**Index**


**UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 ____________
 
 **FORM
        10-QSB**
 (Mark
        One)
  x
              
              QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the quarterly period ended **September 30,
                2005**o
              
              TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                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.
                  Employerincorporation
                  or organization)
              
              Identification
                  No.)
 
 **2400
          E. Arizona Biltmore Circle**
 **Building
          2, Suite 1270**
 **Phoenix,
          Arizona 85016**
 (Address
          of principal executive offices)
 
 **(602)
          956-7809**
 (Issuer’s
          telephone number, including area code)
 
 **Not
          Applicable**
 (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 o
 Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act):   Yes o No x
 
 Applicable
          Only To Corporate Issuers
 
 State
          the
          number of shares outstanding of each of the issuer’s classes of common equity,
          as of the latest practicable date: 11,078,105 shares of common stock, par
          value
          $.01 per share, as of October 31, 2005.
 Transitional
          Small Business Disclosure Format (check one):  Yes o No x


**Index**





**STRATFORD
      AMERICAN CORPORATION**




**INDEX
      TO FORM 10-QSB**








PagePART
              I.
            
            FINANCIAL
              INFORMATIONITEM
              1.
            
            FINANCIAL
              STATEMENTSCondensed
                Consolidated Balance Sheet as of September 30,
                2005 (unaudited)
            
            3Condensed
              Consolidated Statements of Operations for the
              three and
              nine months ended September 30, 2005 and 2004
              (unaudited)
            
            4Condensed
                Consolidated Statements of Cash Flows for the
                nine months ended
                September 30, 2005 and 2004 (unaudited)
            
            5Notes
                to Condensed Consolidated Financial Statements
                (unaudited)
            
            6ITEM
              2.
            
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
            
            13ITEM
              3.
            
            CONTROLS
                AND PROCEDURES
            
            17PART
              II.
            
            OTHER
                INFORMATION
            
            17ITEM
              6.
            
            EXHIBITS
            
            17SIGNATURES
            
            18




2
 **Index**


**PART
        1. FINANCIAL INFORMATION**
 
 **ITEM
        1. FINANCIAL STATEMENTS**
 
 **STRATFORD
        AMERICAN CORPORATION AND SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED BALANCE SHEET**
 **September
        30, 2005**
 (unaudited)
 
 **ASSETS**
 Cash
                  and cash equivalents
              
              $
              6,248,000Receivables:Oil
                  and gas
              
              
              264,000Related
                  party
              
              
              16,000Income
                  taxes receivable
              
              
              56,000Other
              
              
              27,000Oil
                  and gas interests, net
              
              
              1,267,000Other
                  assets
              
              
              88,000$
              7,966,000
 **LIABILITIES
        AND STOCKHOLDERS’ EQUITY**
 Accounts
                  payable
              
              
              55,000Accrued
                  liabilities
              
              
              102,000Net
                  liabilities of discontinued operations
              
              
              20,000Minority
                  interest
              
              
              76,000Total
                  liabilities
              
              
              253,000Commitments
                  and contingencies (See Note 7)Stockholders’
                  equity:Non-redeemable
                  preferred stock, par value $.01 per share;authorized
                  50,000,000 shares, none issuedCommon
                  stock, par value $.01 per share; authorized 100,000,000shares;
                  issued and outstanding 11,078,105 shares
              
              
              111,000Additional
                  paid-in capital
              
              
              28,511,000Accumulated
                  deficit
              
              
              (20,898,000
              )Treasury
                  stock, 1,967 shares at cost
              
              
              (11,000
              )Total
                  stockholders’ equity
              
              
              7,713,000$
              7,966,000
 See
        accompanying notes to condensed consolidated financial statements.
 3
 **Index**
  **STRATFORD
        AMERICAN CORPORATION AND
        SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS**
 (unaudited)
 
 **For
                  the three months ended**
              
              **For
                  the nine months ended******
              
              **September
                  30,**
              
              **September
                  30,******
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004**REVENUES:Oil
                  & gas revenue
              
