTA LP"), each of which is a Maryland corporation, holds a 71.6
percent interest in the Operating Partnership as of May 11, 2001. GTA GP is the
sole general partner of the Operating Partnership and owns a 0.2 percent
interest therein. GTA LP is a limited partner in the Operating Partnership and
owns a 71.4 percent interest therein. Larry D. Young, a former director of the
Company, along with his affiliates, owns 22.4 percent of the Operating
Partnership and is a significant lessee. Operators of the Golf Courses, their
affiliates and an officer of the Company hold the remaining interest in the
Operating Partnership.

3. Summary of Significant Accounting Policies

Interim Statements

      The accompanying condensed consolidated financial statements for the three
months ended March 31, 2001 and 2000 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


                                        9
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


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, 2000 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, 2000.

Principles of Consolidation

      The accompanying consolidated financial statements include the accounts of
GTA, the Operating Partnership and their wholly-owned subsidiaries. All
significant intercompany transactions and balances have been eliminated in
consolidation.

Depreciation

      Depreciation expense was not recorded during the three-month period
ended March 31, 2001 because, in accordance with SFAS No. 121, substantially
all of the Company's long-lived assets are deemed to be held for sale
pursuant to the proposed plan of liquidation.

Income Taxes

      We qualify as a real estate investment trust ("REIT") under the Internal
Revenue Code of 1986, as amended (the "Code"). A REIT will generally not be
subject to federal income taxation to the extent that it distributes at least
90% of its taxable income to its stockholders and complies with other
requirements. Because of the tax rules applicable to REIT, we are generally not
allowed to operate our Golf Courses. As an exception to this rule, however,


                                       10
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


the Internal Revenue Code allows a 90-day grace period following a foreclosure
or eviction of the lessee under the Participating Leases where we can operate
the Golf Course and the revenues will be qualifying income for REIT tax
purposes. The tax code's REIT rules limit the amount of disqualified income that
we may receive to 5% of our Gross Income, thus, at the expiration of such
period, the property must either be sold or an agreement must be secured with an
independent contractor to assume management or the gross revenue from Golf
Course operations from any such Golf Course is disqualified income for REIT tax
purposes. Gross revenue from Golf Courses managed after the expiration of the
90-day grace period and that exceeds 5% of our Gross Income is taxable .
Management by an independent contractor is allowed until the close of the third
taxable year following the taxable year in which the foreclosure occurred. The
Golf Courses subject to this rule as of May 11, 2001 were Tierra Del Sol Golf
Club and Osage National Golf Club; however, one other Golf Course that is
currently in default and subject to bankruptcy proceedings, Mystic Creek Golf
Course may in the future be operated by us. At March 31, 2001 the grace period
had expired for Osage National and Tierra Del Sol. However, we were in
compliance with the REIT rules for the fiscal quarter ended March 31, 2001 due
to the fact that the Gross Revenue test is only measured on an annual basis.

      In order for us to maintain our qualification as a REIT, not more than 50%
in value of our Common Stock may be owned, directly or constructively, by five
or fewer individuals. For the purpose of our REIT qualification, our Certificate
of Incorporation prohibits direct or constructive ownership of more than 9.8% of
the Common Stock by any person. Thus, although an OP Unit is convertible into a
share of Common Stock, the conversion of the majority of the OP Units owned by
affiliates of Larry D. Young is restricted by the Company through these
ownership limitations in order to preserve its REIT status.

      Although management believe that we will continue to satisfy the
requirements to qualify as a REIT during the period of the plan of liquidation,
we must continue to satisfy a number of asset, income and distribution tests;
and there can be no assurances that management will be able to satisfy such
tests.

Earnings/Loss Per Common Share

      Earnings/loss per common share are presented under two formats: basic
earnings/loss per common share and diluted earnings/loss per common share.
Earnings/loss per common share are computed by dividing net income (after
deducting dividends on preferred stock) by the weighted average number of
common share outstanding during

                                       11
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


the year. Diluted earnings/loss per common share are computed by dividing net
income/loss (after deducting dividends on preferred stock) by the weighted
average number of common shares outstanding during the period, plus the
impact of those common share equivalents (i.e., stock options, convertible
preferred stock and OP Units) that are dilutive. Common share equivalents for
the effect of dilutive stock options were -0- for the periods ended March 31,
2001 and 2000, respectively.

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 Golf Trust of America, L.P. 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 Golf Trust of America, L.P. The reallocation for the
three month period ended March 31, 2001 and the year ended December 31, 2000 was
approximately $207,000 and $4,530,000, respectively.

4. Leases

      The non-cancelable Participating Leases generally provide for the Company
to receive the greater of Base Rent or Participating Rent. Participating Rent is
generally equal to the original Base Rent plus 33 1/3 % of the difference
between that year's Gross Golf Revenue and the Gross Golf Revenue at the Golf
Course in the year prior to acquisition as adjusted in determining the original
Base Rent. The Base Rent generally increases annually by the lesser of (i) 3% to
5% or (ii) a multiple of the change in the Consumer Price Index ). 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 (or participating
mortgage interest under the mortgage note receivable) for the three month
periods ended March 31, 2001 and 2000.

5. Commitments and Contingencies

Lessees

      Typically, we lease our Golf Courses to Affiliates of the prior owners and
other qualified operators under non-cancelable Participating Leases for an
initial period of ten years with options to extend the term of each
Participating Lease up to six consecutive times for a period of five years. From
the minimum 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 capital
expenditure reimbursement to the lessee subject to approval by us. The capital
expenditure reserve is used for replacement and enhancement of the existing Golf
Course and is allocated to short and long-term categories and,


                                       12
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


therefore, the balance may not be currently available to the lessees. As of May
11, 2001 the aggregate commitment to fund further capital expenditures is
$2,020,000.

      Under certain circumstances, the underlying Base Rent for a course will be
increased when we agree to pay for significant capital improvements or to expand
the existing Golf Courses. Of our $7,567,000 outstanding capital improvement
commitments approximately $2,300,000 has been funded to date which represents
the Pete Dye Clubhouse loan. This loan may be capitalized into the base rent
when the Clubhouse is completed.

      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 Participating Lease and bear interest at fixed and variable
rates between 9.74% and 11.2% per annum. Of our $12,924,000 working capital
commitments, approximately $10,309,000 have been funded to date. In addition, a
$3,500,000 land loan was funded to the lessee of the Pete Dye Golf Club at the
time of purchase. Typically, the lessee is required to increase the pledged
collateral for the funded amounts. In summary, we have currently funded
$16,105,000 of the total commitments to date of $23,991,000.

      Under the Performance Option for the Participating Leases, during years
three through five of each Participating Lease, the operator or its affiliate,
subject to certain qualifications and restrictions, may elect one time to
increase the Base Rent in order to receive additional OP Units or Common Stock.
An operator's ability to exercise the Performance Option and the number of OP
Units or Common Stock issuable to such prior owner in connection therewith, will
depend on future operating results at the applicable Golf Course and therefore
cannot be determined in advance.

Litigation

      Concordia I, L.P. v. Golf Trust of America, Inc., et al. On April 5, 2001,
a class action lawsuit was filed in the Circuit Court for Baltimore City,
Maryland against Golf Trust of America, Inc., its directors and officers and Mr.
Young. The lawsuit was brought by Concordia I, L.P., which claims to be one of
our stockholders and which seeks to prosecute its claim on behalf of all of our
stockholders other than the defendants and their affiliates or immediate family
members. The lawsuit seeks damages in an unspecified amount. The plaintiff
alleges that our payments to our officers under their employment contracts and
our agreement to sell golf courses to Legends resulted from a breach of the
defendants' fiduciary duties to stockholders and that these transactions
constitute non-pro rata liquidating distributions allegedly in violation of our
charter and Maryland law. Finally, the plaintiff alleges that our preliminary
proxy statement contained materially misleading statements and omissions and, on
that basis, the plaintiff seeks to void any vote taken pursuant thereto.

      We currently are in litigation or disputes over lessees events of defaults
under the Participating Leases or other matters with several of our lessees.
Management does not believe the outcome of these matters will have a material
impact on the financial condition of the Company.

      Two complaints (a federal and state court action) have been filed
against GTA related to the Sandpiper Golf Course alleging that the Company
breached, among other things, its promise under the Golf Utilization Agreement
and failed to perform under the terms of the Participating Lease. The
plantiffs are seeking damages in excess of $50 million. On March 31, 2001, in
the case of the federal court action the parties filed a stipulation in court
to dismiss the action in its entirety without prejudice. Plaintiffs have
indicated that they will file a similar action in state court, but to date we
have not been served with pleadings from any such action to indicate that a
state action has been refiled. It is not

                                       13
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


possible to predict the outcome of these disputes, and accordingly, the
financial statements do not include adjustments that may be required in
connection with the resolution of these complaints.

        Owners and operators of golf courses are subject to a variety of legal
proceedings arising in the ordinary course of operating a golf course, including
proceedings relating to personal injury and property damage. Such proceedings
are generally brought against the operator of a golf course, but may also be
brought against the owner. The Participating Leases provide that each Lessee is
responsible for claims based on personal injury and property damage at the Golf
Courses which are leased and require each Lessee to maintain insurance for such
purposes. Although the Company is currently not party to any legal proceedings
relating to the Golf Courses that would have a material adverse effect upon the
Company's business or financial position, it is possible that in the future the
Company could become a party to such proceedings.

Events of  Default under the Participating Lease

      An "event of default" may be declared when a tenant fails to pay rent
timely under the Participating Lease. GTA has elected to pursue legal remedies
available to it under its Participating leases to cure such events of default
that have occurred at the following courses: Tierra Del Sol Golf Club, Osage
National Golf Club, Mystic Creek Golf Club, Metamora Golf Club, Palm Desert
Country Club, and Brentwood Golf & Country Club. As a result, in 2000, GTA took
possession and assumed management of Tierra Del Sol, Osage, Palm Desert and
Brentwood but has subsequently sold Brentwood and Palm Desert. GTA has also sold
Metamora and is in litigation with regard to the possession of the Mystic Creek.
The pledged collateral under the Participating Leases for the managed courses
was foreclosed upon and applied to accrued rent and related charges through the
date that we took the golf course over.

Employment Agreements

      Under their employment agreements, our executives are entitled to
payments aggregating approximately $2,526,000 upon the later of stockholder
approval of the plan of liquidation and the repayment of all of our credit
facilities and line of credit. The executives are entitled to additional
payments aggregating approximately $1,895,000 upon the later of our repayment
of all of our credit facilities and the one-year anniversary of board
adoption of the plan of liquidation. Any severance payments otherwise payable
under the employment agreements will be reduced by the amount of the above
payments that we make.

      These payments to our executives described above may constitute parachute
payments under the Internal Revenue Code and could be subject to excise tax.
Such excise taxes could be triggered, if a change in control were to occur, as
defined by the Internal Revenue Code, and all payments due the executives under
their employment agreements were determined to be parachute payments. The amount
of "gross-up" excise tax payments due could be as much as $4.7 million.

