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

                                   FORM 10-QSB
(Mark One)

     (X)       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 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 0-17018

                         STRATFORD AMERICAN CORPORATION
        (Exact name of small business issuer as specified in its charter)

           Arizona                                               86-0608035
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

2400 E. Arizona Biltmore Circle, Building 2, Suite 1270, Phoenix, Arizona  85016
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:               (602) 956-7809

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

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

At September 30, 1998, 5,871,787 shares of the issuer's common stock were issued
and outstanding.
<PAGE>
                         STRATFORD AMERICAN CORPORATION

                                      INDEX
                                      -----


PART I.    FINANCIAL INFORMATION

ITEM I.    FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet as of September 30, 1998                  3

Condensed Consolidated Statements of Operations for the three and nine months
       ended September 30, 1998 and 1997                                       4

Condensed Consolidated Statements of Cash Flows for the nine months
       ended September 30, 1998 and 1997                                       5

Notes to Condensed Consolidated Financial Statements                           6

ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS                            8



PART II.        OTHER INFORMATION

ITEM 2.         CHANGES IN SECURITIES                                          9

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS           10

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K                              10


Signatures                                                                    11

                                       2
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1998
                                   (unaudited)


<TABLE>
<CAPTION>
                                         ASSETS


<S>                                                                         <C>         
Cash and cash equivalents                                                   $     34,000
Mortgage receivables                                                              60,000
Prepaid expenses                                                                  23,000
Property and equipment, net                                                       30,000
Other assets                                                                      47,000
                                                                            ------------

    Total assets                                                            $    194,000
                                                                            ============





                          LIABILITIES AND SHAREHOLDERS' EQUITY


Accounts payable                                                                  38,000
Notes payable and other debt                                                     383,000
Accrued liabilities                                                               36,000
Net liabilities of discontinued operations                                       832,000
                                                                            ------------

        Total liabilities                                                      1,289,000
                                                                            ------------


Shareholders' equity (deficiency):
   Nonredeemable preferred stock, par value $.01 per share;
     authorized 50,000,000 shares, none issued
   Common stock, par value $.01 per share; authorized 100,000,000 shares;
     issued 5,871,787 shares                                                      59,000
   Additional paid-in capital                                                 26,803,000
   Retained earnings (deficit)                                               (27,946,000)
   Treasury stock, 29,500 shares at cost                                         (11,000)
                                                                            ------------

    Total shareholders' equity (deficiency)                                   (1,095,000)
                                                                            ------------


    Total liabilities and shareholders' equity (deficiency)                 $    194,000
                                                                            ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                             For the three months          For the nine months
                                                             ended September 30,           ended September 30,
                                                             1998           1997           1998           1997
                                                             ----           ----           ----           ----

<S>                                                      <C>            <C>            <C>            <C>         
REVENUES:
  Interest and other income                                   11,000         14,000         44,000         46,000

EXPENSES:
  General and administrative                                 174,000        152,000        398,000        443,000
  Depreciation and amortization                                6,000          4,000         16,000         13,000
  Interest                                                    12,000          7,000         32,000         31,000
                                                         -----------    -----------    -----------    -----------

                                                             192,000        163,000        446,000        487,000
                                                         -----------    -----------    -----------    -----------

LOSS FROM CONTINUING OPERATIONS                             (181,000)      (149,000)      (402,000)      (441,000)

INCOME (LOSS) FROM DISCONTINUED
OPERATIONS                                                  (151,000)      (272,000)     1,109,000         39,000
                                                         -----------    -----------    -----------    -----------

NET INCOME (LOSS)                                        $  (332,000)   $  (421,000)   $   707,000    $  (402,000)
                                                         ===========    ===========    ===========    ===========


Net income (loss) per share
  Basic:
    From continuing operations                           $     (0.03)   $     (0.03)   $     (0.07)   $     (0.08)
    From discontinued operations                         $     (0.03)   $     (0.04)   $      0.19    $      0.01
                                                         -----------    -----------    -----------    -----------
    Net income (loss) per share                          $     (0.06)   $     (0.07)   $      0.12    $     (0.07)
                                                         ===========    ===========    ===========    ===========

  Weighted average number of common shares outstanding     5,871,787      5,826,135      5,871,787      5,766,781
                                                         ===========    ===========    ===========    ===========