              $
              407,000
              
              $
              285,000
              
              $
              965,000
              
              $
              712,000Interest
                  and other income
              
              
              51,000
              
              
              2,000
              
              
              134,000
              
              
              5,000458,000
              
              
              287,000
              
              
              1,099,000
              
              
              717,000EXPENSES:General
                  and administrative
              
              
              141,000
              
              
              140,000
              
              
              435,000
              
              
              437,000Depreciation,
                  depletion and amortization
              
              
              90,000
              
              
              77,000
              
              
              247,000
              
              
              227,000Oil
                  & gas operations
              
              
              74,000
              
              
              60,000
              
              
              231,000
              
              
              167,000305,000
              
              
              277,000
              
              
              913,000
              
              
              831,000Income
                    (loss) from continuing operations before income
                    taxes
              
              
              153,000
              
              
              10,000
              
              
              186,000
              
              
              (114,000
              )Income
                  tax expense
              
              
              9,000
              
              
              1,000
              
              
              9,000
              
              
              2,000Income
                    (loss) from continuing operations
              
              
              144,000
              
              
              9,000
              
              
              177,000
              
              
              (116,000
              )DISCONTINUED
                  OPERATIONS:Income
                  from operations
              
              
              —
              
              
              154,000
              
              
              —
              
              
              364,000Gain
                    on sale of building
              
              
              49,000
              
              
              —
              
              
              49,000
              
              
              —Minority
                  interest share of net income
              
              
              —
              
              
              (28,000
              )
              
              —
              
              
              (67,000
              )Income
                  from discontinued operations
              
              
              49,000
              
              
              126,000
              
              
              49,000
              
              
              297,000Net
                  income
              
              $
              193,000
              
              $
              135,000
              
              $
              226,000
              
              $
              181,000Basic
                  net income per share:Income
                  (loss) from continuing operations
              
              $
              0.01
              
              $
              0.00
              
              $
              0.02
              
              $
              (0.01
              )Income
                  from discontinued operations
              
              
              0.00
              
              
              0.01
              
              
              0.00
              
              
              0.03Basic
                  net income per share
              
              $
              0.01
              
              $
              0.01
              
              $
              0.02
              
              $
              0.02Weighted
                    average number of common shares - basic
              
              
              11,078,105
              
              
              11,078,105
              
              
              11,078,105
              
              
              11,078,105Diluted
                  net income per share:Income
                  (loss) from continuing operations
              
              $
              0.01
              
              $
              0.00
              
              $
              0.02
              
              $
              (0.01
              )Income
                  from discontinued operations
              
              
              0.00
              
              
              0.01
              
              
              0.00
              
              
              0.03Diluted
                  net income per share
              
              $
              0.01
              
              $
              0.01
              
              $
              0.02
              
              $
              0.02Weighted
                    average number of common shares - diluted
              
              
              11,178,105
              
              
              11,078,105
              
              
              11,178,105
              
              
              11,078,105
 See
        accompanying notes to condensed consolidated financial statements
 4
 **Index**
  **STRATFORD
        AMERICAN CORPORATION AND
        SUBSIDIARIES**
 **CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS**
 (unaudited)
 
 **For
                  the nine months ended**
                **September
                  30,******
              
              **2005**
              
              **2004**CASH
                  FLOWS FROM CONTINUING OPERATING ACTIVITIES:Net
                  income (loss) from continuing operations
              
              $
              177,000
              
              $
              (116,000
              )Adjustments
                    to reconcile net income (loss) to net cash used in continuing
                    operating
                    activities:Depreciation,
                  depletion and amortization
              
              
              247,000
              
              
              227,000Changes
                  in assets and liabilities:Increase
                  in oil and gas, related party and otherreceivables
              
              
              (171,000
              )
              
              (32,000
              )Increase
                  in oil and gas interests
              
              
              (325,000
              )
              
              (151,000
              )Decrease
                  in other assets
              
              
              38,000
              
              
              19,000Decrease
                  in accounts payable
              
              
              (24,000
              )
              
              (20,000
              )Increase
                  (decrease) in accrued liabilities
              
