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 March 31, 1999


      [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to _________

                         Commission file number 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 March 31, 1999, 6,371,787 shares of the issuer's common stock were issued and
outstanding.
<PAGE>
                         STRATFORD AMERICAN CORPORATION

                                      INDEX


PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet as of March 31, 1999                 3

Condensed Consolidated Statements of Operations for the three months
ended March 31, 1999 and 1998                                             4

Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 1999 and 1998                                             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 AND USE OF PROCEEDS                     10

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

Signatures                                                               11

                                       2
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1999
                                   (UNAUDITED)

ASSETS

      Cash and cash equivalents                                    $  2,338,000
      Receivables:
          Trade, less allowance for doubtful accounts of $2,000          15,000
          Mortgages                                                      50,000
                                                                   ------------
                                                                         65,000

      Rental properties, net                                            498,000
      Other assets                                                       62,000
      Net assets of discontinued operations                               2,000
                                                                   ------------

                                                                   $  2,965,000
                                                                   ============


LIABILITIES AND SHAREHOLDERS' EQUITY

      Accounts payable                                             $     42,000
      Notes payable and other debt                                      282,000
      Accrued liabilities                                                49,000
                                                                   ------------

              Total liabilities                                         373,000

      Minority interest                                                 303,000

      Shareholders' equity:
         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 and outstanding 6,371,787
           shares                                                        64,000
         Additional paid-in capital                                  27,298,000
         Retained earnings (deficit)                                (25,062,000)
         Treasury stock, 1,967 shares at cost                           (11,000)
                                                                   ------------

                                                                      2,289,000


                                                                   $  2,965,000
                                                                   ============

     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>


                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                           For the three months
                                                              ended March 31,
                                                           ---------------------
                                                             1999         1998
                                                           ---------    --------
REVENUES:
  Interest and other income                                $  56,000    $ 22,000
                                                           ---------    --------

EXPENSES:
  General and administrative                                 133,000
  Depreciation and amortization                                8,000       4,000
  Interest                                                    11,000       9,000
  Minority interest                                            1,000
                                                           ---------    --------

                                                             153,000      13,000
                                                           ---------    --------

INCOME (LOSS) FROM CONTINUING OPERATIONS                     (97,000)      9,000


DISCONTINUED OPERATIONS:
  Income (loss) from operations of Dollar Rent A Car         (16,000)    869,000
  Minority interest                                            3,000
                                                           ---------    --------

    Income (loss) from discontinued operations               (13,000)    869,000
                                                           ---------    --------

NET INCOME (LOSS)                                          $(110,000)   $878,000
                                                           =========    ========

Basic and diluted net income (loss) per share:
  Income (loss) from continuing operations                 $   (0.02)   $   0.00
  Income (loss) from discontinued operations                   (0.00)       0.15
                                                           ---------    --------
Basic and diluted net income (loss) per share              $   (0.02)   $   0.15
                                                           =========    ========

     See accompanying notes to condensed consolidated financial statements.

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

                                                         For the three months
                                                             ended March 31
                                                            1999         1998
                                                        -----------   ---------
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
  Income (loss) from continuing operations              $   (97,000)  $   9,000
  Adjustments to reconcile  income (loss) from
    continuing operations to net cash used for
    continuing operating activities:
     Depreciation and amortization                            8,000       4,000
     Minority interest in consolidated subsidiary             1,000

  Changes in assets and liabilities:
    Decrease (increase) in accounts and mortgages
      receivable                                            164,000      (3,000)
    Decrease in other assets                                  7,000       9,000
    Increase (decrease) in accounts payable                   8,000     (33,000)
    Decrease in accrued liabilities                        (100,000)    (42,000)
                                                        -----------   ---------

NET CASH USED FOR CONTINUING OPERATING ACTIVITIES            (9,000)    (56,000)
                                                        -----------   ---------

CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES:
     Payments on notes payable and other debt              (227,000)     (4,000)
     Proceeds from issuance of common stock                 500,000
                                                        -----------   ---------

NET CASH PROVIDED BY (USED FOR) CONTINUING
  FINANCING ACTIVITIES                                      273,000      (4,000)

NET CASH PROVIDED BY(USED FOR) DISCONTINUED OPERATIONS      (37,000)    420,000

NET INCREASE IN CASH AND CASH EQUIVALENTS                   227,000     360,000

CASH AND CASH EQUIVALENTS, beginning of period            2,111,000     168,000
                                                        -----------   ---------