Employee Loans

      Employee loans, namely to a former executive officer, in the aggregate
amount of $852,000 were outstanding on February 25, 2001 and were written off
in the first quarter. Pursuant to the terms of the related promissory notes
these notes converted to non-recourse upon our board's approval of the plan
of liquidation which occurred on February 25, 2001. These notes are
collateralized with a total of 39,520 common shares of GTA stock. Due to the
fact that these notes are now

                                       14
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


non-recourse, we do not expect the borrowers to re-pay the principal value of
the note and have deemed them uncollectible. The aggregate amount of these notes
was charged to expense in the first quarter.

6. Asset Dispositions

      In the first quarter, we disposed of the following five golf courses:

<TABLE>
<CAPTION>
                                                                                           No. of                 Year
Golf Course Name                                                        City and State      Holes      Yardage    Opened
----------------                                                        --------------      -----      -------    ------
<S>                                                            <C>                             <C>       <C>      <C>
Raintree Golf Course...............................                          Akron, OH         18        6,886    1992
Ohio Prestwick Country Club........................                          Akron, OH         18        7,066    1972
Persimmon Ridge Country Club.......................                     Louisville, KY         18        7,129    1989
Club of the Country................................                      Louisburg, KS         18        6,357    1979
Brentwood Golf & Country Club......................            White Lake Township, MI         18        6,262    1995
</TABLE>

Each disposition is summarized below:

      o     Raintree Golf Course and Ohio Prestwick Country Club. On January 4,
            2001, we completed the sale of Raintree Golf Course and Ohio
            Prestwick Country Club to an affiliate of the prior owner of
            Raintree Golf Course, who was the lessee at both Golf Courses, for
            total consideration of $10.65 million.

      o     Persimmon Ridge Country Club. On February 15, 2001, we completed the
            sale of Persimmon Ridge to Persimmon Ridge Golf Course, Inc., an
            affiliate of Persimmon Ridge Development Company for total
            consideration of $5.2 million. The terms of the sale include the
            termination of the Participating Lease between us and Legends
            National Golf Management, LLC.

      o     Brentwood Golf & Country Club. On March 20, 2001, we completed the
            sale of Brentwood to Brentwood Golf Club, LLC, for total
            consideration of $2.6 million.

      o     Club of the Country. On March 16, 2001, we completed the sale of
            Club of the Country to Hogan-Ann-Nicklaus, LLC, for total
            consideration of $2.655 million. The terms of the sale include the
            assignment of the Participating Lease between us and Golf Properties
            of the Country, LLC, to the purchaser.

7. Other Assets

      Other Assets consists of rent receivable from non-affiliates, note
receivable on land sale, insurance proceeds receivable, deferred expenses,
capitalized loan fees, loans to employees, and loans to non-affiliate lessees.
Included


                                       15
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


in the balance of rent receivable from non-affiliates is approximately
$1,120,000 attributed to Mystic Creek Golf Club which is currently in legal
proceedings originally initiated by us based upon lessee defaults under the
Participating Lease. The value of the collateral held by the Operating
Partnership against the lessee's obligations under the Participating Lease
exceeds the total amount recorded as of March 31, 2001. We have been unable to
take possession of this collateral and the property due to the fact that the
eviction action was automatically stayed by the bankruptcy court on February 25,
2000. No Rent Revenue was recognized for this Golf Course after October 2000.
Unless we receive court ordered rent payments, no further Rent Revenue for this
Golf Course will be recognized until the legal proceedings are concluded.

8. Debt

      Debt consists of the following:

<TABLE>
<CAPTION>
------------------------------------------------------------------------ ------------------- ----------------
                                                                             March 31,       December 31,
(In thousands)                                                                  2001              2000
------------------------------------------------------------------------ ------------------- ----------------
<S>                                                                                <C>              <C>
Revolving Credit Facility
$200.0 million unsecured, with weighted average interest rates of                  $185,563         $200,000
9.21% per annum and 8.27% per annum, respectively, maturing April 2002
------------------------------------------------------------------------ ------------------- ----------------
Line of Credit
$10.0 million unsecured line of credit with weighted average interest                 2,519            2,700
rates of 9.39% per annum and 8.25% per annum, respectively, which
matured March 31, 2001
------------------------------------------------------------------------ ------------------- ----------------
Note Payable
Secured financing, collateralized by certain Golf Courses, with                      11,961           12,050
interest rates of 8.75% per annum maturing November 2016
------------------------------------------------------------------------ ------------------- ----------------
Note Payable
Secured financing, collateralized by certain Golf Courses, with an                   10,000           10,000
interest rate of prime (9.5% per annum at March 31, 2001 and
Decembr 31, 2000) maturing July 2002
------------------------------------------------------------------------ ------------------- ----------------
Total                                                                              $210,043         $224,750
------------------------------------------------------------------------ ------------------- ----------------
</TABLE>

Revolving Credit Facility and Line of Credit

      The Credit Facility availability is limited by a covenant that requires us
to maintain unencumbered assets with an aggregate value (as determined in
accordance with the Credit Facility) of at least 175% of the amount of our
unsecured debt, including obligations owed under the Credit Facility. In
addition, no more than 20% of our borrowings under this Credit Facility may be
used for working capital needs of the Company. Financial covenants include net
worth, liquidity and cash flow covenants, among others. Non-financial covenants
include restrictions on loans outstanding, construction in progress, loans to
officers and changes in certain members of the Board of Directors, among others.

      The agent for the lender asserts that the value of our unencumbered
pool does not satisfy the 175% coverage requirement, due to the exclusion of
five properties during the six month period ended December 31, 2000. We
understand that our lenders excluded the Golf Courses for the following
reasons: two were excluded as a result of a material default by the lessees
under their Participating Leases, two were excluded for allegedly failing the
Gross Golf Revenue test as set forth in the Credit Facility, and one was
excluded as a result of the lessee's delinquent


                                       16
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


payment of rent. Three additional Golf Courses have been excluded from our
unencumbered pool in the first quarter due to the sale of these properties. In
addition, the lenders have asserted that we are currently in violation of
several of the financial covenants of the Credit Facility due to the write-down
in the value of certain of our assets, a decrease in revenues from lessee
defaults under Participating Leases, and related increases in expenses, as well
as expenses incurred as a result of the strategic alternatives review process
and the proposed plan of liquidation. We have met with the lenders under our
Credit Facility and are seeking to negotiate an amendment of that agreement. We
were notified by our lenders on March 5, 2001 that our interest rate would
thereafter be at the default rate of interest (prime rate plus 2%) as defined in
our Credit Facility. We can provide no assurance that we will be able to cure
the alleged defaults or obtain a waiver from the lenders under our Credit
Facility, or that we will be able to amend or restate the Credit Facility. We
also face the possibility that the performance of other lessees under
Participating Leases will trigger additional covenant violations or alleged
covenant violations.

      The $10,000,000 unsecured line of credit matured on March 31, 2001;
however, this line has an outstanding balance of $2,283,000 as of May 11, 2001.

      Subsequent to March 31, 2001, we have repaid approximately $222,000 on our
line of credit and have made principal payments on our Credit Facility of
approximately $16,469,000 from proceeds from asset sales.

      All amounts outstanding under the Credit Facility and the unsecured line
of credit were based on the Eurodollar rate and a margin of 1.75% until November
2000. Thereafter, due to the lenders asserted defaults, we have paid interest at
the prime rate for an average interest rate of 8.27% per annum for 2000. For
periods after March 1, 2001, all amounts outstanding will accrue interest based
on the default interest rate of prime plus 2% for an approximate average
interest rate of 9.5% per annum.

9. Stock Options and Awards

Loans to Officers

      The Compensation Committee of the board has authorized us from time to
time to make loans to our officers to help them pay their personal income tax
liability arising in connection with their non-cash compensation and benefit
arrangements. These loans were forgiven pursuant to the terms of the related
promissory notes upon our board's approval of the plan of liquidation on
February 25, 2001. The aggregate amount of indebtedness, including accrued
interest, outstanding on February 25th was $2,847,000, $2,164,000 owed by Mr.
Blair and $683,000 owed by Mr. Peters.

      Pursuant to the terms of our officers' employment agreements, as amended
on February 25, 2001, we made additional loans of $1,595,000 to our executive
officers on February 25, 2001 for the payment of personal income taxes arising
from the acceleration of their restricted stock grants and the forgiveness of
their outstanding debt to the Company that occurred on such date. These new
loans are evidenced by promissory notes and secured by the holdings of our
Common Stock. Interest accrues on these loans at 5.06% (the applicable federal
rate on the date of the loan) and is due at maturity. These loans mature at the
earliest of the following: (i) February 25, 2006; (ii) three years following
termination of the borrower's employment; or (iii) the date of the final
distribution under the plan of liquidation. At any time when the loan is
over-secured, the borrower has the right to sell the Common Stock securing the
loan, provided that all proceeds of the sale are first applied to the loan. All
distributions (including any


                                       17
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


liquidating distributions) on the Common Stock securing the loan are applied
against the loan. The related promissory notes are non-recourse to the borrower.

      This debt forgiveness of $2,983,000 plus amortization of restricted stock
compensation of $1,544,000 related to the accelerated vesting of 90,897 shares
of restricted stock previously issued to the executive officers of the Company,
was recorded as compensation expense in the first quarter of 2001.


                                       18
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


10. Transactions with Affiliate and Significant Lessee

      Legends Golf Management, LLC (Legends Golf) is a significant lessee of
Golf Courses in our portfolio. Legends Golf is a golf course management group
consisting of eight companies affiliated through common ownership that operates
a portfolio of 11.5 Golf Courses owned by us and subject to Participating
Leases. Legends Golf derives revenues from the operation of Golf Courses
principally through receipt of green fees, membership fees, golf cart rentals,
and sales of food, beverage and merchandise.

      Effective July 1, 1999, Larry D. Young, one of our former directors and
the principal owner of Legends Golf, acquired the stock of the lessee of the
Bonaventure Golf Courses.

      Effective August 17, 1999, Mr. Young, through an affiliated entity named
"Legends National Golf Management, LLC," also became the lessee at four Golf
Courses previously leased to Granite Golf Group or its affiliates prior to their
default under the Participating Leases. These Golf Courses are Persimmon Ridge
Golf Club, Silverthorn Country Club, Black Bear Golf Club and Tiburon Golf Club.
Persimmon Ridge Golf Club and Silverthorn Country Club were sold to third
parties on February 15, 2001and April 12, 2001, respectively.

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

<TABLE>
<CAPTION>
                                                               March 31,   December 31,
(In Thousands)                                                    2001         2000
-------------------------------------------------------------------------------------------
<S>                                                         <C>              <C>
Current assets                                                   $4,242       $4,505
Non-current assets                                               31,145       35,889

Total assets                                                $   $35,387      $40,394
                                                                =======      =======

Payable to Golf Trust of America, L.P.                           $8,616       $8,619
Other current liabilities                                        30,219       31,914
 Long-term liabilities                                           12,856       16,116
 Owners' equity (capital deficit)                               (16,304)     (16,255)
                                                                -------      -------

Total liabilities and owners' equity (capital deficit)          $35,387      $40,394
                                                                =======      =======
</TABLE>

      Included in the balance of "Payable to Golf Trust of America, LP" are
working capital advances totaling approximately $6,641,000 which bear interest
at 10% per annum. The maturity date for working capital advances of $600,000 has
been extended from August 25, 2000 to August 25, 2001 with the balance due at
the end of the Participating Lease term. The note for the working capital
advance of $285,000 to Persimmon Ridge was canceled


                                       19
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


in conjunction with the sale of this asset. Subsequent to the quarter end, the
note for the working capital advance of $300,000 to Silverthorn was canceled in
conjunction with the sale of this asset to a third party.