              
              (2,000
              )
              
              21,000NET
                  CASH USED IN CONTINUING OPERATING ACTIVITIES
              
              
              (60,000
              )
              
              (52,000
              )CASH
                  FLOWS FROM CONTINUING INVESTING ACTIVITIES:Purchases
                  of property and equipment
              
              
              (2,000
              )
              
              0NET
                  CASH USED IN CONTINUING INVESTING ACTIVITIES
              
              
              (2,000
              )
              
              0NET
                  CASH PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
              
              
              (386,000
              )
              
              98,000NET
                    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              (448,000
              )
              
              46,000CASH
                  AND CASH EQUIVALENTS, beginning of period
              
              
              6,696,000
              
              
              705,000CASH
                  AND CASH EQUIVALENTS, end of period
              
              $
              6,248,000
              
              $
              751,000SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:Interest
                  paid during the period
              
              $
              0
              
              $
              1,061,000Taxes
                  paid during the period
              
              $
              442,000
              
              $
              6,000
  See
        accompanying notes to condensed consolidated financial statements.
 
 5
 **Index**
 **STRATFORD
        AMERICAN CORPORATION AND
        SUBSIDIARIES**
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 (unaudited)
 
 
 Note
        1 - Basis
        of Presentation
 
 The
        accompanying unaudited condensed consolidated financial statements of Stratford
        American Corporation and subsidiaries (the “Company”) have been prepared in
        accordance with U.S. generally accepted accounting principles for interim
        financial information and pursuant to the rules and regulations of the
        Securities and Exchange Commission. Accordingly, they do not contain all
        of the
        information and footnotes required by U.S. generally accepted accounting
        principles for complete financial statements. In the opinion of management,
        all
        adjustments consisting of a normal and recurring nature considered necessary
        for
        a fair presentation have been included. Operating results for the nine months
        ended September 30, 2005, may not necessarily be indicative of the results
        that
        may be expected for the year ended December 31, 2005.
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make certain estimates and
        assumptions that affect the amounts reported in the condensed consolidated
        financial statements and accompanying notes. Actual results could differ
        from
        those estimates. These interim financial statements should be read in
        conjunction with the consolidated financial statements and accompanying notes
        included in the Company’s Annual Report on Form 10-KSB for the year ended
        December 31, 2004, as filed with the Securities and Exchange
        Commission.
  Note
        2 - Discontinued
        Operations
 
 On
        August
        30, 2004, Scottsdale Thompson Peak, LLC (“STP”), entered into a Purchase and
        Sale Agreement (“the Agreement”) with Holualoa Arizona, Inc, an Arizona
        corporation (“Holualoa”) to sell the Company’s real estate segment, which
        consisted primarily of an office building located in Scottsdale, Arizona
        (“the
        Property”). The Agreement called for the closing of the sale of the Property by
        the end of November 2004 at a price of $31,400,000. The transaction closed
        on
        November 9, 2004. Debt service obligations of $23,401,000, which were inclusive
        of a $20,000,000, 5.9% loan, a $2,500,000, 6% loan and a $1,800,000, 10%
        loan,
        were paid out of the cash proceeds from the sale of the Property. Discontinued
        operations in the consolidated statements of operations reflect the results
        of
        operations of the Property sold in November 2004, including allocated interest
        expense for the periods presented. Interest expense was allocated to
        discontinued operations based on the outstanding debt specifically identified
        above. Net cash proceeds from the November 9, 2004 sale of the Property to
        STP,
        of which the Company owns 80% of the membership interests in, were $7,468,000.
        The Company’s 80% share of the proceeds was approximately $5,974,000. The
        Company has not made any decisions as to the use of the proceeds of the sale
        of
        the Property and is currently evaluating the best use of these
        proceeds.
 6
 **Index**
  The
        Company recognized a gain of $5,326,000, net of estimated tax of $430,000,
        from
        the sale of the Property as reported on it’s Form 10-KSB for the year ended
        December 31, 2004. Completion of the Company’s 2004 tax returns in September of
        2005 resulted in lower income tax
        liabilities than originally estimated. Accordingly, for the three and nine
        months ended September 30, 2005, the Company recognized a gain on sale of
        building of $49,000. The real estate segment 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
        accompanying condensed consolidated financial statements.
 
