<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 June 30, 1998.

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

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

                          Commission File Number 000-22091

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

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

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

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

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

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

On August 14, 1998 there were 7,637,488 common shares outstanding of the
registrant's only class of common stock.

<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                                     FORM 10-Q
                      FOR THE THREE MONTHS ENDED JUNE 30, 1998


                                       INDEX
<TABLE>
<CAPTION>

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

 ITEM 1.  FINANCIAL STATEMENTS                                                        
               Consolidated Balance Sheets as of June 30, 1998 and  December 31, 1997. . . . . . . . . .    3
               Consolidated Statements of Income for the Three Months Ended June 30, 1998 and  1997         4
               Consolidated Statements of Income for the Six Months Ended June 30, 1998, the Period 
               from February 12, 1997 (inception) through June 30, 1997 and the Pro Forma Six Months
               Ended June 30, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
               Consolidated Statements of Stockholders' Equity for the Period from February 12, 1997 
               (inception) through December 31, 1997 and for the Six Months Ended June 30, 1998. . . . .    6
               Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1998 and the 
               Period from February 12, 1997 (inception)  through June 30, 1997. . . . . . . . . . . . .    7
               Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . .    8
 ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . . .   16

PART II.  OTHER INFORMATION

 ITEM 1.  LEGAL PROCEEDINGS                                                                                23
 ITEM 2.  CHANGES IN SECURITIES                                                                            23
 ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                                                  23
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                              23
 ITEM 5.  OTHER INFORMATION                                                                                24
 ITEM 6.  EXHIBITS INDEX AND REPORT ON FORM 8-K                                                            25
          SIGNATURES                                                                                       27
</TABLE>
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                            CONSOLIDATED BALANCE SHEETS
                                   (IN THOUSANDS)
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                         JUNE 30,    DECEMBER 31,
                                                            1998            1997
                                                        -------------------------
                                                        (UNAUDITED)
<S>                                                     <C>          <C>
ASSETS

Property and equipment:
  Land . . . . . . . . . . . . . . . . . . . . . .      $  44,043    $  25,796
  Golf course improvements . . . . . . . . . . . .        131,280       58,494
  Buildings and improvements . . . . . . . . . . .         64,898       22,199
  Furniture, fixtures, and equipment . . . . . . .         37,414        8,556
                                                        ---------    ---------
Total property and equipment . . . . . . . . . . .        277,635      115,045
  Less accumulated depreciation. . . . . . . . . .         18,266       14,001
                                                        ---------    ---------
Property and equipment, net. . . . . . . . . . . .        259,369      101,044
                                                        ---------    ---------
Mortgage notes receivable. . . . . . . . . . . . .         68,856       65,129

Cash and cash equivalents. . . . . . . . . . . . .          1,325       14,968
Receivable from affiliates (Note 7). . . . . . . .          1,091        1,004
Other lessee receivables . . . . . . . . . . . . .          1,484        1,196
Other assets . . . . . . . . . . . . . . . . . . .         10,098        2,965
                                                        ---------    --------- 
Total assets . . . . . . . . . . . . . . . . . . .      $ 342,223    $ 186,306 
                                                        ---------    --------- 
                                                        ---------    --------- 
LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable (Note 4) . . . . . . . . . . . . . .     $  142,834     $  4,325
Accounts payable and other liabilities . . . . . .         11,153        3,029
                                                        ---------    ---------
Total liabilities. . . . . . . . . . . . . . . . .        153,987        7,354
                                                        ---------    ---------
Minority interest. . . . . . . . . . . . . . . . .         63,982       54,625
                                                        ---------    ---------
Commitments

Stockholders' equity:
  Preferred stock, $.01 par value, 10,000,000 shares 
  authorized, no shares issued . . . . . . . . . .              -           - 
  Common stock, $.01 par value, 90,000,000 shares 
  authorized, 7,637,488 shares issued and outstanding          76           76
  Additional paid-in capital . . . . . . . . . . .        128,254      127,488
  Retained earnings. . . . . . . . . . . . . . . .          1,236        1,774
  Unamortized restricted stock compensation. . . .         (2,014)      (1,713)
  Note receivable from stock sale. . . . . . . . .         (3,298)      (3,298)
                                                        ---------    ---------
Stockholders' equity . . . . . . . . . . . . . . .        124,254      124,327
                                                        ---------    ---------
Total liabilities and stockholders' equity . . . .     $  342,223   $  186,306
                                                        ---------    ---------
                                                        ---------    ---------
</TABLE>

            See accompanying notes to consolidated financial statements

                                      3
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                         CONSOLIDATED STATEMENTS OF INCOME
                                   (IN THOUSANDS)
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                    FOR THE THREE  FOR THE THREE 
                                                     MONTHS ENDED   MONTHS ENDED 
                                                       JUNE 30,       JUNE 30,   
                                                         1998           1997     
                                                    -----------------------------
                                                                                 
<S>                                                 <C>            <C>           
REVENUES:
  Rent from affiliates (Note 7). . . . . . . . . .       $  3,152       $  3,065 
  Rent . . . . . . . . . . . . . . . . . . . . . .          5,113            752 
  Mortgage interest. . . . . . . . . . . . . . . .          2,183            181 
                                                         --------       -------- 
Total revenues . . . . . . . . . . . . . . . . . .         10,448          3,998 
                                                         --------       -------- 

EXPENSES:
  Depreciation and amortization. . . . . . . . . .          2,452            803 
  General and administrative . . . . . . . . . . .          1,304            597 
                                                         --------       -------- 
Total expenses . . . . . . . . . . . . . . . . . .          3,756          1,400 
                                                         --------       -------- 
Operating income . . . . . . . . . . . . . . . . .          6,692          2,598 
                                                         --------       -------- 
OTHER INCOME (EXPENSE):
  Interest income. . . . . . . . . . . . . . . . .             91            317 
  Interest expense . . . . . . . . . . . . . . . .         (2,006)          (250)
  Loss on sale of assets . . . . . . . . . . . . .           (370)             -  
                                                         --------       -------- 
Total other income (expense) . . . . . . . . . . .         (2,285)            67 
                                                         --------       -------- 
Net income before minority interest. . . . . . . .          4,407          2,665 
Income applicable to minority interest . . . . . .          1,768          1,373 
                                                         --------       -------- 
Net income . . . . . . . . . . . . . . . . . . . .       $  2,639       $  1,292 
                                                         --------       -------- 
                                                         --------       -------- 

Basic earnings per share . . . . . . . . . . . . .       $    .35       $    .33 
                                                         --------       -------- 
                                                         --------       -------- 

Weighted average number of shares - basic. . . . .          7,632          3,924 
                                                         --------       -------- 
                                                         --------       -------- 

Diluted earnings per share . . . . . . . . . . . .       $    .33       $    .32 
                                                         --------       -------- 
                                                         --------       -------- 

Weighted average number of shares - diluted. . . .          7,928          4,007 
                                                         --------       -------- 
                                                         --------       -------- 
</TABLE>

            See accompanying notes to consolidated financial statements

                                      4
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                         CONSOLIDATED STATEMENTS OF INCOME
                                   (IN THOUSANDS)
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     PERIOD FROM
                                                      FOR THE SIX    FEBRUARY 12    FOR THE SIX
                                                     MONTHS ENDED      THROUGH      MONTHS ENDED
                                                       JUNE 30,        JUNE 30,       JUNE 30,
                                                         1998            1997           1997
                                                     --------------------------------------------
                                                                                     (PRO FORMA)
<S>                                                  <C>             <C>            <C>
REVENUES:
  Rent from affiliates (Note 7). . . . . . . . . .       $  6,307       $  4,697       $  6,097
  Rent . . . . . . . . . . . . . . . . . . . . . .          8,752          1,162          1,516
  Mortgage interest. . . . . . . . . . . . . . . .          4,309            181            181
                                                         --------       --------       --------
Total revenues . . . . . . . . . . . . . . . . . .         19,368          6,040          7,794
                                                         --------       --------       --------
EXPENSES:
  Depreciation and amortization. . . . . . . . . .          4,273          1,149          2,120
  General and administrative . . . . . . . . . . .          2,460            910          1,070
                                                         --------       --------       --------
Total expenses . . . . . . . . . . . . . . . . . .          6,733          2,059          3,190
                                                         --------       --------       --------
Operating income . . . . . . . . . . . . . . . . .         12,635          3,981          4,604
                                                         --------       --------       --------
OTHER INCOME (EXPENSE):
  Interest income. . . . . . . . . . . . . . . . .            163            448            448
  Interest expense . . . . . . . . . . . . . . . .         (2,922)          (290)          (290)
  Loss on sale of assets . . . . . . . . . . . . .           (370)             -              -
                                                         --------       --------       --------
Total other income (expense) . . . . . . . . . . .         (3,129)           158            158
                                                         --------       --------       --------
Net income before minority interest. . . . . . . .          9,506          4,139          4,762
Income applicable to minority interest . . . . . .          3,786          2,129          2,384
                                                         --------       --------       --------
Net income . . . . . . . . . . . . . . . . . . . .       $  5,720       $  2,010       $  2,378
                                                         --------       --------       --------
                                                         --------       --------       --------