                        For the three months ended
   (In Thousands)                March 31,
     (unaudited)         2001              2000
------------------------------------------------------

   Total Revenues        $ 8,027         $ 8,556
   Operating Loss        $  (901)        $(1,046)
  Net (Loss) Income      $  (528)        $    22

11. Subsequent Events

      Payment of Dividends

      On April 2, 2001, the Board of Directors declared a quarterly dividend
distribution of $0.25 per share of Common Stock for the quarter ended March 31,
2001, to stockholders of record on April 16, 2001, which was paid on April 30,
2001. Also, on April 30, 2001, the Series A Preferred Stockholder was paid a
dividend of $0.58 per share also declared on April 2, 2001.

      Asset Dispositions

      We sold four additional golf courses: Metamora Golf & Country Club,
Silverthorn Country Club, Palm Desert Country Club, and Woodlands Golf Course,
for total consideration of $19,656,000 resulting in a net loss of $152,000. We
used the net proceeds to make debt principal payments totaling $16,391,000.


                                       20
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)


Plan of Liquidation

      During 2000, management and the board of directors observed increasingly
unfavorable trends in the golf course industry, including the supply and demand
imbalance, the limited availability of debt and equity capital and the general
impact of the national and global economic concerns. This business environment
has posed a significant challenge due to the fact that, as a REIT utilizing the
triple-net lease structure, we are not able to control the direct operation of
our Golf Courses without jeopardizing our REIT status.

      We have experienced lessee defaults at 8.5 of our Golf Courses (6
lessees) and face the risk of additional lessee defaults in the near future.
These lessee defaults have decreased revenue due to the lost rent and
increased expenses from litigation process and to the costs incurred to
transition operational control of these assets. During 2000, we terminated
the Participating Lease and assumed operations of 5 of these Golf Courses for
which the respective lessee was in default under their Participating Lease.
As of May 11, 2001, we have sold 2.5 of these golf courses and are continuing
to operate the remaining 2.5 golf courses.

      As of the filing of our Annual Report on Form 10K on March 14, 2001, we
had 3.5 other Golf Courses that were still subject to litigation, 2.5 of
which were in bankruptcy proceedings. One of the Golf Courses which was
subject to bankruptcy proceedings was sold subsequent to quarter end.
Additionally, according to the most recent financial information provided to
us by our lessees, the financial performance at 20.5 of our other 38.5 Golf
Courses has deteriorated to the point where the lessees are not generating
sufficient cash flow to cover their rent obligations.

      On February 25, 2001, the independent committee of our Board
unanimously recommended and our Board of Directors unanimously adopted a plan
of liquidation for Golf Trust of America, Inc. and our operating partnership,
Golf Trust of America, L.P. subject to approval by our stockholders. The plan
was developed after a thorough review of strategic alternatives that
commenced in February of 2000 with the assistance of our financial advisors.

      The plan of liquidation will be submitted to a vote of our common
stockholders by means of a proxy statement that was mailed to all such
persons on or about April 6, 2001 and a special meeting to be held on May 22,
2001. Our preferred stockholders will also vote on the plan, as a separate
class, at the special meeting.

      In connection with the plan of liquidation, we have entered into a voting
agreement with our sole preferred stockholder, AEW Targeted Securities Fund,
L.P. Under the voting agreement, AEW has agreed, among other things, to vote in
favor of the plan of liquidation. We agreed under the voting agreement, in the
event that common stockholders approve the plan of liquidation and the agreement
is not otherwise terminated, to redeem all of the shares of Series A Preferred
Stock for $25 per share plus dividends accrued and unpaid thereon through the
date of the final redemption payment. We agreed to so redeem the Series A
Preferred Stock promptly after we have determined in good faith that we have
received sufficient net proceeds from the disposition of our assets and/or
operations to redeem all of the shares without violating any legal or
contractual obligations. We have further agreed that other than common dividends
for the first and second quarter of 2001 in an amount not to exceed $0.25 per
share which we are permitted to make, we will make no further regular common
dividend distributions without AEW's consent until the preferred stock is
redeemed, other than distributions that are required to maintain our status as a
REIT and other distributions that we may be required to make to avoid the
payment of certain taxes resulting from the sale of our properties.

      In connection with the plan of liquidation, we entered into an
agreement with an affiliate of its largest lessee, Legends, to sell to that
affiliate the up to 12.5 (eighteen-hole equivalent) Golf Courses leased by
Legends. Total

                                       21
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)


consideration payable by Legends' affiliate under that agreement was valued
at $112.9 million, consisting of cash, redemption of Legends' operating
partnership units and up to a $5.0 million secured promissory note from
Legends. In addition, Legends will be released from its obligation to repay
working capital loans in the amount of approximately $6.6 million. We have
the right to terminate the sale if stockholders do not approve the plan of
liquidation. We may accept superior offers for these golf courses (other than
five Myrtle Beach courses) upon payment of a break-up fee to Legends.
Subsequent to the signing of this agreement, we accepted a superior offer for
one of these golf courses reducing the total consideration payable by the
Legends' affiliate under their agreement to $109.4 million. The sale is also
subject to customary closing conditions. Legends is affiliated with Mr. Larry
D. Young, one of our former directors, who resigned from the Board upon the
Board's approval of this transaction.

      Further, Legends, is losing money on a number of its leases. Unless
Legends is able to improve the performance of the golf courses it leases from
us, or is able to obtain money from other sources, we face the risk that
Legends could default on one or more of its leases. Defaults by Legends could
materially harm our financial performance, since the 12.5 golf courses that
Legends leased from us in 2000 provided $18.7 million of our total 2000
annual revenue of $55.5 million.

      The ability of Legends to complete its purchase of the Golf Courses is
not assured and, in the event Legends cannot complete the purchase, the plan
of liquidation could be jeopardized. Legends' ability to purchase the Golf
Courses depends on its ability to obtain adequate financing. Legends has
incurred losses and its current liabilities exceed its current assets.
Legends has advised us that it is negotiating with its lender to refinance
its debt and to obtain new financing sufficient to acquire the Golf Courses,
and we understand that it has obtained a commitment letter from a bank to
accomplish the refinancing; however, there can be no assurances that Legends
will be able to complete the purchase.

      Based on the direction of the board and available information from the
review of our strategic alternatives including the board's adoption of the plan
of liquidation on February 25, 2001, management concluded that, under the
provisions of Statement of Financials Accounting Standards, or SFAS, No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, and SFAS No. 114, Accounting by Creditors for Impairment of a
Loan, an impairment of its long-lived assets and certain of its notes receivable
had occurred. Management's estimate of the value of its portfolio of golf
courses resulted in an impairment loss of $62.5 million recorded in 2000. As a
result of these losses and the lessee defaults, our lenders have asserted that
we are in violation of several of the required covenants of our credit facility.
We have been negotiating with our lenders to amend the credit facility to
establish new terms that consider, among other things, the proposed plan of
liquidation. However, amendments to the credit facility are likely to impose
additional restrictions on our operations and increase the interest rate we pay.
In addition, we believe that the amendments will require us to pay a higher rate
of interest if the plan of liquidation is not approved, and we believe that it
would be difficult or impossible to refinance our senior credit agreements under
current market conditions. We currently face the risk that the lenders under
those agreements may accelerate our obligations to them. An acceleration could
require us to seek bankruptcy court protection, which could jeopardize the plan
of liquidation. No assurance can be given that we will reach an agreement
with our lenders to amend the credit facility.

Commitments and Contingencies

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 six consecutive times for a period of 5 years. From the minimum lease
payments, the Company is generally

                                       22
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)


required to make available a reserve of 2% to 5% of the annual gross golf
revenue of each course for capital expenditure reimbursement to the lessee
subject to approval by the Company. The capital expenditure reserve is used for
replacement and enhancement of the existing facilities and is allocated to short
and long-term categories and therefore the balance may not be currently
available to the lessees. As of May 11, 2001 the aggregate commitment to fund
further capital expenditures is $2,020,000.

      Under certain circumstances, the underlying base rent for a course will be
increased when the Company agrees to pay for significant capital improvements or
to expand the existing facilities. Of the Company's $7,567,000 outstanding
capital improvement commitments approximately $2,300,000 has been funded to date
which represents the Pete Dye Clubhouse loan. This loan may be capitalized into
the base rent when the Clubhouse is completed.

      In limited circumstances the Company agrees 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 and
variable rates between 9.74% and 11.2%. Of the Company's $12,924,000 working
capital commitments, approximately $10,309,000 has been funded to date. In
addition, a $3,500,000 land loan was funded to the lessee of the Pete Dye Golf
Club at the time of purchase. Typically, the lessee is required to increase the
pledged collateral for the funded amounts. In summary, the Company has currently
funded $16,105,000 of the total commitments to date of $23,991,000.

      Under the Performance Option for the Participating Leases, during years
three through five of each Participating Lease, the operator or its affiliate,
subject to certain qualifications and restrictions, may elect one time to
increase the Base Rent in order to receive additional OP Units or Common Stock.
An operator's ability to exercise the Performance Option and the number of OP
Units or Common Stock issuable to such Prior Owner in connection therewith, will
depend on future operating results at the applicable Golf Course and therefore
cannot be determined in advance.

Employee Loans

      Employee loans in the aggregate amount of $852,000 were outstanding on
February 25, 2001 and were written off in the first quarter. Pursuant to the
terms of the related promissory notes these notes converted to non-recourse
upon our board's approval of the plan of liquidation which occurred on
February 25, 2001. These notes are collateralized with a total of 39,520
shares of GTA Common Stock. Due to the fact that these notes are now
non-recourse, we do not expect the borrowers to repay the principal value of
the note and have deemed them uncollectible. The aggregate amount of these
notes was charged to expense in the first quarter.

Employment Agreements

      Under the amended employment agreements, our executives are entitled to
payments aggregating approximately $2,526,000 upon the later to occur of
stockholder approval of the plan of liquidation and the repayment of our
credit facilities and line of credit. The executives are entitled to
additional payments aggregating approximately $1,895,000 upon the later of
our repayment of all of our credit facilities and the one-year anniversary of
board adoption of the plan of liquidation. Any severance payments otherwise
payable under the employment agreements will be reduced by the amount of the
above payments that we make.

                                       23
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)


      These payments to our executives described above may constitute parachute
payments under the Internal Revenue Code and could be subject to excise tax.
Such excise taxes could be triggered, if a change in control were to occur, as
defined by the Internal Revenue Code, and all payments due the executives under
their employment agreements were determined to be parachute payments. The amount
of "gross-up" excise tax payments due could be as much as $4.7 million.