 The
        components of net liabilities of discontinued operations as of
        September 30 ,
        200 5  consist
        of accounts payable of $20,000.  These
        liabilities will be adjusted in the future if the Company’s estimate of
        remaining costs changes. The effect of any future adjustments to net liabilities
        of discontinued operations would be presented in the income statement as
        an
        adjustment to the previously recorded gain on sale of building.
 
 Following
        is a summary of the operating results of the discontinued operations for
        the three
        and
        nine months ended September
        30, 2005 and 2004:
 
 **For
                  the Three Months Ended**
              
              **For
                  the Nine Months Ended******
              
              **September
                  30,**
              
              **September
                  30,******
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004**Revenues
              
              $
              0
              
              $
              616,000
              
              $
              0
              
              $
              1,848,000Expenses
              
              
              0
              
              
              462,000
              
              
              0
              
              
              1,484,000Gain
                  on sale of building
              
              
              49,000
              
              
              0
              
              
              49,000
              
              
              0Minority
                  interest share of net income
              
              
              0
              
              
              (28,000
              )
              
              0
              
              
              (67,000
              )Income
                  from discontinued operations
              
              $
              49,000
              
              $
              126,000
              
              $
              49,000
              
              $
              297,000
 Had
        the
        sale of the Property been completed as of January 1, 2004, the Company would
        have reported the following for the three and nine months ended September
        30,
        2004:
 
 **Three
                  Months Ended**
              
              **Nine
                  Months Ended******
              
              **September
                  30, 2004**
              
              **September
                  30, 2004******
              
              **(Unaudited)**Total
                  revenue
              
              $
              287,000
              
              $
              717,000Net
                  income (loss)
              
              $
              9,000
              
              $
              (116,000
              )Basic
                  and diluted net income (loss) per share
              
              $
              0.00
              
              $
              (0.01
              )Pro
                  Forma weighted average shares outstanding:Basic
              
              
              11,078,105
              
              
              11,078,105Diluted
              
              
              11,078,105
              
              
              11,078,105
  7
 **Index**
 
 Note
        3 - Net
        Income (Loss) Per Common Share
  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.
        Diluted
        net income (loss) per share reflects the potential dilution that could occur
        if
        securities or other contracts to issue common stock were exercised or converted
        into common stock or resulted in the issuance of common stock that then shared
        in the income of the Company. In calculating diluted net income per share
        for
        the three and nine month periods ended September 30, 2005, common stock
        equivalents consisting of 100,000 stock options have been included. In
        calculating diluted net income per share for the three and nine month periods
        ended September 30, 2004, common stock equivalents consisting of 480,000
        stock
        options have been excluded because their inclusion would have been
        antidilutive.
  Note
        4 - Employee
        Stock Options
 
 The
        Company has elected to follow Accounting Principles Board Opinion No. 25,
        ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES (APB 25) and related interpretations
        in
        accounting for its employee stock options and to adopt the “disclosure only”
        alternative treatment
        under Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR
        STOCK-BASED COMPENSATION
        (SFAS 123). SFAS 123 requires the use of fair value option
        valuation models that were not developed for use in valuing employee stock
        options. Under SFAS No. 123, deferred compensation is recorded for the excess
        of
        the fair value of the stock on the date of the option grant, over the exercise
        price of the option. The deferred compensation is amortized over the vesting
        period of the option.
 