Basic earnings per share . . . . . . . . . . . . .       $    .75       $    .51       $    .61
                                                         --------       --------       --------
                                                         --------       --------       --------
Weighted average number of shares - basic. . . . .          7,632          3,924          3,924
                                                         --------       --------       --------
                                                         --------       --------       --------
Diluted earnings per share . . . . . . . . . . . .       $    .73       $    .50       $    .59
                                                         --------       --------       --------
                                                         --------       --------       --------
Weighted average number of shares - diluted. . . .          7,826          4,007          4,007
                                                         --------       --------       --------
                                                         --------       --------       --------
</TABLE>

            See accompanying notes to consolidated financial statements

                                      5
<PAGE>

                            GOLF TRUST OF AMERICA, INC.

                  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                                   (IN THOUSANDS)

                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                         NOTE               
                                                               ADDITIONAL                              RECEIVABLE        TOTAL
                                                                 PAID-IN       RETAINED   UNEARNED     FROM STOCK    STOCKHOLDERS'
                                       SHARES       AMOUNT       CAPITAL       EARNINGS  COMPENSATION     SALE          EQUITY
                                       ------       ------     ----------      --------  ------------  ----------    ------------
<S>                                    <C>          <C>        <C>             <C>       <C>           <C>           <C>
BALANCE, February 12, 1997 . . . .          -        $   -      $       -      $      -    $       -   $       -      $       -
Proceeds from Initial Public 
Offering . . . . . . . . . . . . .      3,910           39         82,071             -            -           -         82,110
Payment of underwriters 
discount and initial offering 
costs. . . . . . . . . . . . . . .          -            -         (9,055)            -            -           -         (9,055)
Adjustment for minority 
interest in operating 
partnership. . . . . . . . . . . .          -            -        (33,882)            -            -           -        (33,882)
Issuance of shares in exchange 
for note . . . . . . . . . . . . .        159            2          3,296             -            -      (3,298)             -
Issuance of shares for 
acquisition. . . . . . . . . . . .         22            -            600             -            -           -            600
Issuance of restricted stock . . .         70            1          1,827             -       (1,828)          -              -
Proceeds from follow-on 
offering . . . . . . . . . . . . .      3,450           34         88,372             -            -           -         88,406
Payment of underwriters 
discount and costs . . . . . . . .          -            -         (5,741)            -            -           -         (5,741)
Amortization of restricted 
stock Compensation . . . . . . . .          -            -              -             -          115           -            115
Dividends. . . . . . . . . . . . .          -            -              -        (4,195)           -           -         (4,195)
Net income . . . . . . . . . . . .          -            -              -         5,969            -           -          5,969
                                       ------        -----      ---------      --------    ---------   ---------      ---------
BALANCE, December 31, 1997 . . . .      7,611        $  76      $ 127,488      $  1,774    $  (1,713)  $  (3,298)     $ 124,327
                                       ------        -----      ---------      --------    ---------   ---------      ---------

Issuance of restricted stock . . .         21            -            607             -         (607)          -              -
Issuance of shares for option 
exercise and employee stock
purchase plans . . . . . . . . . .          5            -            159             -            -           -            159
Amortization of restricted 
stock compensation . . . . . . . .          -            -              -             -          306           -            306
Dividends. . . . . . . . . . . . .          -            -              -        (6,258)           -           -         (6,258)
Net income . . . . . . . . . . . .          -            -              -         5,720            -           -          5,720
                                       ------        -----      ---------      --------    ---------   ---------      ---------
BALANCE, June 30, 1998 . . . . . .      7,637        $  76      $ 128,254      $  1,236    $  (2,014)  $  (3,298)     $ 124,254
                                       ------        -----      ---------      --------    ---------   ---------      ---------
                                       ------        -----      ---------      --------    ---------   ---------      ---------
</TABLE>

            See accompanying notes to consolidated financial statements

                                      6
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (IN THOUSANDS)
                                    (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       PERIOD FROM
                                                           SIX MONTHS  FEBRUARY 12
                                                              ENDED      THROUGH
                                                            JUNE 30,     JUNE 30,
                                                              1998         1997
                                                           ------------------------
<S>                                                        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income . . . . . . . . . . . . . . . . . . . . . .   $  5,720     $  2,010
  Adjustments to reconcile net income to net cash 
   provided by operating activities:
    Depreciation and amortization. . . . . . . . . . . .      4,265        1,149
    Loan cost amortization . . . . . . . . . . . . . . .        280            -
    Straight-line interest . . . . . . . . . . . . . . .       (664)           -
    Amortization of restricted stock compensation. . . .        306            -
    Income applicable to minority interest . . . . . . .      3,786        2,492
    Increase in receivables. . . . . . . . . . . . . . .       (375)      (1,451)
    Increase in other assets . . . . . . . . . . . . . .     (4,938)      (1,495)
    Increase in accounts payable and other liabilities .      2,522          873
                                                           --------      -------
Net cash provided by operating activities. . . . . . . .     10,902        3,578
                                                           --------      -------

CASH FLOWS USED IN INVESTING ACTIVITIES:
  Golf course acquisitions and improvements. . . . . . .   (136,236)     (54,898)
  Increase in mortgage notes receivable. . . . . . . . .     (3,063)     (61,599)
                                                           --------      -------
Net cash used in investing activities. . . . . . . . . .   (139,299)    (116,497)
                                                           --------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings on line of credit . . . . . . . . . . .    120,675       43,825
  Payments on notes. . . . . . . . . . . . . . . . . . .        (92)           -
  Bridge loan proceeds . . . . . . . . . . . . . . . . .      5,000            -
  Financing costs. . . . . . . . . . . . . . . . . . . .       (765)           -
  Net proceeds from issuance of common stock . . . . . .        159       73,055
  Distributions to partners. . . . . . . . . . . . . . .     (3,965)        (869) 
  Dividends paid . . . . . . . . . . . . . . . . . . . .     (6,258)        (821)
                                                           --------      -------
Net cash provided by financing activities. . . . . . . .    114,754      115,190
                                                           --------      -------
Net increase in cash . . . . . . . . . . . . . . . . . .    (13,643)       2,271
Cash and cash equivalents, beginning of period . . . . .     14,968            -
                                                           --------      -------
Cash and cash equivalents, end of period . . . . . . . .   $  1,325     $  2,271
                                                           --------      -------
                                                           --------      -------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 Interest paid during the period . . . . . . . . . . . .   $  2,834     $      -

NON-CASH INVESTING AND FINANCING TRANSACTIONS
Net assets of Legends Golf transferred to the Company. .   $      -     $    981
Property and equipment in accruals or deferred purchase.   $  3,992     $      -
OP Units issued in golf course acquisitions. . . . . . .   $  9,716     $      -  
Debt acquired with acquisition (Note 4). . . . . . . . .   $ 12,927     $      -
</TABLE>

            See accompanying notes to consolidated financial statements

                                      7
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)


1.   ORGANIZATION AND BASIS OF PRESENTATION

     Golf Trust of America, Inc. (the "Company") was incorporated in Maryland 
on November 8, 1996.  The Company is a self-administered real estate 
investment trust ("REIT") formed to capitalize upon consolidation 
opportunities in the ownership of upscale golf courses in the United States.  
The principal business strategy of the Company is to acquire upscale golf 
courses and to lease the golf courses pursuant to long-term triple net leases 
to qualified third party operators, including affiliates of the sellers.  
Title to the acquired courses is held by Golf Trust of America, L.P., a 
Delaware limited partnership (the "Operating Partnership") and Sandpiper-Golf 
Trust LLC. a wholly-owned subsidiary of the Operating Partnership. Golf Trust 
of America, Inc., through its wholly owned subsidiaries GTA GP, Inc. ("GTA 
GP") and GTA LP, Inc. ("GTA LP"), holds a 59.7 percent interest in the 
Operating Partnership. 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 59.5 percent interest 
therein.  Larry D. Young, a director of the Company, along with his 
affiliates, owns 29.2 percent of the Operating Partnership and is a 
significant lessee.  The remaining interest in the Operating Partnership is 
held by operators of the golf courses, their affiliates and officers of the 
Company.

