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, 1996

                                       OR

      (  )    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.

Indicate by check mark 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,  1996,  84,076,806  shares of the  issuer's  common stock were
issued and outstanding.


Index to Exhibits is located at page 12 hereof.
<PAGE>
                          PART I. FINANCIAL INFORMATION

                          ITEM I. FINANCIAL STATEMENTS
                          ----------------------------


                                      INDEX
                                      -----

Consolidated Balance Sheet                                                     3

Consolidated Statements of Operations                                          4

Consolidated Statements of Changes in Shareholders' Equity (Deficiency)        5

Consolidated Statements of Cash Flows                                          6

Notes to Consolidated Financial Statements                                     7
                                       2
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 1996
                                   (unaudited)

<TABLE>
                                             ASSETS
<S>                                                                          <C>  
Cash and cash equivalents                                                    $    268,000
Receivables:
    Trade, less allowance for doubtful accounts of $15,000                        373,000
    Mortgages                                                                     129,000
                                                                             ------------
                                                                                  502,000
                                                                             ------------

Restricted cash                                                                   756,000
Revenue earning vehicles, net                                                   1,112,000
Property and equipment, net                                                       385,000
Mining interests                                                                  375,000
Other assets                                                                      415,000
Franchise rights, less accumulated amortization of $100,000                       282,000
                                                                             ------------

                                                                             $  4,095,000
                                                                             ============

                               LIABILITIES AND SHAREHOLDERS' EQUITY

Notes payable, secured by revenue earning vehicles                           $  1,112,000
Accounts payable                                                                  898,000
Notes payable and other debt                                                    2,047,000
Accrued interest                                                                  423,000
Other accrued liabilities                                                         380,000
                                                                             ------------

        Total liabilities                                                       4,860,000
                                                                             ------------

Minority interest in consolidated subsidiaries                                     49,000

Shareholders' equity:
   Nonredeemable preferred stock, par value $.01 per share;
     authorized 50,000,000 shares
   Common stock, par value $.01 per share; authorized 100,000,000 shares;
     issued and outstanding 84,076,806 shares                                     841,000
   Additional paid-in capital                                                  25,780,000
   Retained earnings (deficit)                                                (27,424,000)
   Treasury stock, 29,500 shares at cost                                          (11,000)
                                                                             ------------

                                                                                 (814,000)
                                                                             ------------
Commitments and contingencies
                                                                             ------------
                                                                             $  4,095,000
                                                                             ============
</TABLE>
          See accompanying notes to consolidated financial statements.
                                       3
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                           For the three months                   For the nine months
                                                            ended September 30,                    ended September 30,
                                                          1996               1995               1996               1995
                                                          ----               ----               ----               ----
<S>                                                   <C>                <C>                <C>                <C>
REVENUES:
  Vehicle rental activities                           $  2,328,000       $  2,148,000       $  9,726,000       $  8,595,000
  Sports activities                                        299,000            233,000            835,000            801,000
  Rental property activities                                 9,000              8,000             24,000             52,000
  Interest and other income                                 71,000             26,000            115,000             88,000
                                                      ------------       ------------       ------------       ------------

                                                         2,707,000          2,415,000         10,700,000          9,536,000
                                                      ------------       ------------       ------------       ------------

EXPENSES:
  Vehicle rental operations                              2,539,000          2,271,000          8,531,000          8,290,000
  Sports operations                                        314,000            251,000            828,000            807,000
  General and administrative                               148,000            122,000            464,000            533,000
  Depreciation and amortization                             92,000             25,000            702,000             59,000
  Interest                                                  75,000             50,000            369,000            164,000
  Minority interest in consolidated subsidiaries           (74,000)           (40,000)            44,000             27,000
                                                      ------------       ------------       ------------       ------------

                                                         3,094,000          2,679,000         10,938,000          9,880,000
                                                      ------------       ------------       ------------       ------------

INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                   (387,000)          (264,000)          (238,000)          (344,000)

EXTRAORDINARY ITEM - GAIN ON EARLY
   EXTINGUISHMENT OF DEBT                                                                                         3,402,000
                                                      ------------       ------------       ------------       ------------

NET INCOME (LOSS)                                     $   (387,000)      $   (264,000)      $   (238,000)      $  3,058,000
                                                      ============       ============       ============       ============

Income (loss) per common share:
  Income (loss) before extraordinary item             $      (0.00)      $      (0.00)      $      (0.00)      $      (0.00)
  Extraordinary item                                                                                                   0.04
                                                      ------------       ------------       ------------       ------------