  Diluted:
    From continuing operations                           $     (0.03)   $     (0.03)   $     (0.07)   $     (0.08)
    From discontinued operations                         $     (0.03)   $     (0.04)   $      0.19    $      0.01
                                                         -----------    -----------    -----------    -----------
    Net income (loss) per share                          $     (0.06)   $     (0.07)   $      0.12    $     (0.07)
                                                         ===========    ===========    ===========    ===========

  Weighted average number of common and common
   equivalent shares outstanding                           5,871,787      5,826,135      5,905,120      5,766,781
                                                         ===========    ===========    ===========    ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                       Nine months ended September 30,
                                                                       -------------------------------
                                                                              1998         1997
                                                                              ----         ----
<S>                                                                        <C>          <C>       
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
    Loss from continuing operations                                        $(402,000)   $(441,000)
    Adjustments to reconcile loss from continuing operations to net cash
       provided by continuing operating activities:
       Depreciation and amortization                                          16,000       13,000

    Changes in assets and liabilities:
      Decrease (Increase) in accounts and mortgages receivable                26,000      (24,000)
      Increase (Decrease) in other assets                                      5,000       (1,000)
      Decrease in accounts payable                                           (65,000)
      Increase (Decrease) in accrued liabilities                             (32,000)      19,000
                                                                           ---------    ---------
NET CASH USED IN CONTINUING OPERATING ACTIVITIES                            (452,000)    (434,000)
                                                                           ---------    ---------

CASH FLOWS FROM CONTINUING INVESTING ACTIVITIES:
    Purchases of property and equipment                                      (20,000)      (3,000)
                                                                           ---------    ---------
NET CASH USED IN CONTINUING INVESTING ACTIVITIES                             (20,000)      (3,000)
                                                                           ---------    ---------

CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES:
    Payments on other debt                                                   (25,000)    (350,000)
    Proceeds from issuance of common stock                                                 80,000
                                                                           ---------    ---------
NET CASH USED IN CONTINUING FINANCING ACTIVITIES                             (25,000)    (270,000)
                                                                           ---------    ---------

CASH PROVIDED BY DISCONTINUED OPERATIONS                                     495,000      710,000
                                                                           ---------    ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                          (2,000)       3,000

CASH AND CASH EQUIVALENTS, beginning of period                                36,000        8,000
                                                                           ---------    ---------

CASH AND CASH EQUIVALENTS, end of period                                   $  34,000    $  11,000
                                                                           =========    =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid during the period                                        $  29,000    $  14,000
                                                                           =========    =========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   The accompanying  financial statements have been prepared pursuant to rules
     and regulations of the Securities and Exchange  Commission.  In the opinion
     of the Company, the accompanying unaudited condensed consolidated financial
     statements   contain  all  adjustments,   consisting  of  normal  recurring
     adjustments,  necessary  for a  fair  presentation  of the  results  of the
     interim periods  presented.  Certain  information and footnote  disclosures
     normally  included in financial  statements  have been condensed or omitted
     pursuant to such rules and regulations.  Therefore,  it is recommended that
     these  accompanying  statements  be read in  conjunction  with the notes to
     consolidated  financial  statements  appearing in the Company's Form 10-KSB
     for the year ended December 31, 1997.

2.   The results of operations for the three and nine months ended September 30,
     1998 are not  indicative  of the results to be expected  for the full year.
     The Company has disposed of assets and terminated agreements accounting for
     over 99% of its total  revenues  for the nine months  ended  September  30,
     1998. See Note 4 below.

3.   On April 17, 1998, the Company's  Board of Directors  approved,  subject to
     shareholder approval, a fifteen-to-one reverse stock split of the Company's
     common stock. Upon shareholder  approval on July 8, 1998, the reverse stock
     split became  effective on July 20, 1998. All share  amounts,  share prices
     and net income (loss) per share have been retroactively adjusted to reflect
     this fifteen-to-one reverse stock split.