     The accompanying unaudited financial statements have been prepared by 
the management of Golf Trust of America, Inc. in accordance with generally 
accepted accounting principles for interim financial statements and in 
conformity with the rules and regulations of the Securities and Exchange 
Commission. Accordingly, they do not include all of the information and 
footnotes required by generally accepted accounting principles for complete 
financial statements. In the opinion of management, all adjustments 
(consisting of only normal recurring adjustments) considered necessary for a 
fair presentation have been included.  The results of operations for the 
three months ended June 30, 1998 are not necessarily indicative of the 
results that may be expected for the full year.  These financial statements 
should be read in conjunction with the Company's December 31, 1997 audited 
financial statements and notes thereto included in the Company's Annual 
Report on Form 10-K.

     The unaudited Pro Forma Consolidated Statement of Income for the six 
months ended June 30, 1997 is presented as if the Formation Transactions (i.e.,
the events occurring or resulting from the Company's initial public offering 
on February 11, 1997) had occurred January 1, 1997 and includes the pro forma 
period from January 1, 1997 to February 11, 1997 and actual results for the 
period from February 12 to June 30, 1997.  In management's opinion, all 
adjustments necessary to reflect the effects of the Formation Transaction 
have been made.

     In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 128, "Earnings Per Share."
This pronouncement specifies the computation, presentation and disclosure 
requirements for earnings per share.  The new standard had no material impact 
on the Company's financial statements as "diluted" earnings per share 
disclosure required by the pronouncement were the same as earnings per share 
previously reported.  The only difference in "basic" and "diluted" weighted 
average shares is the dilutive effect of the Company's stock options 
outstanding (approximately 296,000 and 83,000 shares added to weighted shares 
outstanding for the three months ended June 30, 1998 and 1997, respectively). 

                                      8
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)

2.   ACQUISITION OF GOLF COURSES

     During the three months ended March 31, 1998, the Company purchased 6 
golf courses for an aggregate initial investment of approximately $79.6 
million in cash and repayment of indebtedness, the assumption of a property 
subject to a lien of $12.9 million and $7.6 million in OP Units 
(approximately 280,000 units).

     During the three months ended June 30, 1998, the Company purchased an 
additional 5.5 eighteen hole equivalent golf courses for an aggregate initial 
investment of approximately $55.3 million of which $53.2 million was paid in 
cash and $2.0 million in OP Units (approximately 62,000 units).  The 
aforementioned golf courses are leased to third party operators pursuant to 
long-term triple net leases.

     The following is a summary of the acquisitions for 1998:

<TABLE>
<CAPTION>
                                                                                    INITIAL
ACQUISITION                                                                        INVESTMENT
   DATE            COURSE NAME                            LOCATION               (IN THOUSANDS)
------------------------------------------------------------------------------------------------
<S>            <C>                                       <C>                     <C>
 1/2/98         Bonaventure - East and West Courses        Fort Lauderdale, FL      $23,700
1/16/98         Mystic Creek Golf Club & Banquet Center    Dearborn, MI              10,000
 2/1/98         Emerald Dunes Golf Course                  West Palm Beach, FL       22,400
 3/6/98         Sandpiper Golf Course                      Santa Barbara, CA         36,500
 3/9/98         Persimmon Ridge Country Club               Louisville, KY             7,500
5/22/98         Eagle Ridge Inn & Resort                   Galena, IL                47,000
5/29/98         Tierra Del Sol                             Albuquerque, NM            3,600
6/17/98         Silverthorn Country Club                   Brooksville, FL            4,700
                                                                                  ---------
                                                                                   $155,400
                                                                                  ---------
                                                                                  ---------
</TABLE>

     The Emerald Dunes Golf Course was acquired subject to a lien which is 
explained in Note 4. In conjunction with the purchase of the Emerald Dunes 
Golf Course, Raymon Finch, Sr. and Ray Finch, Jr. (collectively the Finches) 
were granted 50,000 options each, of which 25,000 in the aggregate will vest 
when in any calendar year, the Company acquires $25 million in courses as 
identified by the Finches. After year five, all options immediately vest if 
the stock price is $10.00 over the strike price at which the options were 
issued ($28) and if the Finches have otherwise undertaken to promote and 
market the Company.

     Concurrent with the acquisition of the Sandpiper Golf Course, the 
Company formed Sandpiper-Golf Trust LLC, of which the Operating Partnership 
is the sole member, to hold title to the golf course. In, addition, the 
Operating Partnership owns approximately 95% of the economic interest in a 
taxable subsidiary formed to hold title to a 14 acre development site 
adjacent to the Sandpiper Golf Course with the balance owned by Mr. Blair, 
President and Mr. Young, a director of the Company.
      
     On May 22, 1998, the Company acquired Eagle Ridge Inn and Resort, 
located in Galena, Illinois for $47.0 million.  The facility, comprised of 
three 18-hole golf courses, a 9-hole executive course, the 80-room Eagle 
Ridge Hotel, conference center facilities and other resort related amenities,
is leased by the Company to an affiliate of Starwood Capital and Troon Golf.  
Troon Golf also manages the Westin Innisbrook Resort Courses which is owned 
by an affiliate of Starwood Capital and Troon Golf, as is the Lost Oaks of 
Innisbrook course. This transaction was funded by approximately $45.8 million 
from the line of credit and $1.2 million of OP Units.

                                      9
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)

2.   ACQUISITION OF GOLF COURSES (CONT'D)

     On May 29, 1998, the Company acquired Tierra Del Sol, an 18-hole upscale 
golf facility located near Albuquerque, New Mexico for $3.6 million.  The 
course is leased to an affiliate of the prior owner, Golf Classic Resorts. 
This transaction was funded by $2.7 million in cash from the Bridge Loan and 
$.9 million in OP Units.

     On June 22, 1998, the Company acquired Silverthorn Country Club, an 
18-hole private championship golf facility located in Brooksville, Florida, 
north of Tampa, for $4.7 million.  The Company leases the golf course to 
Granite Golf Group, Inc.   Granite Golf Group now operates five courses which 
are owned by the Company.

3.   COMMITMENTS

     LEASES

     The Company, typically, leases its 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 required to make available a 
reserve of 2 to 5 percent of the annual gross golf revenue of each course for 
capital expenditure reimbursement to the lessee subject to approval by the 
Company.  At June 30, 1998, the amount reserved was $696,000 compared to 
$248,000 for June 30, 1997.

     The non-cancelable leases provide for the Company to receive the greater 
of the Base Rent Escalation or an amount equal to Participating Rent plus the 
Base Rent Escalation payable under each non-cancelable lease.  Participating 
rent will generally be paid to the Company each quarter in the amount, if 
any, by which the Gross Golf Revenue exceeds the Gross Golf Revenue for the 
Golf Course for the base year times 33 1/3%.  Participating rent was $155,000 
and $74,000 for the three months ended June 30, 1998 and 1997, respectively.  
The base rent will generally be increased each year by the lesser of (i) 3% 
or (ii) 200% of the annual percentage increase in the Consumer Price Index 
("CPI").  Annual increases in lease payments, including Base Rent Escalation 
and Participating Rents, are generally limited to 5% to 7% for a given period.

     COMMITMENTS

     Under certain circumstances, the Company agrees to fund significant 
capital improvements, to expand the existing golf facilities and in limited 
circumstances to provide working capital to existing lessees.  When 
significant capital improvements are funded, the underlying Base Rent will be 
increased. Working capital lines are evidenced by promissory notes or set 
forth in the lease agreement.  The Company has agreed to fund the 
construction of an additional nine holes at Northgate Country Club ($3.0 
million), fund the construction at Lost Oaks of Innisbrook for renovations of 
the clubhouse and golf course ($1.25 million), fund a working capital line at 
Tiburon ($150,000), fund the renovations to the conference facilities and 
construction of additional nine holes at the Westin Innisbrook Resort ($9.0 
million), fund a working capital line at Bonaventure Golf Course ($750,000) 
and pay for renovations at that course ($3.2 million) and pay for renovations 
at the Sandpiper Golf Course ($6.0 million) and to fund a working capital 
line ($5.0 million) at that course. The Company has currently funded $10.6 
million and is obligated to fund an additional $17.6 million over the next 
two years.

     The Company is in various stages of negotiation and due diligence review 
for several acquisitions.  Completion of these transactions is subject to 
negotiation and execution of definitive documentation and certain other 
customary closing conditions.  No assurances can be given that the Company 
will continue to pursue or complete the acquisition of any of these golf 
course acquisitions.