Loans to Officers

      The Compensation Committee of the board has authorized us from time to
time to make loans to our officers to help them pay their personal income tax
liability arising in connection with their non-cash compensation and benefit
arrangements. These loans were forgiven pursuant to the terms of the related
promissory notes upon our board's approval of the plan of liquidation on
February 25, 2001. The aggregate amount of indebtedness, including accrued
interest, outstanding on February 25th was $2,847,000, $2,164,000 of which
was owed by Mr. Blair and $683,000 of which was owed by Mr. Peters.

      Pursuant to the terms of our executive officers' employment agreements,
as amended on February 25, 2001, we made additional loans of $1,595,000 to
our executive officers on February 25, 2001 for the payment of personal
income taxes arising from the acceleration of their restricted stock grants
and the forgiveness of their outstanding debt to us that occurred on such
date. These new loans are evidenced by promissory notes and secured by their
Common Stock. Interest accrues on these loans at 5.06% per annum (the
applicable federal rate on the date of the loan) and is due at maturity.
These loans mature at the earliest of the following times: (i) February 25,
2006, (ii) three years following termination of the borrower's employment
with our company, or (iii) the date of the final distribution under the plan
of liquidation. At any time when the loan is over-secured, the borrower has
the right to sell such Common Stock securing the loan, provided that all
proceeds of the sale are first applied to the loan. All distributions
(including any liquidating distributions) on the stock securing the loan are
applied against the loan. The related promissory notes are nonrecourse to the
borrower.

      This debt forgiveness of $2,847,000 plus income of $627,000 related to
the accelerated vesting of 78,397 shares of restricted stock, 49,209 of which
are held by Mr. Blair and 29,188 of which are held by Mr. Peters, at a value
of $8.00 per share was recorded as compensation expense in the first quarter
of 2001.

Dispositions

      Since our annual report, we have disposed of the following five Golf
Courses:

<TABLE>
<CAPTION>
                                                                                           No. of                 Year
Golf Course Name                                                        City and State      Holes      Yardage    Opened
----------------                                                        --------------      -----      -------    ------
<S>                                                            <C>                             <C>       <C>      <C>
Club of the Country.....................................                 Louisburg, KS         18        6,357    1979
Brentwood Golf & Country Club...........................       White Lake Township, MI         18        6,262    1995
Metamora Golf & Country Club............................                  Metamora, MI         18        6.933    1992
</TABLE>


                                       24
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)


<TABLE>
<S>                                                            <C>                             <C>       <C>      <C>
Silverthorn Country Club................................               Brooksville, FL         18        6,827    1994
Palm Desert Country Club................................               Palm Desert, CA         27        6,678    1957
Woodlands Golf Course...................................               Gulf Shores, AL         18        6,584    1994
</TABLE>

Each disposition is summarized below:

      o     Brentwood Golf & Country Club. On March 20, 2001, we completed the
            sale of this Golf Course to Brentwood Golf Club, LLC, for total
            consideration of $2.6 million.

      o     Club of the Country. On March 16, 2001, we completed the sale of
            this Golf Course to Hogan-Ann-Nicklaus, LLC, for total consideration
            of $2.655 million. The terms of the sale include the assignment of
            our interest in the Participating Lease to the purchaser.

      o     Metamora Golf & Country Club. On April 9, 2001, we closed the
            sale of this Golf Course to Metamora Golf Operating Company, LLC,
            which is owned by local interests, for total consideration of
            $4.93 million.

      o     Silverthorn Country Club. On April 12, 2001, we closed the sale
            of this Golf Course to Silverthorn Associates, LLC, a local
            company with interests in the immediate community, for total
            consideration of $4.25 million. The terms of the sale include the
            termination of the participating lease between our company and
            Legends National Golf Management, LLC.

      o     Palm Desert Country Club. On April 20, 2001, we closed the sale
            of this Golf Course to Dahoon Investment Company, a California
            corporation with interests in the immediate community, for total
            consideration of $4.075 million.

      o     Woodlands Golf Course. On May 1, 2001, we closed the sale of this
            Golf Course to Brights Creek Development Company, LLC, an
            affiliate of the lessee and previous owner of the golf course,
            for total consideration of $6.4 million.

Results of Operations

For the Three Months Ended March 31, 2001 and 2000


    For the three months ended March 31, 2001 and 2000, we received
$11,711,000 and $14,438,000, respectively,  in revenue from the Participating
Leases and the mortgage note receivable.  The decrease in revenues of
$2,727,000, or 19%, is due primarily to lost rental revenues as follows:
$1,984,000 from the Participating Leases in which the lessees are in default,
$434,000 from the four Golf Courses that were sold in the first quarter of
2001, and $536,000 in rental income from the four Golf Courses managed by
Legends National which was deferred pursuant to the terms of the Legends
purchase agreement.  In addition,  miscellaneous revenue decreased $64,000
due to amortization of straight-line rents and decreases in other charges
billed to lessees pursuant to the Participating Leases.  The decreases in
revenue were offset by revenue increases as follows:  minimum base rent
increases of approximately $272,000 (which represents a 3% average increase),
a $4,000 net increase in capital expenditure reserve, and $15,000 in
additional income  from the mortgage note receivable composed of $108,000 of
additional interest reflecting increased principal outstanding and minimum
increases under the mortgage note offset by a decrease of $93,000 in the
amount of straight-line interest income recognized on the mortgage.

                                       25
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)


    Expenses totaling $11,569,000 and $6,132,000 for the three months ended
March 31, 2001 and 2000, respectively, reflect general and administrative
expenses, depreciation and amortization, and interest expense. The increase of
$5,437,000 is primarily due to the increase of $2,784,000 in legal and other
professional fees (which includes legal, tax, audit, and financial advisors,
among others) incurred as part of the strategic alternatives review process, the
increase of $1,330,000 in amortization of restricted stock resulting from the
accelerated vesting of all unvested shares of restricted stock previously issued
to our executive officers, and the increase of $4,854,000 in wages & benefits
expense due to the forgiveness of officer loans and certain payments made to our
executive officers pursuant to the terms of their amended employment contracts.
In addition, we wrote off loans to other employees, namely a former executive
officer, aggregating approximately $852,000. Amortization of loan fees increased
$47,000 and fluctuations in other miscellaneous general and administrative
accounts netted to an increase of $36,000. These increases were offset by a
decrease of $4,660,000 in depreciation expense due to the fact that we did not
record any depreciation expense in the first quarter of 2001 as our assets were
deemed to be "assets held for sale" based on our proposed plan of liquidation.

    Interest expense was $5,068,000 for the three months ended March 31, 2001
compared to $4,354,000 for the three months ended March 31, 2000 due to the
increase in the interest rate. All amounts outstanding under the credit facility
and the unsecured line of credit were based on the Eurodollar rate and a margin
of 1.75% until November of 2000 after which date, due to the non-compliance
issues asserted by our lenders, we have paid interest at the prime rate plus 2
percent for an average interest rate in the first quarter of approximately 9.3 %
per annum.

   Interest income for the first quarter of 2001 and 2000 was approximately
$427,000 and $603,000, respectively. The net gain realized on the disposition
of assets in the first quarter was $207,000.

   For the three months ended March 31, 2001 the net loss was $4,292,000
compared to net income of $4,555,000 for the three months ended March 31,
2000. The decrease in net income is the result of lost rental revenue and
expenses related to the strategic alternatives review process.

Lessee Defaults and Legal Proceedings

      We are currently in litigation or disputes over events of defaults or
other matters with several of our lessees and are party to other lawsuits
unrelated to its lessees. Management does not believe the outcome of these
matters will have a material impact on our financial condition. See Part II.
Item 1--"Legal Proceedings."

Wekiva Golf Club/Sweetwater Country Club

      We and Diamond Players Club, L.C., an affiliate of the lessees at
Wekiva Golf Club and Sweetwater Country Club, entered into a sale agreement
dated October 10, 2000 in which Diamond Players Club, L.C. agreed to purchase
the two golf courses for $10,000,000. The closing was scheduled to take place
on or before December 15, 2000. On December 1, 2000, we entered into a first
amendment to the sale agreement with the buyer in which we reduced the
purchase price to $9,500,000. On December 15, 2000 we entered into a second
amendment to the sale agreement with the buyer in which we extended the
closing date to December 29, 2000. On February 8, 2001, we entered into a
third amendment to the sale agreement in which we extended the closing date
to March 30, 2001 and, in addition, the lessee agreed to pay all outstanding
rent for December 2000, January 2001, and February 2001, which we have
received. On March 1, 2001, we entered into a fourth amendment to the sale
agreement in which we reduced the purchase price to $9,130,000. On March 30,
2001, we entered into a fifth amendment to the sale agreement in which we
extended the closing date to April 30, 2001 and, in addition, the lessee paid
all outstanding rent due in March 2001 and prepaid the first half of April
2001 rent. Further, in connection with the fifth amendment to the sale
agreement, we liquidated the letter of credit in the amount of $1,500,000
with the consent of the lessee. On April 30, 2001, we entered into a sixth
amendment to the sale agreement in which we extended the closing date to May
16, 2001 and the lessee paid the remaining portion of the outstanding April
2001 rent and prepaid the first half of May 2001 rent. Thus, the lessee has
paid its rent obligation in full from December 1, 2001 to May 15, 2001. We
have agreed to defer receipt of  past due rent for the months of  September
2000  through November 2000 totaling approximately $350,000 until the
transaction closes. The sale agreement contemplates that if the transaction
does not close on or before May 16, 2001, we shall retain the proceeds of the
liquidated letter of credit in the amount of $1,500,000, and the lessees have
agreed to deliver possession of both golf courses to us on May 18, 2001.

      We face the risk that these golf courses may not be sold in accordance
with the terms of the sale agreement, or otherwise, and that even if a
closing occurs, it may not occur by the agreed-upon time.

The Pete Dye Golf Club

      We, together with Golf and Fairway, L.L.C., a West Virginia limited
liability company, an affiliate of the lessee at the golf course, entered
into a purchase and sale agreement dated February 9, 2001, in which the
purchaser agreed to purchase the golf course and related assets for a total
purchase price of $15,800,000. The closing date was scheduled for April 6,
2001. The transaction failed to close and the buyer has no further rights
under the purchase agreement, but we are in the process of negotiating
revised deal terms. If outstanding rent currently due under this
Participating Lease is not brought current by May 16, 2001, this lessee will
be in default of their Participating Lease and we will seek legal remedies as
allowed under the Participating Lease.

      Owners and operators of Golf Courses are subject to a variety of legal
proceedings arising in the ordinary course of operating a Golf Course,
including proceedings relating to personal injury and property damage. Such
proceedings are generally brought against the operator of a golf course, but
may also be brought against the owner. The Participating Leases provide that
each Lessee is responsible for claims based on personal injury and property
damage at the Golf Courses which are leased and require each Lessee to
maintain insurance for such purposes. Although we are currently not party to
any legal proceedings relating to the Golf Courses that would have a

                                       26
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)

material adverse effect upon our business or financial position, it is
possible that in the future we could become a party to such proceedings.