  Net income (loss) per common share                  $      (0.00)      $      (0.00)      $      (0.00)      $       0.04
                                                      ============       ============       ============       ============
</TABLE>
          See accompanying notes to consolidated financial statements.
                                       4
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)
              For the nine months ended September 30, 1996 and 1995
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                                                     
                                                                                               Total     
                                   Common  Stock            Additional       Retained          Treasury Stock        shareholders'
                               ----------------------        paid-in         earnings        ------------------         equity    
                                 Shares      Amount          capital         (deficit)       Shares     Amount       (deficiency)
                                 ------      ------          -------         ---------       ------     ------       ------------
<S>                            <C>           <C>           <C>             <C>               <C>       <C>           <C>
Balance,
  December 31, 1995            84,076,806    $841,000      $25,780,000     $(27,186,000)     29,500    $(11,000)     $  (576,000)
Net income (loss)                                                              (238,000)                                (238,000)
                               ----------    --------      -----------     ------------      ------    --------      ----------- 



Balance,
  September 30, 1996           84,076,806    $841,000      $25,780,000     $(27,424,000)     29,500    $(11,000)     $  (814,000)
                               ==========    ========      ===========     ============      ======    ========      ===========



Balance,
  December 31, 1994            84,076,806    $841,000      $25,780,000     $(30,012,000)     29,500    $(11,000)     $(3,402,000)
Net income                                                                    3,058,000                                3,058,000
                               ----------    --------      -----------     ------------      ------    --------      ----------- 



Balance,
  September 30, 1995           84,076,806    $841,000      $25,780,000     $(26,954,000)     29,500    $(11,000)     $  (344,000)
                               ==========    ========      ===========     ============      ======    ========      =========== 
</TABLE>
          See accompanying notes to consolidated financial statements.
                                       5
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
              For the nine months ended September 30, 1996 and 1995
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                             1996               1995
                                                                             ----               ----
<S>                                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                                     $  (238,000)      $ 3,058,000
    Adjustments to reconcile net income to net cash provided by (used for)
       operating activities -
       Depreciation and amortization                                          702,000            59,000
       Minority interest in consolidated subsidiaries                          44,000            27,000
       Extraordinary item                                                                    (3,402,000)
       Other                                                                                      2,000
    Changes in assets and liabilities:
      Decrease (increase) in accounts and mortgages receivable                (19,000)          133,000
      Decrease in revenue earning vehicles                                  4,475,000
      Increase in other assets                                                (14,000)         (229,000)
      Increase (decrease) in accounts payable and accrued liabilities         154,000          (684,000)
                                                                          -----------       -----------

NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES                        5,104,000        (1,036,000)
                                                                          -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Addition to restricted cash                                               (16,000)         (133,000)
    Proceeds from sale of rental property                                                     1,311,000
    Purchases of property and equipment                                      (103,000)         (355,000)
    Purchases of revenue earning vehicles                                  (1,955,000)
                                                                          -----------       -----------

NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES                       (2,074,000)          823,000
                                                                          -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from revenue earning vehicle financing                         2,041,000           227,000
    Proceeds from property and equipment financing                             30,000
    Payments on revenue earning vehicle financing                          (5,156,000)
    Payment on other debt                                                     (58,000)          (85,000)
                                                                          -----------       -----------

NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES                       (3,143,000)          142,000
                                                                          -----------       -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                    (113,000)          (71,000)

CASH AND CASH EQUIVALENTS, beginning of period                                381,000           505,000
                                                                          -----------       -----------

CASH AND CASH EQUIVALENTS, end of period                                  $   268,000       $   434,000
                                                                          ===========       ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Interest paid                                                         $   272,000       $    80,000
                                                                          ===========       ===========
</TABLE>
          See accompanying notes to consolidated financial statements.
                                       6
<PAGE>
                         STRATFORD AMERICAN CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.   In the opinion of the  Company,  the  accompanying  unaudited  consolidated
     financial  statements  contain all  adjustments,  consisting only of normal
     recurring  adjustments,  necessary to present fairly the financial position
     as of September 30, 1996,  and the results of operations and cash flows for
     the nine month periods ended September 30, 1996 and 1995. The  accompanying
     statements 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  financial  statements  appearing  in the
     Company's Form 10-KSB for the year ended December 31, 1995.