4.   NOTES PAYABLE

     On June 20, 1997, the Company entered into a Credit Facility with a 
consortium of banks led by NationsBank N.A., as agent, to be used primarily 
for the acquisition of golf courses, but a portion of which may also be used 
for acquisition of expansion facilities, for capital expenditures or for 
general working capital purposes. Prior to amendment, the Company had a $100 
million secured revolving Credit Facility with a floating interest rate of 
LIBOR plus 1.75%.  On February 27, 1998, the Company amended and restated the 
Credit Facility to increase the amount available to $125 million on an 
unsecured basis. The Credit Facility has only interest due currently, with 
the principal balance due February 2000 (the third anniversary of the closing 
date). The Credit Facility availability is limited to the unencumbered pool 
calculation (as defined in the Credit Facility) and up to 20% of the Facility 
may be used for working capital needs.  Financial covenants include net 
worth, liquidity and cash flow covenants.  Non-financial covenants include 
restrictions on loans outstanding, construction in progress, loans to 
officers and changes to the Board of Directors.  At the present time, these 
covenants have been met.   

                                      10
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)

4.   NOTES PAYABLE (CONT'D)

     On May 6, 1998, the Company negotiated an amendment to the Credit 
Facility whereby the Company now has a grid pricing arrangement which 
provides incentives for the Company to maintain a low ratio of total debt to 
total assets. The Company expanded the definition of eligible properties for 
qualification into the unencumbered pool in a manner consistent with the 
Company's own underwriting methods.  The Company also negotiated to reduce 
the coverage ratio for the unencumbered pool calculation to offer greater 
flexibility for future capital needs. 

     On May 22, 1998, Eagle Ridge was purchased for approximately $45.5 
million in cash and $1.2 million in OP units.  This increased the amount 
borrowed under the Credit Facility to its limit of $125.0 million.   Also on 
May 22, 1998, a $5.0 million temporary (30 day) bridge loan was obtained from 
NationsBank N.A. for the purchase of the Silverthorn and Tierra Del Sol 
courses.  This temporary loan was rolled over into the $100.0 million Bridge 
Loan on July 9, 1998 with NationsBank N.A. and Bank of America National Trust 
and Savings Association. 

     The $100.0 million Bridge Loan has the same interest rates and covenant 
requirements as the $125.0 million Credit Facility. The Bridge Loan has an 
original term of 90 days with 3 options to extend for an additional 30 days.  
The Company has an obligation to pay off this Bridge Loan at the end of its 
term. As a result, the Company is currently considering several equity and 
debt financing options.  The total unsecured loans as of June 30, 1998 were 
$125.0 under the Credit Facility and $5.0 million under the Bridge Loan.

     Effective February 1, 1998, the Company purchased the Emerald Dunes 
property subject to an existing lien whose principal balance was 
approximately $12.9 million at the time of the purchase.  This loan has fixed 
monthly payments of approximately $117,000 (including interest of 8.75%) due 
on the first of each month with the term expiring in November 2016.  The 
balance at June 30, 1998 was approximately $12.8 million. 

     The Company has agreed to maintain minimum loan balances of 
approximately $17.2 million for up to ten years to accommodate certain prior 
owners' efforts to seek to minimize certain adverse tax consequences from 
their contribution of their courses to the Company. 

                                      11
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)

5.   STOCK OPTIONS AND AWARDS

     
     In May 1997, the Company adopted the 1997 Stock-Based Incentive Plan 
(the "New 1997 Plan"). Under the New 1997 Plan, the Compensation Committee of 
the Board of Directors is authorized to grant awards relating in the 
aggregate up to 600,000 shares of the Company's common stock.  Option grants 
generally vest ratably over a period of three years from the date of grant 
and expire ten years from the date of grant.  Restricted stock grants vest 
twenty five percent per year from the date of grant.  On June 3, 1998, 25,000 
options were granted to a new employee.  

     Transactions involving the plans are summarized as follows: 

<TABLE>
<CAPTION>
                                                                  WEIGHTED
                                                                   AVERAGE
     OPTION SHARES                                   SHARES     EXERCISE PRICE
     -------------                                   ------     --------------
<S>                                                 <C>         <C>
     Outstanding at February 12, 1997. . . .              -           $      -
     Granted . . . . . . . . . . . . . . . .        940,000              23.88
     Exercised . . . . . . . . . . . . . . .              -                  -
     Expired and/or canceled . . . . . . . .              -                  -
                                                  ---------           --------
     Outstanding at December 31, 1997. . . .        940,000           $  23.88
                                                  ---------           --------
                                                  ---------           --------
     Granted . . . . . . . . . . . . . . . .         70,000              29.82
     Exercised . . . . . . . . . . . . . . .         (4,666)            (25.75)
     Expired and/or canceled . . . . . . . .              -                  -
                                                  ---------           --------
     Outstanding at June 30, 1998. . . . . .      1,030,334           $  24.42
                                                  ---------           --------
                                                  ---------           --------
</TABLE>

<TABLE>
<CAPTION>
------------------------------------------------------------       -----------------------
                      OPTIONS OUTSTANDING                            OPTIONS EXERCISABLE
------------------------------------------------------------       -----------------------
RANGE OF                           REMAINING         AVERAGE
EXERCISE                          CONTRACTUAL       EXERCISE
 PRICE                 SHARES     LIFE (YEARS)        PRICE         SHARES          PRICE
---------             --------    -----------       --------       --------         ------
<S>                   <C>         <C>               <C>            <C>              <C>
$21                    335,000            8.6         $21.00        125,000         $21.00
$24 - $26              600,334            8.8         $25.48              -              -
$29 - $32               70,000            9.6         $29.00         20,000         $29.00
$32 - $35               25,000            9.9         $32.13              -              -
</TABLE>

          EMPLOYEE STOCK PURCHASE PLAN

     Effective March 1, 1998, the Company adopted an Employee Stock Purchase
Plan to provide substantially all employees an opportunity to purchase shares of
its common stock through payroll deduction, up to 10% of eligible compensation
with a $25,000 maximum deferral.  Semi-annually, participant account balances
will be used to purchase shares of stock at the lesser of 85 percent of the fair
market value of shares on grant date or exercise date.  The Employee Stock
Purchase Plan expires on February 28, 2008.  A total of 250,000 shares will be
available for purchase under this plan.  As of June 30, 1998 1,128 shares have
been issued. 

                                      12
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)

6.   PRO FORMA FINANCIAL INFORMATION 

     The pro forma financial information set forth below is presented as if 
the second quarter 1998 acquisitions (Note 3) had been consummated as of 
January 1, 1997.  The pro forma financial information is not necessarily 
indicative of what actual results of operations of the Company would have 
been assuming the acquisitions had been consummated as of January 1, 1997 nor 
does it purport to represent the results of operations for future periods (in 
thousands, except per share amounts).
     
<TABLE>
<CAPTION>
                                        For the Six          For the Pro forma Six
                                        Months Ended              Months Ended
                                        June 30, 1998             June 30, 1997
      -------------------------------------------------------------------------
<S>                                     <C>                 <C>
      Revenues                               $25,373                $15,840
      Net income                             $ 5,668                $ 1,235
      Basic earnings per share               $   .74                $   .31
      Diluted earnings per share             $   .71                $   .31
</TABLE>

     The pro forma financial information includes the following adjustments: 
(i) an increase in depreciation and amortization expense; (ii) an increase in 
general and administrative expenses to reflect a whole year of operations for 
1997 only;  (iii) a increase in interest expense; and (iv) an increase in 
income applicable to minority interest. 

                                      13
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)

7.   TRANSACTIONS WITH AFFILIATE AND SIGNIFICANT LESSEE

     Legends Golf is a significant lessee of the golf courses in the 
Company's portfolio.  Legends Golf is a golf course management group 
consisting of eight companies affiliated through common ownership that 
operates a portfolio of golf courses owned by the Company.  Legends Golf 
manages and operates the golf courses as a lessee under triple net 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.