      We have a policy of acting promptly and aggressively on any lessee
defaults in accordance with the terms of the lease, whether the defaults are
of a monetary or non-monetary nature. When a tenant fails to pay its rent in
accordance with the applicable lease, we, as landlord, may declare an "event
of default." When we declare an event of default, the tenant has a 10-day
grace period in which to cure the default, after which time we may seek to
exercise our remedies under the lease and under law. We have elected to
pursue legal remedies available to us under our Participating leases to cure
such events of default that have occurred at the following courses: Tierra
Del Sol Golf Club, Osage National Golf Club, Mystic Creek Golf Club, Metamora
Golf Club, Palm Desert Country Club, and Brentwood Golf & Country Club. As a
result, in 2000, GTA took possession and assumed management of Tierra Del
Sol, Osage, Palm Desert and Brentwood but have subsequently sold Brentwood
and Palm Desert. We have also sold Metamora and we are a party to pending
litigation with respect to the possession of Mystic Creek. The pledged
collateral under the Participating Leases for the managed courses was
foreclosed upon and applied to accrued but unpaid rent and related charges
through the date that we took possession of the applicable Golf Course.

      Additionally, according to the most recent financial information
provided to us by our lessees, the financial performance at 17.5 of our other
Golf Courses has deteriorated to the point where the lessees are not
generating sufficient cash flow to cover their rent obligations.

      In addition to litigation between lessor and lessee (and their
affiliates), owners and operators of golf courses are subject to a variety of
legal proceedings arising in the ordinary course of operating a golf course,
including proceedings relating to personal injury and property damage. Such
proceedings are generally brought against the operator of a golf course, but may
also be brought against the owner. Our participating leases provide that each
lessee is responsible for claims based on personal injury and property damage at
the golf courses which are leased and require each lessee to maintain insurance
for such purposes. We are not currently subject to any claims of this sort that
we deem to be material.

Liquidity and Capital Resources of the Company

      Our ability to meet our obligations in the near term is contingent upon
reaching agreement with our lenders regarding an amendment to our credit
facility, which we cannot be assured will occur. As discussed above in "Plan
of Liquidation," management estimates that if the plan of liquidation is
approved by the stockholders, proceeds will be adequate to pay our
obligations; however, there can be no assurances as to the outcome of the
vote on the plan or the proceeds therefrom.

Cash Flows for the three months ended March 31, 2001 and March 31, 2000

      Cash flow used in operating activities for the three months ended March
31, 2001 was $1,330,000 compared to cash flows provided by operating
activities for the three months ended March 31, 2000 of $6,768,000. This
reflects net (loss)income and the allocation of net (loss)income to the
minority interest plus non-cash charges to income for loan cost amortization,
restricted stock compensation amortization, decrease in officer loans,
depreciation, straight line rents and interest, and


                                       27
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)

working capital changes. For the three months ended March 31, 2001, $207,000 of
net gains on the disposal of assets is reflected in operating activities.

      Our investing activities provided $19,111,000 in cash flow from the sale
of five Golf Courses (Ohio Prestwick, Raintree, Persimmon Ridge, Brentwood and
Club of the Country) in the first quarter of 2001 offset by $826,000 used for
golf course capital replacements primarily at Eagle Ridge and the Legends Golf
Courses. This activity compared to $1,160,000 in improvements in the first
quarter of 2000. The 2000 improvements consisted primarily of $617,000 invested
in Cypress Creek Golf Club, $138,000 invested at Sandpiper and $405,000 of
miscellaneous improvements, replacements and capitalized costs among certain
other Golf Courses.

      During the first three months of 2001, our financing activities netted
to $16,623,000. We repaid $14,619,000 of our outstanding debt under the
credit facility and the unsecured line of credit, made new officer loans of
$1,920,000, principle payments on the note payable of $88,000, net proceeds
from issuance of common stock under the employee stock purchase plan of
$10,000 and $6,000 in costs related to the issuance of the preferred shares.
This compares to net financing activities of $4,525,000 during the first
three months of 2000. We borrowed $2,000,000 under the unsecured Line of
Credit, paid loan fees of $187,000 related to the six-month extension of the
unsecured line of credit, made new officer loans of $57,000, paid principal
payments on the note payable of $82,000 and paid dividends and partner
distributions of $6,199,000.

Credit Facility and Line of Credit

      Our lenders have asserted that we are in default under our $200 million
unsecured Revolving Credit Facility from a consortium of banks led by Bank of
America, as lead agent. This credit facility was amended and restated on April
6, 1999 to increase borrowing capacity to $200.0 million. We pay 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.

      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, among others.
Non-financial covenants include restrictions on loans outstanding,
construction in progress, loan to officers and changes in our board of
directors, among other matters. At the present time, the lenders have
asserted that we are not permitted to borrow additional funds under this
credit facility.

      Our one-year term $25.0 million unsecured line of credit from Bank of
America originally scheduled to mature on April 1, 2000 was extended to March
31, 2001 with a reduction in the availability to $10.0 million with the same
pricing that was in effect under the original line plus a 0.75% up-front
commitment fee. The balance outstanding on this line as of May 11, 2001 is
$2,283,000.

      Subsequent to March 31, 2001, we have repaid approximately $222,000 on our
line of credit and have made principal payments on our Credit Facility of
approximately $16,469,000 from proceeds from asset sales.


                                       28
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)

      We face the risk that we may not be able to cure the alleged defaults
under the credit facility, or obtain a waiver from the lenders of our alleged
defaults under the credit facility or reach an agreement with our lenders to
amend the credit facility or refinance such borrowings with a different
lender.

Funds from Operations and Cash Available for Distribution

      Funds From Operations and Cash Available for Distribution are calculated
as follows:

<TABLE>
<CAPTION>
                                                                    Three months ended March 31,
                                                                    ----------------------------
                                                                           2001       2000
                                                                           ----       ----
<S>                                                                      <C>        <C>
(Loss) income before Minority Interest ...............................   $(4,292)   $ 4,555
(Gain)loss on sale of assets .........................................      (207)        --
Depreciation  and  amortization  for real estate assets ..............        --      4,626
Preferred Dividends/Distributions ....................................        --       (499)
                                                                         ------------------
Funds from Operations available to common stockholders and OP unit
  holders ............................................................    (4,499)     8,682
Adjustments:
  Non-cash mortgage interest and straight line rents .................      (583)      (174)
  Capital expenditure reserve ........................................       (22)      (688)
                                                                         ------------------
Cash Available for Distribution ......................................   $(5,104)   $ 7,820
                                                                         ==================
</TABLE>

      Non-cash mortgage interest revenue and straight line rents represents the
difference between interest revenue on the participating mortgage and rent
revenue recognized and reported by our company in accordance with generally
accepted accounting principles, or GAAP, and the cash payments we actually
received. The participating leases generally require us to reserve annually
between 2% to 5% of the gross golf revenues of the golf courses to fund capital
expenditures. The lessees must fund any capital expenditures in excess of such
amounts.

      Preferred dividends/distributions represent preferred dividends paid on
the 800,000 shares of 9.25% Series A Cumulative Convertible Preferred Stock that
were issued to AEW Targeted Securities Fund in April of 1999 and preferred
distributions on 59,118 preferred OP units we issued in 1999 to the sellers of
Pete Dye Golf Club and Metamora Golf & Country Club.

      In accordance with the resolution adopted by the Board of Governors of the
National Association of Real Estate Investment Trusts, Inc., or NAREIT, as
revised on October 27, 1999, Funds From Operations represents net income
(computed in accordance with GAAP) including all operating results, both
recurring and non-recurring--excluding those results defined as "extraordinary
items" under GAAP and gains (or losses) from sales of depreciable property.
Funds From Operations should not be considered as an alternative to net income
or other measurements under GAAP as an indication of operating performance or to
cash flows from operating investing or financial activities as a measure of
liquidity. Funds From Operations does not reflect working capital changes, cash
expenditures for capital improvements or principal payments on indebtedness. We
believe that Funds From Operations is helpful to investors as


                                       29
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                       Management Discussion and Analysis of
                   Financial Condition and Results of Operations
                                   (unaudited)

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 of the ability of our company to incur
and service debt and make capital expenditures.

Recent Accounting Pronouncements

      Statement of Financial Accounting Standards, or SFAS, No. 133,
Accounting for Derivative Instruments and Hedging Activities, as amended by
SFAS No. 137 and 138 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. This statement is effective for
all fiscal quarters of fiscal years beginning after June 15, 2000. Adoption
of this standard did not have a significant impact on our financial
statements.

Inflation

      The golf course leases generally provide for an initial term of 10
years with base rent and participating rent features. Base rent will increase
by a base rent escalator for each year during the first five years of the
term of each lease and for an additional five years if certain conditions are
met. All of such leases are triple net lease requiring the lessees to pay for
all maintenance and repair, insurance, utilities and services. The
participating mortgage has a 5% increase in the base interest for up to five
years, and an additional 3% for an additional five years if the performance
option is exercised. As a result, we believe the effect of inflation on us is
not material.

Seasonality

      The golf industry is seasonal in nature because of weather conditions and
fewer available tee times in the rainy season and the winter months. The
operator of each of the daily fee golf courses may vary greens fees based on
changes in demand. We do not expect seasonal fluctuation in lessee revenues to
have a significant impact on our operating result. Our leases require base rent
to be paid ratably throughout the year.


                                       30
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      We have not entered into any transactions using derivative commodity
instruments. We are subject to market risk associated with changes in
interest rates. The total outstanding debt subject to interest rate exposure
is $198.0 million. A 25 basis point movement in the interest rate on the
floating rate debt would result in an approximate $495,000 annualized
increase or decrease in interest expense and cash flows. The remaining debt
is fixed rate debt. Reference is made to Note 8 to the Consolidated and
Condensed Financial Statements of Item 1 for additional debt information.

                                       31
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

PART II.          Other Information

   Item 1.        Legal Proceedings

      We are currently involved in the following material legal proceedings:

Mystic Creek Golf Course

      We intend to continue the eviction action that was automatically stayed by
the bankruptcy court on February 25, 2000 as soon as legally permissible and to
seek to have an evidentiary hearing scheduled as quickly as possible thereafter
to determine the date for the lessee to assume the participating lease (by
bringing rent current) or reject the participating lease (which would mean a
return of the golf course to us). In accordance with legal requirements, the
lessee continues to operate the golf course pending the resolution of the
pending action and its bankruptcy. As ordered by the bankruptcy court, the
debtor paid us post-petition rent in the amount of $85,000 per month for the
months of June through September, 2000. Additionally, on November 22, 2000, we
negotiated a settlement in which the debtor paid us the sum of $300,000 as a
designated amount from a collateral reserve account which was applied against a
portion of the post-petition rent.

      The discovery phase of the adversary proceeding concluded on April 20,
2001, and the trial concluded on May 7, 2001. The issue that was tried is
whether, for purposes of the lessee's bankruptcy case, the participating lease
is a lease or an agreement. The court has not yet rendered an opinion on this
matter.

      If the court concludes that the participating lease is in fact a lease,
the lessee will be required either to assume it (and cure all defaults), or
reject it (and surrender the property to us). If the court concludes that it is
a security agreement, the lessee will be required to propose and fund a
reorganization plan that pays us the value of the property over time with
interest; if the lessee is unable to do so, the bankruptcy case will be
dismissed or converted to a liquidation case. Upon dismissal, we intend to
conclude our eviction action. In the event of a conversion to a liquidation
case, a trustee will either sell the property subject to our claim (which will
permit us to credit bid), or abandon the property (which will permit us to
conclude our eviction action).