 Had
        the
        Company determined compensation cost based on the fair value at the grant
        date
        for its stock options under SFAS No. 123, the Company’s pro forma net income
        would have been:
  **For
                  the three months ended**
                **September
                  30,**
              
              **For
                  the nine months ended**
                **September
                  30,******
              
              **2005**
              
              **2004**
              
              **2005**
              
              **2004**Net
                  income - as reported
              
              $
              193,000
              
              $
              135,000
              
              $
              226,000
              
              $
              181,000Less:Total
                        stock based employee compensation expense determined under
                        fair value
                        method for stock options
              
              
              0
              
              
              0
              
              
              0
              
              
              0Net
                  income - pro forma
              
              $
              193,000
              
              $
              135,000
              
              $
              226,000
              
              $
              181,000Basic
                    and diluted net income per share - as reported
              
              $
              0.01
              
              $
              0.01
              
              $
              0.02
              
              $
              0.02Basic
                    and diluted net income per share - pro forma
              
              $
              0.01
              
              $
              0.01
              
              $
              0.02
              
              $
              0.02
 
 8
 **Index**
 
 Note
        5 - Oil
        and Gas Interests
 
 The
        Company, through its wholly owned subsidiary Stratford American Energy
        Corporation (“SAEC”), purchased working interests in 23 oil and gas properties
        located in Oklahoma and Texas, effective April 1, 2002. Subsequent to the
        2002
        purchase, the Company has participated in the successful drilling of new
        producing wells, and as of September 30, 2005 has working interests in 37
        oil
        and gas properties. Development and equipment expenditures, by the Company,
        during the third quarter of 2005 were $91,000. Total development and equipment
        expenditures, by the Company, through SAEC, for the nine months ended September
        30, 2005 were $282,000. As of September 30, 2005, $68,000 of these expenditures
        were prepaid to an Operator for the drilling of two development wells which
        the
        Company elected to participate in. These development wells are expected to
        be
        completed in the fourth quarter of 2005. Total capitalized costs of the SAEC
        properties and accumulated depletion and amortization are as
        follows:
 
 **September
                  30, 2005**Oil
                  and gas interests
              
              $
              985,0002005
                  development costs and equipment additions
              
              
              282,000Less
                  accumulated depletion and amortization
              
              
              (411,000
              )Net
                  oil and gas interests
              
              $
              856,000
 The
        Company recognized depletion expense of $43,000 and $113,000 for the three
        and
        nine month periods ended September 30, 2005, respectively, and $32,000 and
        $90,000 for the three and nine month periods ended September 30, 2004,
        respectively.
 
 In
        addition to the oil and gas interests, acquisition costs of $68,000 are being
        amortized equally over a seven-year period, which is the estimated life of
        the
        wells. The Company recognized amortization expense of $2,000 and $6,000 for
        each
        of the three and nine month periods ended September 30, 2005 and 2004,
        respectively. Total accumulated amortization of acquisition costs at September
        30, 2005 was $33,000, leaving net acquisition costs of $35,000 on the books
        of
        the Company.
 
 On
        April
        19, 2001, the Company purchased 100% of the capital stock of SA Oil and Gas Corporation
        (“SA Oil”), from the shareholders of SA Oil, in exchange for 755,948 shares of common
        stock of the Company. SA Oil owns working and/or royalty interests in 87
        oil and
        gas properties located in Oklahoma and Texas. Total capitalized costs of
        the SA
        Oil properties and accumulated depletion and amortization are as
        follows:
 
 **September
                  30, 2005**Oil
                  and gas interests
              
              $
              3,673,0002005
                  development costs and equipment additions
              
              
              37,000Less
                  accumulated depletion and amortization
              
              
              (3,305,000
              )Net
                  oil and gas interests
              
              $
              405,000
  9
 **Index**
  Oil
        and
        gas interests are being depleted equally over a seven-year period, which
        is the
        estimated life of the wells. The Company recognized depletion expense of
        $34,000
        and $101,000 in each of the three and nine month periods ended September
        30,
        2005 and 2004, respectively.
        The Company recorded amortization expense on intangible drilling costs and
        depreciation expense on equipment of $7,000 and $15,000 for the three and
        nine
        month periods ended
        September 30, 2005, respectively, and $3,000 and $10,000 for the three and
        nine
        month periods ended September 30, 2004, respectively.
 