4.   On October 1, 1998 (the  "Closing  Date"),  Stratford  American  Car Rental
     Systems,  Inc.  ("SCRS"),  a subsidiary  of the Company,  sold the personal
     property, equipment,  improvements,  fixtures, gasoline inventory, goodwill
     and  general  intangibles  used in or related to SCRS's  business to Dollar
     Rent A Car Systems, Inc., an Oklahoma corporation  ("Dollar"),  pursuant to
     the  terms  of the  Acquisition  Agreement  (the  "Acquisition  Agreement")
     between  SCRS  and  Dollar.  Additionally,   pursuant  to  the  Acquisition
     Agreement,  SCRS  terminated the Master Lease Agreement by and between SCRS
     and Dollar, dated June 1, 1994, under which SCRS leased vehicles for use in
     its  business,  as well as other  agreements  related to the  Master  Lease
     Agreement.

     The Acquisition Agreement provides for the payment by Dollar to SCRS of the
     sum of $3,835,000 as the purchase  price.  The purchase price  consisted of
     the  sum of  $3,635,000  paid  to  SCRS  on  the  Closing  Date  net of any
     obligations,  actual or  estimated,  owed to and by Dollar under the normal
     course of operations of SCRS, and a holdback amount of $200,000  related to
     any obligations or indemnities of SCRS,  under the  Acquisition  Agreement.
     The assets  sold and  agreements  terminated  pursuant  to the  Acquisition
     Agreement  accounted  for over 99% of the Company's  total  revenues in the
     first  nine  months  of 1998 and,  as of the  Closing  date,  were the most
     significant revenue source for the Company.

     On the same day as the closing date,  SCRS  exercised an option to purchase
     the property  which  includes the Phoenix  Dollar Rent A Car base operation
     facilities located near Sky Harbor International  Airport.  Simultaneously,
     Dollar  entered  into a long  term  lease  with  SCRS to  utilize  the base
     operations.

                                       6
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

5.   The  vehicle  rental   business  of  SCRS  has  been  accounted  for  as  a
     discontinued  operation and, accordingly,  its net liabilities,  results of
     operations and cash flows are  segregated for all periods  presented in the
     condensed consolidated financial statements.

     The  components  of  Net  Liabilities  of  Discontinued  Operations  as  of
     September 30, 1998 are as follows:

                                                    September 30, 1998
                                                    ------------------

            Cash and cash equivalents                   $   275,000
            Accounts receivable, net                        271,000
            Prepaid expenses                                178,000
            Revenue earning vehicles, net                    33,000
            Property and equipment, net                     266,000
            Deposits                                        345,000
            Other assets                                    138,000
            Franchise rights, net                           249,000
            Accounts payable                               (614,000)
            Notes payable and other debt                 (1,500,000)
            Accrued interest                               (194,000)
            Accrued liabilities                            (279,000)
                                                        -----------
                                                           (832,000)
                                                        ===========

     Following  is a  summary  of the  operating  results  of  the  Discontinued
     Operations for the periods ended September 30, 1998 and 1997:

<TABLE>
<CAPTION>
                                     Three Months Ended September 30,   Nine Months Ended September 30,
                                     --------------------------------   -------------------------------
                                           1998             1997             1998            1997
                                           ----             ----             ----            ----
         
         <S>                             <C>              <C>              <C>            <C>       
         Revenues                        2,289,000        2,342,000        9,517,000      10,493,000
         
         Expenses                        2,440,000        2,614,000        8,408,000      10,454,000
                                       -----------      -----------      -----------     -----------
         
         Income (loss) from
           Discontinued Operations     $  (151,000)     $  (272,000)     $ 1,109,000     $    39,000
                                       ===========      ===========      ===========     ===========
</TABLE>

     There was no income tax  expense or benefit  associated  with the income or
     loss from discontinued  operations for the periods ended September 30, 1998
     and 1997 as the income or loss for those same  periods  served to reduce or
     increase net operating loss carry forwards attributable to the Company.

                                       7
<PAGE>
ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
              AND RESULTS OF OPERATIONS

GENERAL

              The Company  recognized a consolidated  loss for the third quarter
of 1998 due  primarily  to an expected  seasonal  decline in the vehicle  rental
business during that period of time. However, due to the ability to pass through
airport  access  charges to its car rental  customers  as  discussed in previous
reports,  the Company continued to maintain  consolidated  profitability for the
nine month period ended September 30, 1998.