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

<TABLE>
<CAPTION>
                                              JUNE 30,      DECEMBER 31,
     (IN THOUSANDS)                            1998            1997
     -------------------------------------------------------------------
     <S>                                      <C>           <C>
     Current assets                           $  2,504      $  2,454
     Non-current assets                         23,492        19,765
                                              --------      --------
     Total assets                             $ 25,996      $ 22,218
                                              --------      --------
                                              --------      --------
     Payable to Golf Trust of America, LP     $  1,091      $  1,004
     Other current liabilities                   1,511         1,720
     Total long-term liabilities                13,652        10,897
     Total owners' equity                        9,742         8,597
                                              --------      --------
     Total liabilities and owners' equity     $ 25,996      $ 22,218
                                              --------      --------
                                              --------      --------
</TABLE>

<TABLE>
<CAPTION>
                                        FOR THE THREE MONTHS ENDED JUNE 30,
     (IN THOUSANDS)                             1998          1997
     -------------------------------------------------------------------------
     <S>                                       <C>           <C>
     Total Revenues                            $ 7,908       $7,889
     Operating Income                          $   516       $  252
     Net Income                                $ 1,815       $1,471
</TABLE>

     Total revenues from golf course operations for Legends Golf remained the 
same for the three months ended June 30, 1998 compared to 1997.  An increase 
attributed to increased greens fees at the Myrtle Beach area courses and a 
full quarter of operations at the Virginia courses was offset by reduced cart 
rentals.

     Operating income increased by $.3 million to $.5 million for the three 
months ended June 30, 1998 compared to $.3 million for the corresponding 
period in 1997.  The increase was primarily the result of reductions in 
administrative and maintenance expenses.  Net income was $1.8 million for the 
three months ended June 30, 1998 compared to net income of $1.5 million for 
the three months ended June 30, 1997 primarily due to the increase in the 
equity in the earnings of Golf Trust of America, L.P. and the reductions in 
adminstrative and maintenance expense.


                                      14
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)

7.   TRANSACTIONS WITH AFFILIATE AND SIGNIFICANT LESSEE (CONT'D)

<TABLE>
<CAPTION>
                                          FOR THE SIX MONTHS ENDED JUNE 30,
     (IN THOUSANDS)                               1998         1997
     --------------------------------------------------------------------------
<S>                                             <C>          <C>
     Total Revenues                             $13,207      $12,996
     Operating Loss                             $   654      $   352
     Net Income                                 $ 2,094      $ 1,144
</TABLE>

     Total revenues from golf course operations for Legends Golf increased by 
$.2 million to $13.2 million for the six months ended June 30, 1998.  The 
increase was primarily attributed to increased greens fees at the Myrtle 
Beach area courses net of reduced cart rentals.

     Operating loss increased by $.3 million to $.7 million for the six 
months ended June 30, 1998 compared to $.4 million for the corresponding 
period in 1997.  The increase was primarily the result of lease payments to 
Golf Trust of America, L.P. for the full six months in 1998 versus only four 
and one-half months in 1997 offset by the related reductions in depreciation 
expense.  Net income was $2.1 million for the six months ended June 30, 1998 
compared to $1.1 million for the six months ended June 30, 1997 primarily due 
to the increase in equity in the earnings of Golf Trust of America, L.P. of 
$.9 million net of the items above.

8.   SUBSEQUENT EVENTS

     DECLARATION OF DIVIDENDS
     
On May 18, 1998, the Board of Directors declared a quarterly dividend 
distribution of $.44 per share for the quarter ended June 30, 1998, to 
stockholders of record on June 30, 1998, which was paid on July 15, 1998.

     ACQUISITIONS 

     On July 10, 1998, the Company acquired Polo Trace Golf and Country Club, 
an 18-hole upscale golf facility located in Delray Beach, Florida for $12.3 
million.  The Company leases the golf facility to an affiliate of Emerald 
Dunes Golf Course.   Emerald Dunes Golf Management and its affiliates now 
lease four courses from the Company (Bonaventure (2), Emerald Dunes and Polo 
Trace).  For this acquisition the Company assumed a loan with NationsCredit 
for approximately $5.0 million.  The Company has agreed to maintain this debt 
until January of 1999 to avoid certain prepayment penalties.

     On July 17, 1998, the Company acquired Ohio Prestwick Country Club for 
$6.4 million.  The 18-hole upscale private facility, located near Akron, 
Ohio, is leased to the lessee of Raintree Country Club, another current GTA 
course.

                                      15
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (CONTINUED)


OVERVIEW AND FORMATION

     Golf Trust of America, Inc. (the "Company") conducts business through 
Golf Trust of America, L.P. (the "Operating Partnership"), of which the 
Company owns 59.7 percent interest through its two wholly owned subsidiaries 
and is the general partner.  Larry D. Young, a director of the Company, along 
with his affiliates, owns 29.2 percent of the Operating Partnership and is a 
significant lessee.  The remaining interest in the Operating Partnership is 
held by operators of the golf courses, their affiliates and officers of the 
Company.

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

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

GOLF COURSE ACQUISITIONS

     During the first quarter of 1998, the Company acquired interests in 6 
courses for an aggregate of approximately $100 million.

     On January 2, 1998, the Company acquired Bonaventure Golf Courses, 
comprised of two 18-hole golf courses located in Ft. Lauderdale, Florida for 
$23.7 million in cash and repayment of mortgage indebtedness including 
closing costs. The Company leases the golf courses to an affiliate of Emerald 
Dunes Golf Course under a Participating Lease.

     On January 16, 1998, the Company acquired Mystic Creek Golf Club and 
Banquet Center, an 18-hole semi-private country club located near Dearborn, 
Michigan for $8.5 million in cash and OP Units valued at approximately $1.5 
million.

     Effective February 1, 1998, the Company acquired Emerald Dunes Golf 
Course, and 18-hole daily fee golf facility located in West Palm Beach, 
Florida for a total purchase of $22.4 million, which includes $6.1 million in 
OP Units. The Company acquired the course subject to an existing first lien 
of $12.9 million.

                                      16
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (CONTINUED)

GOLF COURSE ACQUISITIONS (CONT'D)

     On March 6, 1998, the Company acquired Sandpiper Golf Course, an 18-hole 
upscale daily fee golf facility near Santa Barbara, California for $32.0
million and an adjacent 14-acre development site valued at $4.5 million. The 
course is leased to a joint venture consisting of one of the West Coast's 
largest golf course contractors, Environmental Golf, and the owner of a 
planned 400 room five star luxury hotel adjacent to the course to comply with 
certain REIT restrictions. Mr. Blair and Mr. Young hold an approximate 5% 
interest in the taxable subsidiary which holds the development site.

     On March 9, 1998, the Company acquired Persimmon Ridge, an 18-hole 
upscale private golf facility located near Louisville, Kentucky for $7.5 
million. The course is leased to an affiliate of Granite Golf Group.

     During the second quarter of 1998, the Company has acquired interest in 
an additional 5.5 eighteen hole equivalent golf courses for an aggregate of 
approximately $55.3 million.  These acquisitions included Eagle Ridge Inn and 
Resort, Silverthorn and Tierra Del Sol.

     On May 22, 1998, the Company acquired Eagle Ridge Inn and Resort, 
located in Galena, Illinois for $47.0 million.  The facility, comprised of 
three 18-hole golf courses, a 9-hole executive course, the 80-room Eagle 
Ridge Hotel, conference center facilities and other resort related amenities 
is leased by the Company to an affiliate of Starwood Capital and Troon Golf. 
This transaction was funded by approximately $45.8 million from the line of 
credit and $1.2 million in OP Units.

     On May 29, 1998, the Company acquired Tierra Del Sol, an 18-hole upscale 
golf facility located near Albuquerque, New Mexico for $3.6 million.  The 
course is leased to an affiliate of the prior owner, Golf Classic Resorts. 
This transaction was funded by $2.7 million in cash and $.9 million in OP 
Units.

     On June 17, 1998, the Company acquired Silverthorn Country Club, an 
18-hole private championship golf facility located in Brooksville, Florida, 
north of Tampa, for $4.7 million.  The Company leases the golf course to an 
affiliate of Granite Golf Group, Inc. This transaction was all cash funded by 
the bridge loan and operating proceeds.

                                      17
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (CONTINUED)

GOLF COURSE ACQUISITIONS (CONT'D)

     Thus far in the third quarter of 1998, the Company has purchased two 
golf courses, Polo Trace and Ohio Prestwick.  On July 10, 1998, the Company 
acquired Polo Trace Golf and Country Club, an 18-hole upscale golf facility 
located in Delray Beach, Florida for $12.3 million.  The Company leases the 
golf facility to an affiliate of Emerald Dunes Golf Management. On July 17, 
1998, the Company acquired Ohio Prestwick Country Club for $6.4 million.  The 
18-hole upscale private facility, located near Akron, Ohio, is leased to the 
lessee of Raintree Country Club, another current GTA course.

REVENUE GROWTH

     The Company's primary sources of revenue are Lease Payments under the 
Participating Leases and mortgage payments under the Participating Mortgage. 
Participating Rent is generally equal to 33-1/3% of the increase in Gross 
Golf Revenues over the Gross Golf Revenues for the Golf Course for the base 
year.  Base Rent will increase each year by the Base Rent Escalator during 
the first five years of the lease term, generally equal to the lesser of (i) 
3% or (ii) 200% of the change in the CPI over the prior year.  Annual 
increases in Lease Payments, including Annual Base Rent Escalation increases 
and Participating Rents are generally limited to a maximum of 5% to 7% for a 
given period.