CASH AND CASH EQUIVALENTS, end of period                $ 2,338,000   $ 528,000
                                                        ===========   =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Interest paid during the period                     $    11,000   $ 299,000
                                                        ===========   =========
    Taxes paid during the period                        $    82,000
                                                        ===========

     See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (unaudited)

1.   In the  opinion  of  the  Company,  the  accompanying  unaudited  condensed
     consolidated financial statements contain all adjustments,  consisting only
     of normal recurring adjustments,  necessary to present fairly the financial
     position as of March 31, 1999, and the results of operations and cash flows
     for the three  months  ended  March 31,  1999 and  1998.  The  accompanying
     condensed  consolidated  financial  statements and notes do not include all
     disclosures considered necessary for a fair presentation in conformity with
     generally accepted accounting principles. 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, 1998.

2.   The Company has no significant operations. Through one of its subsidiaries,
     the Company owns and leases certain real estate.

3.   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 provided 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 in cash 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. In
     December 1998,  Dollar  remitted  $100,000 of the holdback  amount to SCRS,
     subsequent to the transfer of all rental  vehicles back to Dollar under the
     Master Lease Agreement,  pursuant to the Acquisition Agreement.  In January
     1999, Dollar and SCRS finalized all post -closing  obligations between each
     party in  accordance  with the  Acquisition  Agreement.  As provided by the
     Post-Closing  Statement agreed to and signed by both parties, an additional
     $75,000 of the  holdback was  remitted to SCRS with the  remaining  $25,000
     related to any  obligations,  or  indemnities,  to be held until October 1,
     1999.

     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 for  $502,000.
     Simultaneously,  Dollar entered into a long term lease with SCRS to utilize
     the base operations.

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

4.   The Company  calculates  basic and  diluted net income  (loss) per share in
     accordance  with  the  provisions  of  Statement  of  Financial  Accounting
     Standards  No. 128  "Earnings Per Share." Basic net income (loss) per share
     is computed using the weighted average number of common shares  outstanding
     during each period (5,905,120 shares for the three month period ended March
     31, 1999 and  5,871,787  shares for the three month  period ended March 31,
     1998).  Diluted net income (loss) per share is the same as basic net income
     (loss) per share for the three month period ended March 31, 1999 due to the
     antidilutive  effect of common stock  equivalents  on loss from  continuing
     operations  and for the three month  period ended March 31, 1998 due to the
     immaterial amount of common stock equivalents (33,333).

                                       6
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (unaudited)

5.   On March 26, 1999, 500,000 shares of the Company's common stock were issued
     to certain private investors, at $1 per share.


6.   General and administrative  expenses for the first quarter of 1999 and 1998
     were allocated to  discontinued  operations in accordance  with  applicable
     revenue generated and corporate  resources  utilized.  Management  believes
     this allocation methodology is reasonable.

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

GENERAL

     The Company incurred a consolidated loss from continuing operations for the
first  quarter  of 1999.  Continuing  operations  in the first  quarter  of 1999
consisted primarily of rental property operations as the vehicle rental business
was sold in 1998.

LIQUIDITY AND CAPITAL RESOURCES

     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 provided 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 in cash 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.  In December 1998, Dollar
remitted $100,000 of the holdback amount to SCRS,  subsequent to the transfer of
all rental vehicles back to Dollar under the Master Lease Agreement, pursuant to
the  Acquisition  Agreement.  In January  1999,  Dollar and SCRS  finalized  all
post-closing  obligations  between each party in accordance with the Acquisition
Agreement.  As provided by the  Post-Closing  Statement  agreed to and signed by
both parties,  an  additional  $75,000 of the holdback was remitted to SCRS with
the remaining  $25,000 related to any  obligations,  or indemnities,  to be held
until October 1, 1999.

     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.

     On March 26, 1999, 500,000 shares of the Company's common stock were issued
to certain private investors, at $1 per share.

     The Company  anticipates  that with its current  cash  position  due to the
related sale of the car rental business and the sale of shares in March 1999, it
should meet its operational cash flow needs for the remainder of 1999.  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 cash position and operations will be achieved.

     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  - QUARTER  ENDED MARCH 31, 1999,  COMPARED  WITH QUARTER
ENDED MARCH 31, 1998.