LIQUIDITY, CAPITAL RESOURCES AND DISPOSITION OF ASSETS

              On October 1, 1998 (the "Closing  Date"),  Stratford  American Car
Rental Systems,  Inc. ("SCRS"),  a subsidiary of the Company,  sold the personal
property,  equipment,  improvements,  fixtures, gasoline inventory, goodwill and
general  intangibles  used in or related to SCRS's business to Dollar Rent A Car
Systems, Inc., an Oklahoma corporation ("Dollar"),  pursuant to the terms of the
Acquisition  Agreement (the  "Acquisition  Agreement")  between SCRS and Dollar.
Additionally,  pursuant to the Acquisition Agreement, SCRS terminated the Master
Lease Agreement by and between SCRS and Dollar,  dated June 1, 1994, under which
SCRS  leased  vehicles  for use in its  business,  as well as  other  agreements
related to the Master Lease Agreement.

              The  Acquisition  Agreement  provides for the payment by Dollar to
the  Subsidiary  of the sum of $3,835,000  as the purchase  price.  The purchase
price consisted of the sum of $3,635,000 paid to SCRS on the Closing Date net of
any  obligation,  actual or  estimated,  owed to and by Dollar  under the normal
course of operations of SCRS, and a holdback  amount of $200,000  related to any
obligations or indemnities of SCRS, under the Acquisition Agreement.  The assets
sold and agreements  terminated pursuant to the Acquisition  Agreement accounted
for over 99% of the  Company's  total  revenues in the first nine months of 1998
and, as of the Closing date,  were the most  significant  revenue source for the
Company.  The Company anticipates that with its current cash position due to the
related sale, it should meet its  operational  cash flow needs for the remainder
of 1998. However,  due to any unforeseen  circumstances that could occur outside
the Company's  control,  there can be no assurance that adequate cash flows from
the Company's present operations will be achieved.

              On the same day as the closing date,  SCRS  exercised an option to
purchase  the  property  which  includes  the  Phoenix  Dollar  Rent A Car  base
operation   facilities   located   near  Sky   Harbor   International   Airport.
Simultaneously,  Dollar  entered into a long term lease with SCRS to utilize the
base operations.

              The Company continues to aggressively seek potential  acquisitions
in establishing its future direction.  There can be no assurance that it will be
able to locate suitable acquisition candidates or make any such acquisitions.

                                       8
<PAGE>
RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 1998, COMPARED WITH NINE
MONTHS ENDED SEPTEMBER 30, 1997

              The  Company  reported  a net loss of  $332,000  and net income of
$707,000  during the three and nine month  periods  ended  September  30,  1998,
respectively,  compared to a net loss of $421,000 and $402,000  during the three
and nine month periods ended September 30, 1997, respectively.  The 1998 results
include a $151,000 loss and  $1,109,000 in income from  discontinued  operations
for the three and nine month  periods  ended,  respectively,  as compared to the
1997  results,  which  include  a  $272,000  loss and  $39,000  in  income  from
discontinued operations for the three and nine month periods ended, respectively
(see Note 5 to the Consolidated  Financial  Statements).  The increase in income
from  discontinued  operations  from  $39,000  for the nine month  period  ended
September 30, 1997 to $1,109,000  for the nine month period ended  September 30,
1998 was primarily  due to the  Company's  ability to bill and  collect  airport
access  charges  from its  customers  which was not done  during  the first five
months of 1997. Additionally,  the Company recognized greater losses on the sale
of risk vehicles in a weak vehicle  wholesale  market during 1997 as compared to
minimal losses incurred during 1998.

              VEHICLE  RENTAL  ACTIVITIES.  Revenues from rental car  activities
accounted  for over 99% of total  revenues in the first nine months of 1998.  As
previously discussed, the rental car business has been sold to Dollar Rent A Car
Systems, Inc. effective October 1, 1998.

              OTHER ACTIVITIES.  Although insignificant,  real estate management
activities represent the Company's only current operations.

              SAFE  HARBOR  STATEMENT  UNDER THE PRIVATE  SECURITIES  LITIGATION
REFORM ACT OF 1995.

              Certain statements contained in this report,  including statements
containing the words "believes,"  "anticipates,"  "intends," "expects" and words
of similar import, constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 and are subject to the safe
harbors  created  thereby.  Such  forward-looking  statements  involve known and
unknown risks, uncertainties and other factors that may cause the actual results
to be materially  different from the  forward-looking  statements.  Such factors
include, among others, the following:  the fact that the Company,  following the
sale of assets  to  Dollar,  has no  significant  operations;  the risk that the
Company  will  not  be  able  to  complete  any   acquisitions  to  re-establish
operations;  the risk that all of the  foregoing  factors or other factors could
cause  fluctuations  in the  Company's  operating  results  and the price of the
Company's common stock; and other risks detailed in this report and from time to
time in the Company's other filings with the Securities and Exchange Commission.
Given  these  uncertainties,  readers  should not place  undue  reliance on such
forward-looking statements.