     Management believes the principal source of growth in Gross Golf 
Revenues at the Golf Courses will be increased green fees, cart fees, and 
other related fees.  In order to achieve higher revenues, management believes 
the Lessees will need to continue to offer golfers a high quality golf 
experience as it relates to the pace of play, condition of the Golf Course 
and overall quality of the facilities.

RESULTS OF OPERATIONS OF THE COMPANY

FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997

     For the three months ended June 30, 1998, the Company received 
$10,448,000 in revenue from the Participating Leases and the Mortgage Note 
Receivable, including $155,000 in Participating Rent.  For the three months 
ended June 30, 1997, the Company received $3,998,000 in revenue from the 
Participating Leases and the Mortgage Note Receivable, including $74,000 in 
Participating Rent.  The increase in revenues is due to 1) minimum rent 
increases of approximately $95,000, 2) rent of $4,091,000, from new course 
acquisitions and expansions, 3) the $81,000 increase in participating rent to 
$155,000 from $74,000, and 4) $2,183,000 of interest recognized from the 
Mortgage Note Receivable for 1998 compared to $181,000 for 1997.  The 
Mortgage was obtained on June 20, 1997.

     Expenses totaling $3,756,000 for the three months ended June 30, 1998 
and $1,400,000 for three months ended June 30, 1997, reflect depreciation, 
amortization, general and administrative expenses.  The increase in expenses 
reflects 1) additional depreciation of $1,624,000 for the acquisitions made 
subsequent to June 30, 1997 and 2) additional general and administrative 
costs of $732,000, including additional compensation expense of $415,000, 
loan amortization of $150,000 and increased administrative costs of $167,000. 

     Additional interest expense of $1,756,000 results from the approximate 
$100,100,000 of acquisitions made in the first quarter of 1998 and the 
$55,300,000 made in the second quarter of 1998.

     The loss on the sale of assets was from one location where the golf carts 
were traded in as part of a new leasing program and another location where a 
new clubhouse was built and the old facility was disposed of.

     For the three months ended June 30, 1998 net income was $2,639,000 
compared to $1,292,000 for the three months ended, 1997. 

                                      18
<PAGE>
                            GOLF TRUST OF AMERICA, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (CONTINUED)

RESULTS OF OPERATIONS OF THE COMPANY (CONT'D)

FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND THE PROFORMA SIX MONTHS ENDED
JUNE 30, 1997

     For the six months ended June 30, 1998 and the proforma six months ended 
June 30, 1997, the Company would have received $19,352,000 and $6,040,000 in 
revenue from the Participating Leases and from the Mortgage Note Receivable 
in 1998, including $520,000 and $112,000 in Participating Rent/Interest for 
1998 and 1997, respectively.  The 1997 proforma results have been computed 
using actual results for 1997 and projected results for the period from 
January 1 to February 12, 1997. The increase in revenues is due to 1) minimum 
increases of approximately $190,000, 2) rent of $6,848,000 from new course 
acquisitions and expansions 3) $4,128,000 of interest from the Mortgage Note 
Receivable which was issued June 20, 1997 and 4) the $408,000 increase in 
Participating Rent.

     Expenses would have totaled $6,733,000 and $3,190,000 for the six months 
ended June 30, 1998 and the proforma six months ended June 30, 1997, and 
reflect depreciation, amortization, general and administrative expenses.  The 
increase reflects 1) additional depreciation of $2,153,000 for the 
acquisitions made after June 30, 1998 and 2) additional general and 
administrative costs of $1,390,000, including additional compensation expense 
of $593,000, loan amortization of $280,000 and increased administrative costs 
of $517,000. 
     
     Additional interest expense of $2,632,000 results from the acquisitions 
made during and after the second quarter of 1997.

     The loss on the sale of assets was from one location where the golf carts 
were traded in as part of a new leasing program and another location where a 
new clubhouse was built and the old facility was disposed of.

     Net income for the six months ended June 30, 1998 and the proforma six 
months ended 1997 would have been  $5,720,000 and $2,378,000, respectively. 

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

     Cash flow from operating activities for the six months ended June 30, 
1998 was $10,902,000 compared to $3,578,000 for the period from February 12, 
1997 to June 30, 1997.  This reflects net income before minority interest, 
plus noncash charges to income for depreciation, loan cost amortization and 
working capital changes.  Cash flows used in investing activities reflect 
increases in the mortgage receivable related to the Westin Innisbrook 
facility of $3,063,000 and golf course acquisitions of $136,236,000 for the 
six months ended June 30, 1998. This compares to acquisitions of the ten 
initial courses $54,898,000 and the Westin Innisbrook Mortgage for 
$61,599,000 for the period from February 12 to June 30, 1997. Cash flows 
provided by financing activities, totaling $114,754,000 represents the net 
borrowing of $124,910,000 under the Credit and Bridge Facility less dividends 
and partner distributions totaling $10,223,000 for the six months ended June 
30, 1998.  This compares to borrowings of $43,825,000 for the Westin 
Innisbrook Mortgage and the initial offering proceeds of $73,055,000 for the 
period from February 12, 1997 to June 30, 1997. Distributions to partners and 
shareholders totaled $1,690,000 represented a partial period distribution of 
$.21 per share through June 30, 1997.

     On June 20, 1997, the Company entered into a Credit Facility with a 
consortium of banks led by NationsBank N.A., as agent, to be used primarily 
for the acquisition of golf courses, but a portion of which may also be used 
for acquisition of expansion facilities, for capital expenditures or for 
general working capital purposes. Prior to amendment, the Company had a $100 
million secured revolving Credit Facility with a floating interest rate of 
LIBOR plus 1.75%.  On February 27, 1998, the Company amended and restated the 
Credit Facility to increase the amount available to $125 million on an 
unsecured basis. The Credit Facility availability is limited to the 
unencumbered pool calculation (as defined in the Credit Facility) and up to 
20% of the Facility may be used for working capital needs.  Financial 
covenants include net worth, liquidity and cash flow covenants.  
Non-financial covenants include restrictions on loans outstanding, 
construction in progress, loans to officers and changes to Board of 
Directors.  At of June 30, 1998, these covenants have been met.   

                                      19
<PAGE>
                            GOLF TRUST OF AMERICA, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (CONTINUED)

     At the beginning of the second quarter, the Company had $73.7 million 
outstanding debt on its $125.0 million  Facility.  On May 6, 1998, the 
Company negotiated an amendment to the Credit Facility whereby the Company 
now has a grid pricing arrangement which provides incentives for the Company 
to maintain a low ratio of total debt to total assets. The Company expanded 
the definition of eligible properties for qualification into the unencumbered 
pool in a manner consistent with the Company's own underwriting methods.  The 
Company also negotiated to reduce the coverage ratio for the unencumbered 
pool calculation to offer greater flexibility for future capital needs. 

     On May 22, 1998, Eagle Ridge was purchased for approximately $45.0 
million in cash and $2.0 million in OP units.  This pushed the amount 
borrowed under the Credit Facility to its limit of $125.0 million.   Also on 
May 22, 1998, a $5.0 million temporary (30 day) bridge loan was obtained from 
NationsBank N.A. for the purchase of the Silverthorn and Tierra Del Sol 
courses.  This temporary loan was rolled over into the $100.0 million bridge 
facility on July 9, 1998 with NationsBank N.A. and Bank of America National 
Trust and Savings Association. 

     The terms of the $100.0 million Bridge Loan has the same interest rates 
and covenant requirements as the $125.0 million Credit Facility.  The Bridge 
Loan has an original term of 90 days with 3 options to extend for an 
additional 30 days.  As a result, the Company is currently considering 
several equity and debt financing options.  The total unsecured loans as of 
June 30, 1998 were $125 million under the Credit Facility and $5 million 
under the Bridge Loan. 

     Effective February 1, 1998, the Company purchased the Emerald Dunes 
property subject to an existing lien whose principal balance was 
approximately $12.9 million at the time of the purchase.  This loan has fixed 
monthly payments of approximately $117,000 (including interest of 8.75%) due 
on the first of each month with the term expiring in November 2016.  The 
balance at June 30, 1998 was approximately $12.8 million. 

     The Company has agreed to maintain minimum loan balances of 
approximately $17.2 million for up to ten years to accommodate certain prior 
owners' efforts to minimize certain adverse tax consequences from their 
contribution of their courses to the Company.