     The Company reported a net loss of $110,000 for the quarter ended March 31,
1999  compared to net income of $878,000  for the quarter  ended March 31, 1998.
The  first  quarter  of  1999  results  include  a  net  loss  of  $13,000  from
discontinued operations and the first quarter 1998 results include net income of
$869,000  from  discontinued  operations.  The  first  quarter  1999  loss  from
discontinued  operations primarily consists of adjustments to previous estimates
of  discontinued  operation  expenses  determined upon final  reconciliation  of
contractual obligations to and from Dollar upon sale of the Dollar operations on
October 1, 1998.  Interest  and other income  increased  from $22,000 in 1998 to
$56,000 in 1999  primarily due to rental income  received on property  leased to
Dollar in 1999.

     General and administrative  expenses for the first quarter of 1999 and 1998
were  allocated to  discontinued  operations  in accordance  with  proportionate
revenue generated and corporate  resources  utilized.  Management  believes this
allocation methodology is reasonable. The increase in general and administrative
expense  from  none  in 1998 to 133,000 in 1999 is due to the fact  that  total
general and  administrative  expense of $57,000  before  allocation  in 1998 was
completely allocated to discontinued operations during the first quarter of 1998
as  revenues  generated  during  that time  were over 99% of total  consolidated
revenues.  The change in preallocated  general and administrative  expenses from
$57,000  in  1998  to  $168,000  in 1999 is  primarily  due to the  agreed  upon
elimination of certain legal and  professional  fees accrued  several years ago,
during 1998.

RENTAL PROPERTY ACTIVITY.  Rental property ownership and lease management is the
Company's only current activity. Gross lease income is currently at $125,000 per
year.

CAPITAL REQUIREMENTS

     The  Company  does  not  have  any  material   plans  for  future   capital
expenditures at the present time.

IMPACT OF INFLATION

     Inflation  has not had a  significant  impact on the  Company's  results of
operations.

YEAR 2000 ISSUES

     The  Company  is in the  process  of  completing  a review of its Year 2000
issues and has  completed  its review of internal  systems.  The majority of the
Company's  application  software  programs are Year 2000 compliant.  The Company
believes that with modifications and updates to existing software  (primarily by
the  software  vendors),  the  Year  2000  problem  will  not  pose  significant
operational  problems  for the  Company's  internal  systems.  The Company  also
believes that any  remediation  costs to become Year 2000  compliant will not be
material.  The Company is also  continuing to verify the Year 2000  readiness of
third parties and will develop a contingency plan at that point in time when the
Company believes a material vendor,  customer,  or other third party will not be
compliant.

                                       9
<PAGE>
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
significant  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 and 3 through 5 are  omitted  since these items are either
inapplicable or the response thereto would be negative.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)  Recent sales of Unregistered Securities

     On March 26, 1999,  the Company sold 450,000  shares of its common stock to
     Donald  Diamond  at $1 per share for  $450,000,  and an  additional  50,000
     shares to David  Goldstein  also at $1 per share for  $50,000,  pursuant to
     Securities and Exchange Commission Regulation D under the Securities Act of
     1933, as amended.

     Items a, b and d are excluded since these sections are inapplicable.

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
          March 31, 1999.

                                       10
<PAGE>
                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.

                                           STRATFORD AMERICAN CORPORATION
                                           Registrant


Date: May 14, 1999                         By /s/ David H. Eaton
                                           -------------------------------------
                                           David H. Eaton, Chairman of the Board

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



Date:         May 14, 1999       By /s/ David H. Eaton
                                   --------------------------------------
                                    David H. Eaton, Chairman of the Board
                                    and Chief Executive Officer
                                    (Principal Executive Officer)


Date:         May 14, 1999       By /s/ Mel L. Shultz
                                   --------------------------------------
                                    Mel L. Shultz, President and Director


Date:         May 14, 1999       By /s/ Gerald J. Colangelo
                                   --------------------------------------
                                    Gerald J. Colangelo, Director


Date:         May 14, 1999       By /s/ Richard H. Dozer
                                   --------------------------------------
                                    Richard H. Dozer, Director


Date:         May 14, 1999       By /s/ Dale M. Jensen
                                   --------------------------------------
                                    Dale M. Jensen, Director


Date:         May 14, 1999       By /s/ Mitchell S. Vance
                                   --------------------------------------
                                    Mitchell S. Vance, Director


Date:         May 14, 1999       By /s/ Timothy A. Laos
                                    -------------------------
                                    Timothy A. Laos, Chief Financial Officer
                                    (Principal Financial Officer and Principal
                                    Accounting Officer)

                                       11
<PAGE>
                                 EXHIBITS INDEX

Exhibits 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 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,  with the  Securities  and
Exchange Commission.

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

    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 - March 31, 1999                   13

   27.2       Restated Financial Data Schedule - March 31, 1998          14