                           PART II. OTHER INFORMATION

Responses  to  Items  1,  3 and 5 are  omitted  since  these  items  are  either
inapplicable or the response thereto would be negative.

                                       9
<PAGE>
Item 2.       CHANGES IN SECURITIES

              On April 17, 1998,  the  Company's  Board of  Directors  approved,
subject to shareholder  approval,  a  fifteen-to-one  reverse stock split of the
Company's common stock.  Upon shareholder  approval on July 8, 1998, the reverse
stock split became effective on July 20, 1998.

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

              (a)    The 1998 Annual Meeting was held on July 8, 1998.

              (b)    The following directors were elected:

                     1) Gerald J. Colangelo
                     2) David H. Eaton 
                     3) Mel L. Shultz
                     4) Richard H. Dozer
                     5) Mitchell S. Vance
                     6) Dale M. Jensen

              (c)i.  The votes for the  election  of  directors  were  cast,  as
                     follows:

                           Director             For         Withhold Authority
                           --------             ---         ------------------

                     Gerald J. Colangelo     49,593,623          136,580
                     David H. Eaton          49,593,623          136,580
                     Mel L. Shultz           49,593,623          136,580
                     Richard H. Dozer        49,584,523          145,680
                     Mitchell S. Vance       49,581,523          148,680
                     Dale M. Jensen          49,593,623          136,580

              (c)ii. The 1998 Stock  Incentive  Plan was  approved and the votes
                     were cast as follows:  49,138,406  shares cast for, 371,480
                     shares cast against and 220,317 shares withheld.

              (c)iii.Approval of a 15 to 1 Reverse  Stock Split was approved and
                     the  votes  were  cast as  follows:  49,290,790  cast  for,
                     397,013 cast against and 42,400 withheld.

              (c)iv. KPMG Peat Marwick LLP was appointed as the  Company's  1998
                     auditors  with  49,661,303  shares cast for,  14,800 shares
                     cast against and 54,100 shares abstaining.


Item 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)    EXHIBITS

                     See index beginning on page 12

              (b)    REPORTS ON FORM 8-K

                     There  were no  reports  on Form 8-K  filed  for the  three
                     months ended September 30, 1998.

                                       10
<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.

                                   STRATFORD AMERICAN CORPORATION
                                   Registrant



Date:  November 13, 1998           By   /s/ Mel L. Shultz
                                     -------------------------------------------
                                     Mel L. Shultz, President and Director



Date:  November 13, 1998           By   /s/ Timothy A. Laos   
                                     -------------------------------------------
                                     Timothy A. Laos, Chief Financial Officer
                                     (Principal Financial Officer and Principal
                                     Accounting Officer) for the quarter subject
                                     to this report

                                       11
<PAGE>
                                 EXHIBITS INDEX

Exhibits  3.4, 27.1 and 27.2 are the only  exhibits  originally  filed with this
report. The Company hereby incorporates all other exhibits by reference pursuant
to Rule 12b-32,  each of which  (except  Exhibit 3.3) was filed as an exhibit to
the Company's  Registration  Statement on Form 10 which was filed July 22, 1988,
and amended on October 7, 1988, and December 8, 1988. Exhibit 3.3 was filed with
the Company's Registration Statement on Form S-1 on June 12, 1989.

Number                             Description                              Page
------                             -----------                              ----

    3.1          Articles of Incorporation                                   N/A

    3.2          By-laws                                                     N/A

    3.3          Articles of Amendment to Articles of Incorporation          N/A

    3.4          Amendment to Articles of Incorporation                      13

    4.1          Form of Common Stock Certificate                            N/A

    4.2          Form of Series "A" Preferred Stock Certificate              N/A

    4.3          Article IV of the Articles of Incorporation                 N/A

    4.4          Article III of the Bylaws                                   N/A

   27.1          Financial Data Schedule - September 30, 1998                14

   27.2          Financial Data Schedule - September 30, 1997                15

                                       12