     On July 10, 1998, the Company acquired Polo Trace Golf and Country Club, 
an 18-hole upscale golf facility located in Delray Beach, Florida for $12.3 
million.  The Company leases the golf facility to an affiliate of Emerald 
Dunes Golf Course.   Emerald Dunes Golf Management and its affiliates now 
lease four courses from the Company (Bonaventure (2), Emerald Dunes and Polo 
Trace).  For this acquisition the Company assumed a loan with NationsCredit 
for approximately $5.0 million.  The Company has agreed to maintain this debt 
until January of 1999 to avoid certain prepayment penalties.

     On July 17, 1998, the Company acquired Ohio Prestwick Country Club for 
$6.4 million.  The 18-hole upscale private facility, located near Akron, 
Ohio, is leased to the lessee of Raintree Country Club, another current GTA 
course.

     The Company intends to invest in additional golf courses as suitable 
opportunities arise, but the Company will not undertake investments unless 
adequate sources of financing are available.  The Company anticipates that 
future acquisitions would be funded with debt financing provided by the Line 
of Credit, the issuance of OP Units or with proceeds of additional equity 
offerings.  In the future, the Company may negotiate additional credit 
facilities or issue corporate debt instruments.  Any debt issued or incurred 
by the Company may be secured or unsecured, long-term or short-term, fixed or 
variable interest rate and may be subject to such other terms, as the Board 
of Directors deems prudent.  The Company currently has one binding agreement 
to acquire an additional golf course for approximately $4.2 million, subject 
to satisfaction of various due diligence conditions.  The Company is in 
active negotiations regarding the acquisition of additional golf courses. 

     The Company's acquisition capabilities are enhanced by its existing 
capital structure.  The Company intends to maintain a capital structure with 
consolidated indebtedness representing no more than 50% of its total market 
capitalization.

                                      20
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (CONTINUED)

COMMITMENTS

     The Participating Leases generally require the Company to reserve 
annually between 2.0% and 5.0% of the Gross Golf Revenues of the Golf Courses 
to fund capital expenditures.  The Lessees will fund any capital expenditures 
in excess of such amounts. 

     Under certain circumstances, the Company agrees to make available to the 
Lessees to fund significant capital improvements, to expand the existing golf 
facilities and in limited circumstances to provide working capital for 
existing lessees.  When significant capital improvements are funded, the 
underlying Base Rent will be increased. Working capital lines are evidenced 
by promissory notes or set forth in the lease agreement.  The Company has 
agreed to fund the construction of an additional nine holes at Northgate 
Country Club ($3.0 million), fund the construction at Lost Oaks of Innisbrook 
for renovations of the clubhouse and golf course ($1.25 million), fund a 
working capital line at Tiburon ($150,000), fund the renovations to the 
conference facilities and construction of additional nine holes at the Westin 
Innisbrook Resort ($9.0 million), fund a working capital line at Bonaventure 
Golf Course ($750,000) and pay for renovations at that course ($3.2 million) 
and pay for renovations at the Sandpiper Golf Course ($6.0 million) and to 
fund a working capital line of ($5.0 million) at that course. The Company has 
currently funded $10.6 million and is obligated to fund an additional $17.6 
million in the next two years.

     The Company is in various stages of negotiation and due diligence 
review for various of these acquisitions.  Completion of these transactions is 
subject to negotiation and execution of definitive documentation and certain 
other customary closing conditions.  No assurances can be given that the 
Company will continue to pursue or complete the acquisition of any of these 
golf course acquisitions.

FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION

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

<TABLE>
<CAPTION>
                                                                   (IN THOUSANDS)
                                                THREE MONTHS        THREE MONTHS  
                                                    ENDED               ENDED     
                                               JUNE 30, 1998        JUNE 30, 1997 
                                               -----------------------------------
                                                 (UNAUDITED)         (UNAUDITED)  
<S>                                            <C>                 <C>            
Income before minority interest. . . . .            $  4,442            $  2,665  
Depreciation and amortization for real
estate assets. . . . . . . . . . . . . .               2,452                 803  
Loss on sale of assets . . . . . . . . .                 370                   -  
                                                    --------            --------  
Funds from Operations. . . . . . . . . .               7,244               3,468  

Adjustments:
  Noncash mortgage interest. . . . . . .                (332)                (30) 
  Capital expenditure reserve (net). . .                (155)               (180) 
                                                    --------            --------  
Cash Available for Distribution. . . . .               6,757               1,776  
                                                    --------            --------  
                                                    --------            --------  
</TABLE>

     Noncash mortgage interest revenue represents the difference between 
interest revenue on the Participating Mortgage reported by the Company in 
accordance with generally accepted accounting principles ("GAAP") and the 
actual cash payments received by the Company. The participating leases 
generally require the Company to reserve annually between 2.0% and 5.0% of 
the Gross Golf Revenues of the Golf Courses to fund capital expenditures.  
The Lessees will fund any capital expenditures in excess of such amounts.

                                      21
<PAGE>

                            GOLF TRUST OF AMERICA, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                    (CONTINUED)

FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION (CONT'D)

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

RECENT ACCOUNTING PRONOUNCEMENTS

     In March, 1998, the Emerging Issues Task Force ("EITF") of the Financial 
Accounting Standards Board ("FASB") issued a ruling, EITF 97-11, entitled 
"Accounting for Internal Costs Relating to Real Estate Property 
Acquisitions". The ruling provides that internal costs of identifying and 
acquiring operating property should be expensed as incurred.  The effect of 
the adoption of EITF 97-11 will not have a material impact on the financial 
statements of the Company.

     In May, 1998, the EITF of the FASB issued a ruling, EITF 98-9, entitled 
"Accounting for Contingent Rent in Interim Financial Periods", that 
potentially affects recognition of percentage rent of the Company. Under EITF 
98-9, revenues from percentage rent are recognized in the quarterly periods 
in which the specified target triggers the percentage rent is achieved. Under 
the terms of the percentage leases entered into by the Company, percentage 
rent is payable quarterly based on increases in revenue over a corresponding 
quarter in a base year. The Company will continue to evaluate, together with 
its accountants, the adoption of EITF 98-9 and any impact such adoption may 
have on the Company in the future. Based on the structure of the Company's 
leases, EITF 98-9 will not have a material effect on the Company's current 
results of operations. Regardless of the application of EITF 98-9, no change 
in the calculation of FFO will occur and on an annual basis there will be no 
change in the Company's earnings.

                                      22
<PAGE>

                            GOLF TRUST OF AMERCIA, INC.
                                     FORM 10-Q
                      FOR THE THREE MONTHS ENDED JUNE 30, 1998

PART II.       OTHER INFORMATION

     ITEM 1.   LEGAL PROCEEDINGS

               Not Applicable.
     
     ITEM 2.   CHANGES IN SECURITIES

     RECENT SALES OF UNREGISTERED SECURITIES

          On May 22, 1998, the Operating Partnership issued 35,794 OP Units to
     Troon Eagle Ridge, LLC, for its contract right to acquire Eagle Ridge Inn &
     Resort.  On May 28, 1998, the Operating Partnership issued 26,357 OP units
     to the Prior Owner of Tierra Del Sol for its interest in Tierra Del Sol
     Golf Club.  OP Units may generally be redeemed by their holder one year
     after issuance for cash or, at the option of the Company, shares of Common
     Stock on a one-for-one basis.  In addition, options to acquire 20,000
     shares of Common Stock were granted to J. Graffeo, J. Galcute, H. Rosthoff,
     I. Sauder and D. Irelli as partial consideration for their interest in Polo
     Trace Golf Course.  One-half of the options vest on January 4, 1999 and
     one-half vest on January 4, 2000, each at the trailing 5-day closing price
     average immediately prior to vesting, and expire on July 1, 2000.  These
     issuances were effected in reliance upon an exemption from registration
     under Section 4(2) of the Securities Act as a transaction not involving a
     public offering.
               
     ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
               
               Not Applicable.

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
               
     The annual meeting of stockholders of the Company was held on May 18, 
1998. The matters voted upon at the meeting were: (i) the election of two 
directors to serve until the 2001 annual meeting of stockholders; and (ii) 
the approval of the Company's 1997 Equity Participation Plan.