      The collateral securing the lessee's obligations includes $543,000 in cash
and 52,724 OP Units. Due to the bankruptcy, we are currently unable to apply
this collateral to outstanding obligations owed to us by the lessee. No other
material developments have occurred in these proceedings since the filing of our
Annual Report on Form 10-K on March 14, 2001.

Osage National Golf Club

      On October 25, 2000, we, together with the lessee and the previous owner
of the golf course, entered into a settlement agreement, pursuant to which the
lessee delivered possession of the golf course to us on November 10, 2000, which
resolved the eviction action that we had previously filed. No other material
developments have occurred in these proceedings since the filing of our Annual
Report on Form 10-K on March 14, 2001.

      We continue to operate the golf course through a wholly-owned subsidiary,
GTA--Osage, LLC, since we took possession on November 10, 2000. The 90-day grace
period allowed by the Internal Revenue Service during which


                                       32
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

gross golf course revenues are qualifying income for REIT tax purposes expired
on February 8, 2001. Therefore, gross golf course revenues subsequent to this
date will be disqualified for REIT tax purposes.

Sandpiper Golf Course

      On January 18, 2001, Sandpiper at SBCR, LLC, which is the lessee of our
Sandpiper golf course, and Environmental Industries, Inc., or EII, filed a
Complaint for Injunctive Relief and Declaratory Relief Pending Arbitration in
the Superior Court of Santa Barbara, California, against the subsidiary through
which we own the golf course, Sandpiper-Golf Trust LLC, or SGT. SGT had leased
the golf course to the Sandpiper lessee pursuant to a lease dated March 6, 1998.
EII has secured a line of credit guaranteeing the lessee's performance under the
lease. The complaint alleges that the Sandpiper lessee is excused from paying
rent under the lease because SGT has failed to perform certain obligations under
the lease and under a purported amendment to the lease. The complaint does not
allege a cause of action for breach of the lease; instead, it only seeks an
injunction prohibiting SGT from issuing notices of default under the lease,
terminating the lease, or drawing on the letter of credit pending the outcome of
a dispute resolution process contained in the lease. On January 24, 2001, the
Sandpiper lessee sought and obtained a temporary restraining order prohibiting
SGT from issuing new notices of default, terminating the lease, or drawing on
the letter of credit pending a preliminary injunction hearing scheduled for
February 2, 2001. On January 27, 2001, the parties entered into a Standstill
Agreement, pursuant to which the temporary restraining order dissolved by its
terms on February 2, 2001. In addition, SGT agreed, among other things, not to
terminate the lease based on the current disputes between the parties pending
the outcome of the dispute resolution process. In exchange, the Sandpiper lessee
agreed, among other things, to post a bond in the amount of $1 million to secure
payment of some or all of any arbitration award. Pursuant to the Standstill
Agreement, the parties met on February 19, 2001, in an attempt to resolve their
disputes. No discovery has been conducted to date. It is not possible to predict
the outcome of the dispute.

      In a related action, on January 22, 2001, Golf Trust of America, Inc. was
served with a Summons and Complaint in a case titled H-T Santa Barbara, Inc. and
The ADCO Group, Inc. v. Golf Trust of America, Inc., Case No. CV 01-00364-NM
(AJWx), filed in the United States District Court for the Central District of
California. The complaint alleged that plaintiff H-T Santa Barbara, Inc., or HT,
is the owner of a resort near Santa Barbara, California and that plaintiff ADCO
is an affiliate of HT. The complaint alleged that GTA is the alter ego of SGT,
that HT and SGT are parties to a Golf Utilization Agreement, and that GTA,
through SGT, breached that agreement "by failing to establish and maintain a
first class golf facility" near HT's resort and by failing to "use good faith
efforts to fund, establish, and maintain a first class golf course facility."
The complaint also alleged that, if GTA is not the alter ego of SGT, then GTA
has negligently and/or intentionally interfered with the Golf Utilization
Agreement. The complaint further alleged that GTA misrepresented its intention
to fund the renovation of the golf course, that GTA falsely represented that the
lease for the golf course had been altered by the execution of a term sheet
dated March 31, 1999, and that these misrepresentations fraudulently induced HT
and ADCO to invest in the resort, to invest in the development of a new club
house, and to guarantee the performance of the lessee of the golf course. The
complaint also alleged that GTA breached the term sheet and the lease by failing
to renovate the golf course. The complaint sought actual damages in excess of
$50 million, punitive damages and injunctive relief. On March 31, 2001, the
parties filed a stipulation in court to dismiss the action in its entirety
without prejudice. Plaintiffs have indicated that they will file a similar
action in state court, but to date GTA has not been served with pleadings from
any such action.

Tierra Del Sol Golf Club


                                       33
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

      We took possession of the golf course on February 7, 2000, pursuant to an
order issued by the District Court, and we have been operating it since then. We
are operating this golf course through a wholly-owned subsidiary, GTA Tierra Del
Sol LLC. The 90-day grace period allowed by the Internal Revenue Service during
which revenues from operations will be qualifying income for REIT tax purposes
expired on May 6, 2000. Therefore, golf course revenues subsequent to this date
will be disqualified for REIT tax purposes.

Wekiva Golf Club/Sweetwater Country Club

      We and Diamond Players Club, L.C., an affiliate of the lessees at Wekiva
Golf Club and Sweetwater Country Club, entered into a sale agreement dated
October 10, 2000 in which Diamond Players Club, L.C. agreed to purchase the two
golf courses for $10,000,000. The closing was scheduled to take place on or
before December 15, 2000. On December 1, 2000, we entered into a first amendment
to the sale agreement with the buyer in which we reduced the purchase price to
$9,500,000. On December 15, 2000 we entered into a second amendment to the sale
agreement with the buyer in which we extended the closing date to December 29,
2000. On February 8, 2001, we entered into a third amendment to the sale
agreement in which we extended the closing date to March 30, 2001 and, in
addition, the lessee agreed to pay all outstanding rent for December 2000,
January 2001, and February 2001, which we have received. On March 1, 2001, we
entered into a fourth amendment to the sale agreement in which we reduced the
purchase price to $9,130,000. On March 30, 2001, we entered into a fifth
amendment to the sale agreement in which we extended the closing date to April
30, 2001 and, in addition, the lessee paid all outstanding rent due in March
2001 and prepaid the first half of April 2001 rent. Further, in connection with
the fifth amendment to the sale agreement, we liquidated the letter of credit in
the amount of $1,500,000 with the consent of the lessee. On April 30, 2001, we
entered into a sixth amendment to the sale agreement in which we extended the
closing date to May 16, 2001 and the lessee paid the remaining portion of the
outstanding April 2001 rent and prepaid the first half of May 2001 rent. Thus,
the lessee has paid its rent obligation in full from January 1, 2001 to May 15,
2001. We have agreed to defer receipt of all past due rent for months prior to
December 1, 2000. The sale agreement contemplates that if the transaction does
not close on or before May 16, 2001, we shall retain the proceeds of the
liquidated letter of credit in the amount of $1,500,000, and the lessees have
agreed to deliver possession of both golf courses to us on May 17, 2001.

      We face the risk that these golf courses may not be sold in accordance
with the terms of the sale agreement, or otherwise, and that even if a closing
occurs, it may not occur by the agreed-upon time.

Metamora Golf & Country Club

      On April 6, 2001, we completed the sale of Metamora Golf & Country Club to
the lessee for total consideration of $4.9 million in cash. At closing all of
the lawsuits were dismissed, with prejudice, and the order dismissing the
lessee's Chapter 11 bankruptcy filing was dated March 26, 2001 and entered on
March 29, 2001.


                                       34
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

Other Litigation

      Concordia I, L.P. v. Golf Trust of America, Inc., et al. On April 5,
2001, a class action lawsuit was filed in the Circuit Court for Baltimore
City, Maryland against Golf Trust of America, Inc., its directors and
officers and Mr. Young. The lawsuit was brought by Concordia I, L.P., which
claims to be one of our stockholders and which seeks to prosecute its claim
on behalf of all of our stockholders other than the defendants and their
affiliates or immediate family members. The lawsuit seeks damages in an
unspecified amount. The plaintiff alleges that our payments to our officers
under their employment contracts and our agreement to sell golf courses to
Legends resulted from a breach of the defendants' fiduciary duties to
stockholders and that these transactions constitute non-pro rata liquidating
distributions allegedly in violation of our charter and Maryland law.
Finally, the plaintiff alleges that our preliminary proxy statement contained
materially misleading statements and omissions and, on that basis, the
plaintiff seeks to void any vote taken pursuant thereto. A reference pleading
to this action is due by June 11, 2001. We are not able to assess the outcome
of this action at this time.

      Lake Ozark Industries, Inc. and Everett Holding Company, Inc. v. Golf
Trust of America, et al. This is an action issued by a contractor, Lake Ozark
Construction Industries, Inc., or LOC, against numerous defendants including
us. LOC asserts that it performed construction services on, or which
benefited the property of, the various defendants, including GTA and seeks to
foreclose a mechanic's lien upon the Golf Course. The lien amount is
$1,427,302 plus interest at 10% per annum from the May 20, 1999 filing.
Discovery in this case is proceeding. While substantial activity has occurred
in the case, our attorneys are unable to provide us at this time with an
assessment as to a likely outcome or as to a probable range of loss.

Routine Litigation

      In addition to litigation between lessor and lessee (and their
affiliates), owners and operators of golf courses are subject to a variety of
legal proceedings arising in the ordinary course of operating a golf course,
including proceedings relating to personal injury and property damage. Such
proceedings are generally brought against the operator of a golf course, but may
also be brought against the owner. Our participating leases provide that each
lessee is responsible for claims based on personal injury and property damage at
the golf courses which are leased and require each lessee to maintain insurance
for such purposes. We are not currently subject to any claims of this sort that
we deem to be material.

   Item 2.        CHANGES IN SECURITIES

                  Not Applicable.

   Item 3.        DEFAULTS UPON SENIOR SECURITIES

The agent for our lender asserts that the value of our unencumbered pool did
not satisfy the 175% coverage requirement, due to the exclusion of five Golf
Courses during the six month period ended December 31, 2000. We understand
that our lenders excluded the Golf Courses for the following reasons: two
were excluded as a result of a material default under their Participating
Leases, two were excluded for failing the Gross Golf Revenue test as set
forth in the Credit Facility, and one was excluded for delinquent payment of
rent. Three additional Golf Courses have been excluded from our unencumbered
pool in the first quarter due to the sale of these Golf Courses. In addition,
the lenders have asserted that we are currently in violation of several of
the financial covenants of the Credit Facility


                                       35
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

due to the write-down in the value of certain of our Golf Courses, a decrease
in revenues from lessee defaults under Participating Leases, and related
increases in expenses as well as expenses incurred as a result of the
strategic alternatives review process and the proposed plan of liquidation.
We have met with the lenders under our Credit Facility and are seeking to
negotiate an amendment of the credit facility. We were notified by our lender
on March 5, 2001 that our interest rate would thereafter be at the default
rate of interest (prime rate plus 2%) as defined in our Credit Facility. We
can provide no assurance that we will be able to cure the alleged defaults or
obtain a waiver from the lender under our Credit Facility, or that we will be
able to agree upon an amendent to the Credit Facility. We also face the
possibility that the performance of other lessees under Participating Leases
will trigger additional covenant violations.