2.   The results of operations for the nine months ended  September 30, 1996 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 highest revenues.

3.   Earnings per share are based on 84,047,306 shares for the nine months ended
     September 30, 1996. This number excludes shares owned by the Company.

4.   Effective  March 27, 1995, the Company,  through a 50% owned joint venture,
     sold its  interest in the  University  Center  property,  located in Tempe,
     Arizona.  As a result of the sale,  the underlying  indebtedness,  totaling
     $17,553,000  in principal  and accrued  interest,  was  completely  retired
     through  payments and  reductions  based on terms of a debt  extinguishment
     agreement  with a bank.  The net effect of the above  resulted in a gain of
     $3,402,000, which  has  been  recorded  as an  extraordinary  item  in  the
     accompanying Consolidated Statements of Operations.

5.   Effective  June 1, 1994,  Stratford  American  Corporation,  through an 80%
     owned subsidiary, acquired the franchise rights to substantially all of the
     Arizona  operations of Dollar Rent A Car. This  transaction was consummated
     in  accordance  with a May 19,  1994 Sale and  Purchase  Agreement  between
     Stratford  American Car Rental Systems,  Inc. ("SCRS") and The John Douglas
     Corporation  ("JDC"),  Douglas F. and Bette Jane  Mitchell and John Rector,
     Jr. In addition to the franchise  rights,  the  acquisition  included cash,
     accounts  receivable,  equipment  and other assets  relating to the Arizona
     operations  of JDC as of May 31,  1994.  SCRS also assumed the May 31, 1994
     JDC accounts payable,  accrued expenses and other current  liabilities.  As
     such,  the adjusted fair value of the related assets and liabilities, is as
     follows:
                                       7
<PAGE>


                    Accounts receivable                             $   389,000
                    Other current assets                                 19,000
                    Equipment                                           108,000
                    Other assets                                         70,000
                    Franchise rights                                    381,000
                    Accounts payable                                   (965,000)
                    Other accrued liabilities                          (252,000)
                    Note payable - Dollar Systems, Inc.                 (42,000)
                                                                    -----------

                        Net Cash Acquired                           $   292,000
                                                                    ===========

Separately, a License Agreement dated May 31, 1994 was also entered into between
SCRS and Dollar Systems,  Inc., the Dollar Rent A Car  franchisor.  A $1,900,000
note payable to Dollar Systems, Inc. was executed by SCRS which required monthly
payments of $18,000, including principal and interest at 8%, and matured in June
2000. On May 16, 1995, an agreement  between SCRS and Dollar  Systems,  Inc. was
executed  which  served  to  adjust  the  previously  set  cost  of the  license
agreement.  Along with other license  concessions,  the  remaining  note payable
balance to Dollar Systems, Inc., totaling $1,858,000,  was eliminated,  provided
that the Company does not default on any obligations due to Dollar Systems, Inc.
through the end of 1996,  in which case half of the balance  would become due in
June 2000. The Company is not in default as of the date of this report.
                                       8
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

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

              The Company  recognized a quarterly  profit from its Dollar Rent A
Car operations,  before corporate  overhead  expenses,  for each of the quarters
ended March 31 and June 30, 1996,  and a subsequent  loss for the quarter  ended
September  30,  1996,  resulting  in a net  profit,  before  corporate  overhead
expenses,  for the nine month period  ended  September  30,  1996.  Although the
Company  reported a consolidated  profit through the six month period ended June
30, 1996, the quarter and nine month period ended September 30, 1996 resulted in
a consolidated  loss due to an expected seasonal decline in rental business from
May through  September.  The vehicle rental business in Arizona is seasonal with
the months  February  through the first half of May typically  representing  the
highest  revenue months.  The vehicle rental business is 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.  Efforts are in place
to reduce fleet and other operational costs in order to attain profitability.

              The  Company  anticipates  that with  improved  Dollar  Rent A Car
operations as discussed  above, it should meet its  operational  cash flow needs
for the remainder of 1996.  However,  due to the factors described above,  which
are  outside  the  Company's  control,  there can be no  assurance   that either
profitability or adequate cash flows from operations will be achieved.

              The  Company   continues  to  meet  its  revenue  earning  vehicle
financing requirements through three major sources. At present,  revenue earning
vehicles account for approximately 34% of the Company's average rental fleet, an
increase of 14% from the previous year, with the remaining  fleet  consisting of
leased units.

