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, 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 March 31, 1998,  88,076,806  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, 1998                      3

Condensed Consolidated Statements of Operations for the three months
ended March 31, 1998 and 1997                                                  4

Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 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                            7



PART II.        OTHER INFORMATION

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


Signatures                                                                     9
                                       2
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 March 31, 1998
                                   (unaudited)
<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                         <C>         
Cash and cash equivalents                                                   $    528,000
Receivables:
    Trade, less allowance for doubtful accounts of $167,000                      638,000
    Mortgages                                                                     62,000
                                                                            ------------
                                                                                 700,000

Prepaid expenses                                                                 261,000
Revenue earning vehicles, net                                                    337,000
Property and equipment, net                                                      345,000
Deposits                                                                         193,000
Other assets                                                                     192,000
Franchise rights, less accumulated amortization of $121,000                      257,000
                                                                            ------------

        Total assets                                                        $  2,813,000
                                                                            ============

              LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable, secured by revenue earning vehicles                          $    252,000
Accounts payable                                                               1,370,000
Notes payable and other debt                                                   1,524,000
Accrued interest                                                                 164,000
Accrued liabilities                                                              427,000
                                                                            ------------

        Total liabilities                                                      3,737,000


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 and outstanding 88,076,806 shares                                    881,000
   Additional paid-in capital                                                 25,981,000
   Retained earnings (deficit)                                               (27,775,000)
   Treasury stock, 29,500 shares at cost                                         (11,000)
                                                                            ------------

       Total shareholders' equity (deficiency)                                  (924,000)


       Total liabilities and shareholders' equity (deficiency)              $  2,813,000
                                                                            ============
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
                                       3
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


                                                    Three months ended March 31,
                                                    ----------------------------
                                                         1998            1997
                                                         ----            ----

REVENUES:
  Vehicle rental activities                           $3,942,000      $4,390,000
  Interest and other income                               25,000          26,000
                                                      ----------      ----------

                                                       3,967,000       4,416,000
                                                      ----------      ----------

EXPENSES:

  Vehicle rental operations                            2,896,000       3,278,000
  General and administrative                              57,000         203,000
  Depreciation and amortization                           74,000         486,000
  Interest                                                62,000         232,000
                                                      ----------      ----------

                                                       3,089,000       4,199,000
                                                      ----------      ----------

NET INCOME                                            $  878,000      $  217,000
                                                      ==========      ==========


Basic net income per share                            $     0.01      $     0.00
                                                      ==========      ==========

Weighted average number of common
shares outstanding                                    88,076,806      84,957,418
                                                      ==========      ==========


Diluted net income per share                          $     0.01      $     0.00
                                                      ==========      ==========

Weighted average number of common and
common equivalent shares outstanding                  88,576,806      88,457,418
                                                      ==========      ==========

     See accompanying notes to condensed consolidated financial statements.
                                       4
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                        Three months ended March 31,
                                                        ----------------------------
                                                             1998           1997
                                                             ----           ----
<S>                                                      <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                           $   878,000    $   217,000
    Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                          74,000        486,000
       Loss (gain) on sale of revenue earning vehicles       (14,000)         6,000

    Changes in assets and liabilities:
       Decrease in accounts and mortgages receivable          11,000         44,000
       Decrease in other assets                                              56,000
       Increase in accounts payable                          311,000        171,000
       Increase (decrease) in accrued liabilities           (194,000)       254,000
                                                         -----------    -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                  1,066,000      1,234,000
                                                         -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Reduction to restricted cash                                             (5,000)
    Proceeds from sales of revenue earning vehicles           34,000        249,000
    Purchases of property and equipment                       (5,000)       (18,000)
    Purchases of revenue earning vehicles                                  (572,000)
                                                         -----------    -----------

NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES          29,000       (346,000)
                                                         -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from revenue earning vehicle financing                         528,000
    Payments on revenue earning vehicle financing           (117,000)      (819,000)
    Payments on other debt                                  (618,000)      (226,000)
    Proceeds from issuance of common stock                                   30,000
                                                         -----------    -----------

NET CASH USED FOR FINANCING ACTIVITIES                      (735,000)      (487,000)
                                                         -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                    360,000        401,000

CASH AND CASH EQUIVALENTS, beginning of period               168,000        173,000
                                                         -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                 $   528,000    $   574,000
                                                         ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Interest paid during the period                      $   299,000    $   189,000
                                                         -----------    -----------
</TABLE>
     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, 1998 and 1997
                                   (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, 1998, and the results of operations and cash flows
     for the three  months  ended  March 31,  1998 and  1997.  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, 1997.

2.   The results of operations for the three months ended March 31, 1998 are not
     necessarily indicative of the results to be expected for the full year. The
     vehicle rental business in Phoenix is seasonal. Historically, the months of
     February through May have had the higher revenues.