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

      No matters were submitted to a vote of security holders during the three
months ended March 31, 2001.

   Item 5.        OTHER INFORMATION

                  Not Applicable.

   Item 6.        EXHIBITS AND REPORTS ON FORM 8-K

      During the quarter ended March 31, 2001, we filed a report on Form 8-K,
dated February 25, 2001, describing under Item 5 the board approval of the plan
of liquidation, AEW voting agreement, Legends transaction and amended employment
agreements.

   (a) Exhibits

         The following exhibits are part of this quarterly report on Form 10-Q
   for the quarterly period ended March 31, 2001 (and are numbered in accordance
   with Item 601 of Regulation S-K). Items marked with an asterisk (*) are filed
   herewith.


No.      Description
---      -----------

2.1      Plan of Liquidation as adopted by our Board of Directors on
         February 25, 2001 (previously filed as Exhibit A to our Company's
         Proxy Statement on Form 14A filed April 10, 2001 and incorporated
         herein by reference.

3.1.1    Articles of Amendment and Restatement of Golf Trust of America, Inc.,
         as filed with the State Department of Assessments and Taxation of
         Maryland on January 31, 1997, (previously filed as Exhibit 3.1A to our
         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).

3.1.2    Articles of Amendment of Golf Trust of America, Inc., as filed with the
         State Department of Assessments and Taxation of Maryland on June 9,
         1998 (previously filed as Exhibit 3.2B to our company's Quarterly
         Report on Form 10-Q, filed August 14, 1998 and incorporated herein by
         reference).

3.2.1    Articles Supplementary of Golf Trust of America, Inc. 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
         (previously filed as Exhibit 3.1 to our company's Current Report on
         Form 8-K, filed April 13, 1999, and incorporated herein by reference).

3.2.2    Articles Supplementary of Golf Trust of America, Inc. relating to the
         Series B Junior Participating Preferred Stock, as filed with the State
         Department of Assessments and Taxation of the State of Maryland on
         August 27, 1999 (previously filed as Exhibit 3.1 to our company's
         Current Report on Form 8-K, filed August 30, 1999, and incorporated
         herein by reference).


                                       36
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

3.3*     Bylaws of Golf Trust of America, Inc., as amended by the Board of
         Directors on April 2, 2001 and as currently in effect.

4.1      Form of Share Certificate for the Common Stock (previously filed as
         Exhibit 4.3 to our company's Current Report on Form 8-K, filed August
         30, 1999, and incorporated herein by reference).

4.2      Form of Share Certificate for the Series A Preferred Stock (previously
         filed as Exhibit 3.2 to our company's Current Report on Form 8-K, filed
         April 13, 1999, and incorporated herein by reference).

4.3      Shareholder Rights Agreement, by and between our company and
         ChaseMellon Shareholder Services, L.L.C., as rights agent, dated August
         24, 1999 (previously filed as Exhibit 4.1 to our company's Current
         Report on Form 8-K, filed August 30, 1999, and incorporated herein by
         reference).

4.4      Plan of Liquidation and Dissolution, as approved by the Board of
         Directors of Golf Trust of America, Inc. on February 25, 2001
         (previously filed as Exhibit A to our company's preliminary proxy
         statement on Schedule 14A, filed March 14, 2001, and incorporated
         herein by reference).

4.5+     Voting Agreement, between Golf Trust of America, Inc. and the holder of
         all of its outstanding shares of Series A Preferred Stock, AEW Targeted
         Securities Fund, L.P., dated February 22, 2001 (previously filed as
         Exhibit 4.2 to our company's Current Report on Form 8-K, filed March
         14, 2001, and incorporated herein by reference).

4.6      Voting Agreement, by and among Golf Trust of America, Inc., Golf Trust
         of America, L.P., GTA GP, Inc. and the holders of operating partnership
         units named therein, dated as of February 14, 2001 (previously filed as
         Exhibit 4.3 to our company's Current Report on Form 8-K, filed March
         14, 2001, and incorporated herein by reference).

10.1.1   First Amended and Restated Agreement of Limited Partnership (the
         "Partnership Agreement") of Golf Trust of America, L.P. (the "Operating
         Partnership"), dated February 12, 1997 (previously filed as Exhibit
         10.1 to our company's Annual Report on Form 10-K, 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 our company's Annual Report
         on Form 10-K, filed March 31, 1998, and incorporated herein by
         reference).

10.1.3   Second Amendment and Consent to the First Amended and Restated
         Partnership Agreement of Golf Trust of America, L.P., as amended, dated
         as of February 14, 2001 (previously filed as Exhibit 10.3 to our
         company's Current Report on Form 8-K, filed March 14, 2001, and
         incorporated herein by reference).

10.1.4*  Exhibit A to the Partnership Agreement (Schedule of Partnership
         Interests), as revised through May 11, 2001.

10.1.5   Designation of Class B Common OP units of the Operating Partnership,
         dated February 1, 1998, which has been added as the first entry in
         Exhibit D to the Partnership Agreement (included within the First
         Amendment to the Partnership Agreement, which was previously filed as
         Exhibit 10.1.2 to our company's Annual Report on Form 10-K, filed March
         31, 1998, and incorporated herein by reference).

10.1.6   Designation of Series A Preferred OP units of the Operating
         Partnership, dated April 2, 1999, which has been added to Exhibit D to
         the Partnership Agreement (previously filed as Exhibit 10.3 to our
         company's Current Report on Form 8-K, filed April 13, 1999, and
         incorporated herein by reference).

10.1.7   Designation of Series B Preferred OP units of the Operating
         Partnership, dated May 11, 1999, which has been added to Exhibit D to
         the Partnership Agreement (previously filed as Exhibit 10.1.6 to our
         company's Annual Report on Form 10-K, filed March 30, 2000, and
         incorporated herein by reference).

10.1.8   Designation of Series C Preferred OP units of the Operating
         Partnership, dated July 28, 1999, which has been added to Exhibit D to
         the Partnership Agreement (previously filed as Exhibit 10.1.7 to our
         company's Annual Report on Form 10-K, filed March 30, 2000, and
         incorporated herein by reference).

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 our
         company's Current Report on Form 8-K, 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 8, 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 (previously filed
         as Exhibit 10.2.2 to our company's Amended Annual Report on Form
         10-K/A, filed April 1, 1999, and incorporated herein by reference).

10.2.3   Amended and Restated Credit Agreement, dated as of March 31, 1999, 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, NationsBank, N.A., as Administrative
         Agent, First Union National Bank as Syndication Agent, and BankBoston,
         N.A., as Documentation Agent (previously filed as Exhibit 10.2.3 to our
         company's Annual Report on Form 10-K, filed March 30, 2000, and
         incorporated herein by reference).


                                       37
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

10.3     Credit Agreement, dated as of March 31, 1999, 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 Administrative Agent for the Lenders
         (previously filed as Exhibit 10.3 to our company's Annual Report on
         Form 10-K, filed March 30, 2000, and incorporated herein by reference).

10.4     Loan Agreement (the "Participating Mortgage"), 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
         our company's Current Report on Form 8-K, dated June 20, 1997 and filed
         August 12, 1997, and incorporated herein by reference).

10.5     Form of Participating Lease Agreement (previously filed as Exhibit 10.2
         to our company's Registration Statement on Form S-11, filed January 15,
         1997, and incorporated herein by reference).

10.6     1997 Non-Employee Directors' Plan of Golf Trust of America, Inc.
         (previously filed as Exhibit 10.7 to our 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).

10.7     1997 Stock Incentive Plan (the "Original 1997 Plan") of Golf Trust of
         America, Inc. (previously filed as Exhibit 10.6 to our 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).

10.8     1997 Stock-Based Incentive Plan of Golf Trust of America, Inc. (the
         "New 1997 Plan") (previously filed as Exhibit 10.3 to our company's
         Quarterly Report on Form 10-Q (Commission File No. 000-22091), filed
         August 15, 1997, and incorporated herein by reference).

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

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

10.11    General Provisions Applicable to Restricted Stock Awards Granted Under
         the New 1997 Plan (previously filed as Exhibit 10.14 to our 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).

10.12    Form of Restricted Stock Award Agreement for use under the New 1997
         Plan (previously filed as Exhibit 10.15 to our 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).

10.13    1998 Stock-Based Incentive Plan of Golf Trust of America, Inc.
         (previously filed as Exhibit A to our company's definitive Proxy
         Statement, dated April 1, 1999 and filed March 29, 1999, and
         incorporated herein by reference).

10.14    Employee Stock Purchase Plan of Golf Trust of America, Inc. (previously
         filed as Exhibit 4.1 to our company's Registration Statement on Form
         S-8 (Commission File No. 333-46659), filed February 20, 1998, and
         incorporated herein by reference).

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

10.16.1  First Amended and Restated Employment Agreement between our company and
         W. Bradley Blair, II, dated November 7, 1999 (previously filed as
         Exhibit 10.15 to our company's Annual Report on Form 10-K, filed March
         30, 2000, and incorporated herein by reference).

10.16.2  Second Amended and Restated Employment Agreement between Golf Trust of
         America, Inc. and W. Bradley Blair, II, dated as of February 25, 2001
         (previously filed as Exhibit 10.4 to our company's Current Report on
         Form 8-K, filed March 14, 2001, and incorporated herein by reference).

10.17.1  Second Amended and Restated Employment Agreement between our company
         and Scott D. Peters, dated November 7, 1999 (previously filed as
         Exhibit 10.16 to our company's Annual Report on Form 10-K, filed March
         30, 2000, and incorporated herein by reference).

10.17.2  Third Amended and Restated Employment Agreement between Golf Trust of
         America, Inc. and Scott D. Peters, dated as of February 25, 2001
         (previously filed as Exhibit 10.5 to our company's Current Report on
         Form 8-K, filed March 14, 2001, and incorporated herein by reference).

10.18    Stock Purchase Agreement, dated April 2, 1999, by and among Golf Trust
         of America, Inc., Golf Trust of America, L.P., GTA GP, Inc., GTA LP,
         Inc. and AEW Targeted Securities Fund, L.P. (previously filed as
         Exhibit 10.1 to our company's Current Report on Form 8-K, filed April
         13, 1999, and incorporated herein by reference).

10.19    Registration Rights Agreement, dated April 2, 1999, by and between Golf
         Trust of America, Inc. and AEW Targeted


                                       38
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

         Securities Fund, L.P. (previously filed as Exhibit 10.2 to our
         company's Current Report on Form 8-K, filed April 13, 1999, and
         incorporated herein by reference).

10.20+   Purchase and Sale Agreement, between Golf Trust of America, L.P., as
         seller, and Legends Golf Holding, LLC, as buyer, dated as of February
         14, 2001 (previously filed as Exhibit 10.1 to our company's Current
         Report on Form 8-K, filed March 14, 2001, and incorporated herein by
         reference).