Results of Operations - Nine Months Ended September 30, 1996, Compared with Nine
Months Ended September 30, 1995

              The Company  reported a net loss of $387,000 and  $238,000,  and a
net loss of  $264,000  and net  income of  $3,058,000  during the three and nine
month periods ended September 30, 1996 and 1995,  respectively.  The results for
the nine months  ended  September  30,  1995  reflect an  extraordinary  gain of
$3,402,000 related to debt forgiveness.  The increase in vehicle rental revenues
of $180,000  and  $1,131,000  for the three and nine month  periods from 1995 to
1996, respectively, is primarily a result of improved rental business related to
the  Super  Bowl and  Major  League  Baseball  spring  training  activities  not
experienced in the previous  year, as well as overall growth  experienced in the
Phoenix area. The increase in vehicle rental operations expense from the quarter
ended  September 30, 1995 to the quarter ended September 30, 1996 of $268,000 is
primarily due to increased  average fleet and other  variable  costs required to
support the higher  revenues  attained  during  1996 in  addition  to  increased
occupancy costs incurred in 1996. General and administrative  expenses increased
$26,000 from the quarter ended September 30, 1995 to the quarter ended September
30, 1996 primarily due to officers' compensation not taken in the previous year,
and decreased $69,000 from the nine month period ended September 30, 1995 to the
nine month period ended  September 30, 1996 in part due to  consulting  fees and
other  expenses  related to the sale of the  University  Center project in March
1995. Depreciation,
                                        9
<PAGE>
and  amortization  expense  increased  by $67,000 and $643,000 for the three and
nine month  periods from 1995 to 1996, respectively, primarily  due to the added
depreciation of revenue  earning  vehicles during 1996. The increase in interest
expense of $25,000 and $205,000  for the three and nine month  periods from 1995
to 1996, respectively, is due to the added interest expense on financed  revenue
earning vehicles.

              Vehicle  Rental  Activities.  Revenues from rental car  activities
accounted for 91% of total revenues  during the nine months ended  September 30,
1996 and  continues to represent  the most  significant  revenue  source for the
Company  from the time the Dollar Rent A Car  operations  were  acquired in June
1994. A net operating profit,  before corporate overhead  expenses,  relating to
these operations was recognized during the first nine months of 1996,  partially
attributable  to the  seasonality  of the business and  improved  operations  as
previously discussed.

              Sports  Activities.  Sports  Careers  accounted  for  8% of  total
revenue  during the nine months  ended  September  30,  1996.  Revenues  include
$353,000 and $385,000 associated with the sale of membership programs during the
first nine months of 1996 and 1995,  respectively.  All other significant Sports
Careers revenues relate to Sports Marketplace products.

              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 nine months
of 1996. The Company anticipates that these activities will eventually cease and
currently has no plans to participate in any additional such activities.

              Safe  Harbor  Statement  Under  the Private Securities  Litigation
Reform Act of 1995.

              The  statements  contained in this report which are not historical
facts may constitute "forward-looking  statements" within the meaning of Section
27A of the Securities  Exchange Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, and are subject to the safe harbors
created   thereby.   These   forward-looking   statements   involve   risks  and
uncertainties,  including, but not limited to, risks associated with seasonality
of  operations,  competition,  the  availability  of a reasonably  priced rental
fleet, the availability of financing,  and the Company's ability to reduce fleet
and  operational  costs.  In addition,  the Company's  business,  operations and
financial  condition are subject to substantial risks which are described in the
Company's reports and statements filed from time to time with the Securities and
Exchange  Commission.  These reports and statements include the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1995.
                                       10
<PAGE>
                           PART II. OTHER INFORMATION
                           --------------------------

Responses  to Items 1  through 5 are  omitted  because 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 12

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

                    There were no reports on Form 8-K filed for the three months
                    ended September 30, 1996.





              Signatures
              ----------

              In accordance with the requirements of the Securities Exchange Act
of 1934,  the  registrant  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                     STRATFORD AMERICAN CORPORATION
                                     
     


Date:         November 14, 1996   By /s/ Mel L. Shultz
                                     -------------------------------------------
                                     Mel L. Shultz, President and Director




Date:         November 14, 1996   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


There are no 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  21.1)  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  21.1 was filed as  Exhibit  22.1 to the
Company's  Form 10-QSB for the Quarterly  Period ended June 30, 1994,  which was
filed with the Securities and Exchange Commission on August 12, 1994.

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

    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

   21.1       Subsidiaries                                       N/A
                                       12