     The results of the voting for election of Mr. David Dick Joseph and Mr. 
Roy C. Chapman to the Board of Directors are as follows:                      

<TABLE>
<CAPTION>
                                                      AUTHORITY  
     DIRECTOR               SHARES CAST FOR            WITHHELD        
     --------               ---------------           ---------
<S>                         <C>                       <C>
Mr. David Dick Joseph          5,370,354                 7,325        
Mr. Roy C. Chapman             5,370,354                 7,325
</TABLE>

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

<TABLE>
<CAPTION>
                                                   TERM
          NAME                                    EXPIRES
          ----                                    -------
       <S>                                        <C>
       Mr. W. Bradley Blair, II                     1999
       Mr. Raymond V. Jones                         1999
       Mr. Larry D. Young                           2000
       Mr. Edward L. Wax                            2000
       Mr. Fred W. Reams                            2000
</TABLE>

                                      23
<PAGE>

                            GOLF TRUST OF AMERCIA, INC.
                                     FORM 10-Q
                      FOR THE THREE MONTHS ENDED JUNE 30, 1998

     ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONT'D) 

     The vote with respect to the approval of the Company's 1997 Stock-Based
Incentive Plan was as follows:

<TABLE>
<S>                                 <C>
               For:                 3,665,882
               Against:               549,188
               Abstain:                21,099
               Broker No Vote:      3,395,525
</TABLE>

     The vote with respect to ratification to approve the amendment to the 
Company's Charter regarding indemnification of directors and advance payment 
of expenses was as follows:

<TABLE>
<S>                                 <C>
               For:                 5,158,403
               Against:               197,247
               Abstain:                22,027
               Broker No Vote:      2,254,017
</TABLE>

     The vote with respect to the approval of the Employee Stock Purchase 
Plan was as follows:

<TABLE>
<S>                                 <C>
               For:                 5,377,679
               Against:                 -
               Abstain:                 -
               Broker No Vote:          -
</TABLE>

     ITEM 5.   OTHER INFORMATION
               
               Not Applicable. 
               

                                      24
<PAGE>

                            GOLF TRUST OF AMERCIA, INC.
                                     FORM 10-Q
                      FOR THE THREE MONTHS ENDED JUNE 30, 1998

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     The following exhibits are part of this quarterly report on Form 10-Q 
for the quarterly period ended June 30, 1998 (and are numbered in accordance 
with Item 601 of Regulation S-K).  Items marked with an asterisk (*) are 
filed herewith.

<TABLE>
<CAPTION>

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

3.1B*     Articles of Amendment of the Company, as filed with the Maryland 
          State Department of Assessments and Taxation on June 9, 1998 and as 
          currently in effect.

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

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

10.2.12   Lease, dated May 22, 1998, between Golf Trust of America, L.P., as 
          Landlord, and Eagle Ridge Lease Company L.L.C., as Tenant 
          (previously filed as Exhibit 10.3 to the Company's Form 8-K 
          (Commission File No. 000-22091), filed June 5, 1998, and 
          incorporated herein by reference).

10.2.13   Assignment and Assumption of Purchase and Sale Agreement, dated 
          May 20, 1998, between Eagle Ridge L.L.C., as Assignor, and Golf 
          Trust of America, L.P., as Assignee (previously filed as Exhibit 
          10.2 to the Company's Form 8-K (Commission File No. 000-22091), 
          filed June 5, 1998, and incorporated herein by reference).

10.2.14*  Lease, dated June 19, 1998, by and between Golf Trust of America,
          L.P., as landlord, and Granite Silverthorn, Inc., as tenant.

10.2.15*  Lease, dated July 10, 1998, by and between Golf Trust of America,
          L.P., as landlord, and Emerald Dunes-Polo Trace, Inc., as tenant.

10.2.16*  Lease, dated May 29, 1998, by and between Golf Trust of America, L.P.,
          as landlord, and GCR-New Mexico, L.L.C., as tenant.
     
10.2.17*  Contribution and Leaseback Agreement dated May 29, 1998, by and
          between Golf Classic Resorts, L.L.C., as Transferor, and Golf Trust of
          America, L.P., as Transferee.

                                      25
<PAGE>

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K (CONT'D)

10.2.18*  Assignment, Assumption and Modification of Purchase Agreement, dated
          June 17, 1998 by and between Scarborough, Sembler Joint Venture, II and
          Silverthorn Country Club, collectively as Seller, Granite Golf Group,
          Inc., as Assignor, and Golf Trust of America, L.P., as Assignee.

10.2.19*  Purchase and Sale Agreement dated May 28, 1998, by and between Polo
          Trace Management, Inc., as Seller, and Golf Trust of America, L.P., as
          Buyer.

10.2.20   Purchase and Sale Agreement, dated March 12, 1998, between Eagle 
          Ridge, L.P., as Seller and Troon Eagle Ridge, L.L.C., as Purchaser, 
          (previously filed as Exhibit 10.1 to the Company's Form 8-K 
          (Commission File No. 000-22091), filed June 5, 1998, and 
          incorporated herein by reference).

10.2.21*  Lease, dated July 17, 1998, by and between Golf Trust of America,
          L.P., as landlord, and Prestwick Golf Club, Inc., as tenant.

10.2.22*  Purchase and Sale Agreement dated July 17, 1998, by and between John
          J. Raineiri, Sr. and Betty Rainieri, husband and wife., as Seller, and
          Golf Trust of America, L.P., as Buyer.

27.1*     Financial Data Schedule
</TABLE>

*  Filed Herewith

                                      26
<PAGE>
                                          
                                     SIGNATURES



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


                                       GOLF TRUST OF AMERICA, INC., registrant


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


                                   

/s/ W. Bradley Blair, II                   8/14/98             
--------------------------------------     ------------------------------------
W. Bradley Blair, II                       Date
President, Chief Executive Officer and 
Chairman of the Board of Directors



/s/ Scott D. Peters                        8/14/98             
--------------------------------------     ------------------------------------
Scott D. Peters                            Date
Senior Vice President and 
Chief Financial Officer


                                      27
<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 asterisk (*) are filed herewith.

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

3.1B*        Articles of Amendment of the Company, as filed with the Maryland 
             State Department of Assessments and Taxation on June 9, 1998 and 
             as currently in effect.

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

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

10.2.12      Lease, dated May 22, 1998, between Golf Trust of America, L.P., as 
             landlord, and Eagle Ridge Lease Company, L.L.C., as tenant 
             (previously filed as Exhibit 10.3 to the Company's Form 8-K 
             (Commission File No. 000-22091), filed June 5, 1998, and 
             incorporated herein by reference).

10.2.13      Assignment and Assumption of Purchase and Sale Agreement, dated 
             May 20, 1998, by and between Eagle Ridge, LLC, as Assignor, and Golf 
             Trust of America, L.P., as Assignee (previously filed as Exhibit 
             10.2 to the Company's Form 8-K (Commission File No. 000-22091), 
             filed June 5, 1998, and incorporated herein by reference).

10.2.14*     Lease, dated June 19, 1998, by and between Golf Trust of America,
             L.P., as landlord, and Granite Silverthorn, Inc., as tenant.

10.2.15*     Lease, dated July 10, 1998, by and between Golf Trust of America,
             L.P., as landlord, and Emerald Dunes-Polo Trace, Inc., as tenant.

10.2.16*     Lease, dated May 29, 1998, by and between Golf Trust of America, L.P.,
             as landlord, and GCR-New Mexico, L.L.C., as tenant.
     
10.2.17*     Contribution and Leaseback Agreement dated May 29, 1998, by and
             between Golf Classic Resorts, L.L.C., as Transferor, and Golf Trust of
             America, L.P., as Transferee.

10.2.18*     Assignment, Assumption and Modification of Purchase Agreement dated
             June 17, 1998 by and between Scarborough, Sembler Joint Venture, II and
             Silverthorn Country Club, collectively as Seller, Granite Golf Group,
             Inc., as Assignor, and Golf Trust of America, L.P., as Assignee.

10.2.19*     Purchase and Sale Agreement dated May 28, 1998, by and between Polo
             Trace Management, Inc., as Seller, and Golf Trust of America, L.P., as
             Buyer.

10.2.20      Purchase and Sale Agreement, dated March 12, 1998, between Eagle 
             Ridge, L.P., as Seller and Troon Eagle Ridge, L.L.C., as Purchaser, 
             (previously filed as Exhibit 10.1 to the Company's Form 8-K 
             (Commission File No. 000-22091), filed June 5, 1998, and 
             incorporated herein by reference).
<PAGE>

10.2.21*     Lease, dated July 17, 1998, by and between Golf Trust of America,
             L.P., as landlord, and Prestwick Golf Club, Inc., as tenant.

10.2.22*     Purchase and Sale Agreement dated July 17, 1998, by and between John
             J. Raineiri, Sr. and Betty Rainieri, husband and wife, as Seller, and
             Golf Trust of America, L.P., as Buyer.

27.1*        Financial Data Schedule
</TABLE>

*  Filed Herewith