10.21    Confidentiality and Standstill Letter Agreement between Golf Trust of
         America, Inc. and The Legends Group, dated as of February 14, 2001
         (previously filed as Exhibit 10.2 to our company's Current Report on
         Form 8-K, filed March 14, 2001, and incorporated herein by reference).

-----------
* Filed herewith
+ Portions of this exhibit have been omitted pursuant to a request for
  confidential treatment.


                                       39
<PAGE>

                           GOLF TRUST OF AMERICA, INC.
                                    FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

                                   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                              5/15/01
------------------------------------------            -------
W. Bradley Blair, II                                  Date
President, Chief Executive Officer and
Chairman of the Board of Directors


/s/ Scott D. Peters                                   5/15/01
------------------------------------------            -------
Scott D. Peters                                       Date
Senior Vice President and
Chief Financial Officer


                                       40
<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.

No.      Description
---      -----------

2.1      Plan of Liquidation as adopted by our Board of Directors on
         February 25, 2001 (previously filed as Exhibit A to our Company's
         Proxy Statement on Form 14A filed April 10, 2001 and incorporated
         herein by reference.

3.1.1    Articles of Amendment and Restatement of Golf Trust of America, Inc.,
         as filed with the State Department of Assessments and Taxation of
         Maryland on January 31, 1997, (previously filed as Exhibit 3.1A to our
         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).

3.1.2    Articles of Amendment of Golf Trust of America, Inc., as filed with the
         State Department of Assessments and Taxation of Maryland on June 9,
         1998 (previously filed as Exhibit 3.2B to our company's Quarterly
         Report on Form 10-Q, filed August 14, 1998 and incorporated herein by
         reference).

3.2.1    Articles Supplementary of Golf Trust of America, Inc. 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
         (previously filed as Exhibit 3.1 to our company's Current Report on
         Form 8-K, filed April 13, 1999, and incorporated herein by reference).

3.2.2    Articles Supplementary of Golf Trust of America, Inc. relating to the
         Series B Junior Participating Preferred Stock, as filed with the State
         Department of Assessments and Taxation of the State of Maryland on
         August 27, 1999 (previously filed as Exhibit 3.1 to our company's
         Current Report on Form 8-K, filed August 30, 1999, and incorporated
         herein by reference).

3.3*     Bylaws of Golf Trust of America, Inc., as amended by the Board of
         Directors on April 2, 2001 and as currently in effect.

4.1      Form of Share Certificate for the Common Stock (previously filed as
         Exhibit 4.3 to our company's Current Report on Form 8-K, filed August
         30, 1999, and incorporated herein by reference).

4.2      Form of Share Certificate for the Series A Preferred Stock (previously
         filed as Exhibit 3.2 to our company's Current Report on Form 8-K, filed
         April 13, 1999, and incorporated herein by reference).

4.3      Shareholder Rights Agreement, by and between our company and
         ChaseMellon Shareholder Services, L.L.C., as rights agent, dated August
         24, 1999 (previously filed as Exhibit 4.1 to our company's Current
         Report on Form 8-K, filed August 30, 1999, and incorporated herein by
         reference).

4.4      Plan of Liquidation and Dissolution, as approved by the Board of
         Directors of Golf Trust of America, Inc. on February 25, 2001
         (previously filed as Exhibit A to our company's preliminary proxy
         statement on Schedule 14A, filed March 14, 2001, and incorporated
         herein by reference).

4.5+     Voting Agreement, between Golf Trust of America, Inc. and the holder of
         all of its outstanding shares of Series A Preferred Stock, AEW Targeted
         Securities Fund, L.P., dated February 22, 2001 (previously filed as
         Exhibit 4.2 to our company's Current Report on Form 8-K, filed March
         14, 2001, and incorporated herein by reference).

4.6      Voting Agreement, by and among Golf Trust of America, Inc., Golf Trust
         of America, L.P., GTA GP, Inc. and the holders of operating partnership
         units named therein, dated as of February 14, 2001 (previously filed as
         Exhibit 4.3 to our company's Current Report on Form 8-K, filed March
         14, 2001, and incorporated herein by reference).

10.1.1   First Amended and Restated Agreement of Limited Partnership (the
         "Partnership Agreement") of Golf Trust of America, L.P. (the "Operating
         Partnership"), dated February 12, 1997 (previously filed as Exhibit
         10.1 to our company's Annual Report on Form 10-K, 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 our company's Annual Report
         on Form 10-K, filed March 31, 1998, and incorporated herein by
         reference).

10.1.3   Second Amendment and Consent to the First Amended and Restated
         Partnership Agreement of Golf Trust of America, L.P., as amended, dated
         as of February 14, 2001 (previously filed as Exhibit 10.3 to our
         company's Current Report on Form 8-K, filed March 14, 2001, and
         incorporated herein by reference).

10.1.4*  Exhibit A to the Partnership Agreement (Schedule of Partnership
         Interests), as revised through May 11, 2001.

10.1.5   Designation of Class B Common OP units of the Operating Partnership,
         dated February 1, 1998, which has been added as the first entry in
         Exhibit D to the Partnership Agreement (included within the First
         Amendment to the Partnership Agreement, which was previously filed as
         Exhibit 10.1.2 to our company's Annual Report on Form 10-K, filed March
         31, 1998, and incorporated herein by reference).
<PAGE>

10.1.6   Designation of Series A Preferred OP units of the Operating
         Partnership, dated April 2, 1999, which has been added to Exhibit D to
         the Partnership Agreement (previously filed as Exhibit 10.3 to our
         company's Current Report on Form 8-K, filed April 13, 1999, and
         incorporated herein by reference).

10.1.7   Designation of Series B Preferred OP units of the Operating
         Partnership, dated May 11, 1999, which has been added to Exhibit D to
         the Partnership Agreement (previously filed as Exhibit 10.1.6 to our
         company's Annual Report on Form 10-K, filed March 30, 2000, and
         incorporated herein by reference).

10.1.8   Designation of Series C Preferred OP units of the Operating
         Partnership, dated July 28, 1999, which has been added to Exhibit D to
         the Partnership Agreement (previously filed as Exhibit 10.1.7 to our
         company's Annual Report on Form 10-K, filed March 30, 2000, and
         incorporated herein by reference).

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 our
         company's Current Report on Form 8-K, 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 8, 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 (previously filed
         as Exhibit 10.2.2 to our company's Amended Annual Report on Form
         10-K/A, filed April 1, 1999, and incorporated herein by reference).

10.2.3   Amended and Restated Credit Agreement, dated as of March 31, 1999, 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, NationsBank, N.A., as Administrative
         Agent, First Union National Bank as Syndication Agent, and BankBoston,
         N.A., as Documentation Agent (previously filed as Exhibit 10.2.3 to our
         company's Annual Report on Form 10-K, filed March 30, 2000, and
         incorporated herein by reference).

10.3     Credit Agreement, dated as of March 31, 1999, 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 Administrative Agent for the Lenders
         (previously filed as Exhibit 10.3 to our company's Annual Report on
         Form 10-K, filed March 30, 2000, and incorporated herein by reference).

10.4     Loan Agreement (the "Participating Mortgage"), 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
         our company's Current Report on Form 8-K, dated June 20, 1997 and filed
         August 12, 1997, and incorporated herein by reference).

10.5     Form of Participating Lease Agreement (previously filed as Exhibit 10.2
         to our company's Registration Statement on Form S-11, filed January 15,
         1997, and incorporated herein by reference).

10.6     1997 Non-Employee Directors' Plan of Golf Trust of America, Inc.
         (previously filed as Exhibit 10.7 to our 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).

10.7     1997 Stock Incentive Plan (the "Original 1997 Plan") of Golf Trust of
         America, Inc. (previously filed as Exhibit 10.6 to our 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).

10.8     1997 Stock-Based Incentive Plan of Golf Trust of America, Inc. (the
         "New 1997 Plan") (previously filed as Exhibit 10.3 to our company's
         Quarterly Report on Form 10-Q (Commission File No. 000-22091), filed
         August 15, 1997, and incorporated herein by reference).

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

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

10.11    General Provisions Applicable to Restricted Stock Awards Granted Under
         the New 1997 Plan (previously filed as Exhibit 10.14 to our 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).

10.12    Form of Restricted Stock Award Agreement for use under the New 1997
         Plan (previously filed as Exhibit 10.15 to our 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).

10.13    1998 Stock-Based Incentive Plan of Golf Trust of America, Inc.
         (previously filed as Exhibit A to our company's definitive Proxy
         Statement, dated April 1, 1999 and filed March 29, 1999, and
         incorporated herein by reference).

10.14    Employee Stock Purchase Plan of Golf Trust of America, Inc. (previously
         filed as Exhibit 4.1 to our company's
<PAGE>

         Registration Statement on Form S-8 (Commission File No. 333-46659),
         filed February 20, 1998, and incorporated herein by reference).

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

10.16.1  First Amended and Restated Employment Agreement between our company and
         W. Bradley Blair, II, dated November 7, 1999 (previously filed as
         Exhibit 10.15 to our company's Annual Report on Form 10-K, filed March
         30, 2000, and incorporated herein by reference).

10.16.2  Second Amended and Restated Employment Agreement between Golf Trust of
         America, Inc. and W. Bradley Blair, II, dated as of February 25, 2001
         (previously filed as Exhibit 10.4 to our company's Current Report on
         Form 8-K, filed March 14, 2001, and incorporated herein by reference).

10.17.1  Second Amended and Restated Employment Agreement between our company
         and Scott D. Peters, dated November 7, 1999 (previously filed as
         Exhibit 10.16 to our company's Annual Report on Form 10-K, filed March
         30, 2000, and incorporated herein by reference).

10.17.2  Third Amended and Restated Employment Agreement between Golf Trust of
         America, Inc. and Scott D. Peters, dated as of February 25, 2001
         (previously filed as Exhibit 10.5 to our company's Current Report on
         Form 8-K, filed March 14, 2001, and incorporated herein by reference).

10.18    Stock Purchase Agreement, dated April 2, 1999, by and among Golf Trust
         of America, Inc., Golf Trust of America, L.P., GTA GP, Inc., GTA LP,
         Inc. and AEW Targeted Securities Fund, L.P. (previously filed as
         Exhibit 10.1 to our company's Current Report on Form 8-K, filed April
         13, 1999, and incorporated herein by reference).

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

10.20+   Purchase and Sale Agreement, between Golf Trust of America, L.P., as
         seller, and Legends Golf Holding, LLC, as buyer, dated as of February
         14, 2001 (previously filed as Exhibit 10.1 to our company's Current
         Report on Form 8-K, filed March 14, 2001, and incorporated herein by
         reference).

10.21    Confidentiality and Standstill Letter Agreement between Golf Trust of
         America, Inc. and The Legends Group, dated as of February 14, 2001
         (previously filed as Exhibit 10.2 to our company's Current Report on
         Form 8-K, filed March 14, 2001, and incorporated herein by reference).

-----------
* Filed herewith
+ Portions of this exhibit have been omitted pursuant to a request for
  confidential treatment.