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 for shareholders to become effective immediately following the
     filing of an amendment to the Company's Articles of Incorporation subequent
     to shareholder approval. Assuming the reverse stock split was effective for
     the first  quarter of 1998,  net income per share  amounts  would have been
     adjusted to reflect the reverse split. For the three months ended March 31,
     1998, basic and diluted net income per share would have both been $0.15 per
     share based on weighted  average shares  outstanding of 5,871,787 for basic
     and 5,905,120 for diluted. For the three months ended March 31, 1997, basic
     and diluted net income per share would have both been $0.04 per share based
     on weighted average shares outstanding of 5,663,828 for basic and 5,987,161
     for diluted.
                                        6
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

General
-------

              The Company  recognized a quarterly  profit from its Dollar Rent A
Car  operations  for the three  months  ended March 31,  1998.  This allowed the
Company to recognize a consolidated profit from operations for the first quarter
of 1998 as well.  The vehicle  rental  business  is seasonal  with the months of
February  through May typically  representing  the highest revenue  months.  The
profit from operations generated for the first three months of the year reflects
this  seasonality.  The vehicle rental  business is also highly  competitive and
subject to the pressures of both the rental rates and fleet sizes of competitors
as well as the availability of a reasonably priced fleet.

Liquidity and Capital Resources
-------------------------------

              The Company,  through Stratford American Car Rental Systems,  Inc.
(SCRS),  has access to a $3,000,000  credit line from a major bank,  including a
$2,000,000 line available for general  operational use, and a $1,000,000 line to
purchase  revenue  earning  vehicles.  In  addition,  the Company  continues  to
maintain already existing vehicle lines of credit from other major sources.

              SCRS  incurs a minimum of  $1,150,000  in airport  access  charges
yearly based on the level of car rental business recognized at all three airport
terminal locations.  Effective June 1997, SCRS began passing through most of its
airport access charges to car rental customers with no significant impact on its
level of business  activity.  SCRS collected  $373,000 in airport access charges
during the first  quarter of 1998  compared  to no  collections  during the same
period last year.  Collections  are based on a  percentage  of airport  revenues
recognized  and are  therefore  higher  during the first  quarter  busy  season,
compared to the remaining three quarters of the year. The Company estimates that
with  continued   success  in   implementing   this  policy,   it  will  collect
approximately 98% of its airport access charges for the year.

              The Company anticipates that with its available financing and with
the continuation of efforts to improve Dollar Rent A Car operating  results,  it
should meet its operational cash flow needs for the remainder of 1998.  However,
due to, among other things,  the factors described above,  which are outside the
Company's control, there are no assurances that either profitability or adequate
cash flows from operations will be achieved.

Results of  Operations  - Quarter  Ended March 31, 1998,  Compared  with Quarter
--------------------------------------------------------------------------------
Ended March 31, 1997.
---------------------

              The Company  reported net income of $878,000 for the quarter ended
March 31, 1998  compared to net income of $217,000  during the first  quarter of
1997. The decrease in revenues from  $4,416,000 in 1997 to $3,967,000 in 1998 is
primarily  due to the  September  1997  closure  of four off  airport  locations
determined to be unprofitable. The decrease in vehicle rental operations expense
from  $3,278,000 in 1997 to $2,896,000 in 1998 is primarily due to the Company's
ability to bill and collect  airport access charges from its customers which was
not done during the first quarter of 1997. General and  administrative  expenses
decreased  from  $203,000  to $57,000 in 1998  primarily  due to the agreed upon
elimination  of certain legal and  professional  fees accrued  several years ago
along with the difference in the minority  interest  allocation  expense for the
first quarter of 1998 as compared to the first quarter of 1997 which is included
in this category.  Depreciation and amortization expense decreased from $486,000
in 1997 to $74,000 in 1998 
                                       7
<PAGE>
primarily due to the significant  reduction of revenue earning vehicles included
in the rental fleet and depreciated in 1998 as compared to 1997. The decrease in
interest  expense  from  $232,000  in  1997  to  $62,000  in  1998 is due to the
significant  decrease in the number of financed revenue earning vehicles in 1998
as compared to 1997.

              Vehicle  Rental  Activities.  Revenues from rental car  activities
accounted  for over 99% of total  revenues  in the first  quarter of 1998 and is
presently the most significant  revenue source for the Company.  A net operating
profit relating to these  operations was recognized  during the first quarter of
1998  partially  attributable  to the  seasonality of the business as previously
discussed.

              Other   Activities.   Real  estate  management  and  oil  and  gas
activities  continue  to be an  insignificant  part  of  the  Company's  ongoing
operations,  representing  less than 1% of total revenue in the first quarter of
1998 and 1997.

              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: SCRS's ability to maintain the Dollar Rent
A Car  franchise,  the Company's  ability to compete  successfully,  the risk of
disruption of air travel patterns, the fact that the Company's operating results
are seasonal,  the risk that all of the foregoing factors or other factors could
cause  fluctuations in 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  through  5 are  omitted  since  these  items  are  either
inapplicable or the response thereto would be negative.


Item 6.       Exhibits and Reports on Form 8-K
              --------------------------------

              (a)   Exhibits
                    --------

                    See index beginning on page 10

              (b)   Reports on Form 8-K
                    -------------------

                    There were no reports on Form 8-K filed for the three months
                    ended March 31, 1998.
                                        8
<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:     May 15, 1998                  By /s/ Mel L. Shultz
                                          --------------------------------------
                                          Mel L. Shultz, President and Director



Date:     May 15, 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
                                       9
<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.
<TABLE>
<CAPTION>
Number                                      Description                                                     Page
------                                      -----------                                                     ----
<S>                      <C>                                                                                 <C>
    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, 1998                                            11

   27.2                  Financial Data Schedule - March 31, 1997                                            12
</TABLE>
                                       10