 In
        addition to the oil and gas interests, acquisition costs of $48,000 are being
        amortized equally over a seven-year period. The Company recognized amortization
        expense of $2,000 and $6,000 for each of the three and nine month periods
        ended
        September 30, 2005 and 2004, respectively. Total accumulated amortization
        of the
        acquisition costs at September 30, 2005 was $32,000 leaving net acquisition
        costs of $16,000 on the books of the Company.
 
 Stratford
        American Resource Corporation (“SARC”) originally paid $38,000 for a nominal
        working interest in five oil and gas wells. The wells were fully depleted
        at
        September 30, 2005. During the three months ended September 30, 2005, a well
        that had previously been shut-in was recompleted and returned to production.
        The
        Company paid $6,000 in intangible drilling costs during the three months
        ended
        September 30, 2005. These costs are being amortized equally over a five-year
        period, which is the estimated life of the well.
  Total
        net
        oil and gas interests at September 30, 2005 were $1,267,000. Total net
        acquisition costs relating to the oil and gas properties are $51,000 and
        are
        reported within other assets in the accompanying condensed consolidated balance
        sheet.
  For
        each
        of the oil and gas interests described above, the Company is a minority
        participant (an average of less than 3.0%) in joint interest operations and
        as
        such is not subject to disclosure requirements for oil and gas
        operations.
  Note
        6 - Related
        Party Transactions
 
 During
        the three and nine month periods ended September 30, 2005, the Company received
        $17,000 and $51,000, respectively, from two companies that are partially
        owned
        by four of the Company’s executives or directors. These receipts were
        reimbursements for administrative expenses incurred by the Company on behalf
        of
        the related parties. These reimbursements are accrued monthly and are recorded
        as a reduction of general and administrative expense for the three and nine
        month periods ended September 30, 2005. At September 30, 2005, $16,000 of
        these
        reimbursements are recorded as related party receivables in the accompanying
        condensed consolidated balance sheet.
 
 Effective
        November 1, 2003, the Company entered into a month-to-month sublease of the
        Company’s offices with a company that is owned by a majority shareholder of the
        Company. The monthly rent is $2,000, which is at market rate. The Company
        received $6,000 and $18,000 for each of the three and nine month periods
        ended
        September 30, 2005 and 2004, respectively. These receipts from the sublease
        were
        recorded as a reduction in rental expense, included in general and
        administrative expense in the accompanying condensed statement of operations.
        At
        September 30, 2005, all of the sublease payments had been received.
  10
 **Index**
  Note
        7 - Commitments
        and Contingencies
 
 The
        Company has adopted the disclosure provisions of the Financial Accounting Standards
        Board Interpretation No. 45, GUARANTOR’S ACCOUNTING AND DISCLOSURE REQUIREMENTS
        FOR GUARANTEES, INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS
        OF OTHERS. Interpretation 45 requires disclosures about obligations under certain
        guarantees the guarantor has issued. While the Company has various indemnity
        obligations included in contracts entered into in the normal course of business,
        these obligations are primarily in the form of indemnities that could result
        in
        immaterial increases of future costs, but do not represent significant
        commitments or contingent liabilities of the
        indebtedness of others .
 
 Note
        8 - Recent
        Accounting Pronouncements
 
 Recently
        Issued Accounting Pronouncements
 
 In
        December 2004, the FASB issued Revised Statement No. 123, ACCOUNTING FOR
        SHARE-BASED PAYMENT (“SFAS No. 123(R)”). This statement requires the Company to
        recognize the grant-date fair value of stock options in the statement of
        operations. This Statement requires that companies account for these share-based
        transactions using the fair-value-based method, and eliminates a company’s
        ability to account for these transactions using the
        intrinsic value method of accounting in APB Opinion No. 25. For small business
        issuers, Statement
        No. 123(R) is effective as of the beginning of the first interim or annual
        reporting period
        that begins after December 15, 2005. The Company has not yet determined the
        exact impact the new standard will have on its consolidated financial
        statements. The disclosure included in Note 4 to the condensed consolidated
        financial statements discloses the impact on the Company’s results of operations
        as if it had applied the fair value based method and recognition provisions
        of
        Statement No. 123(R) to stock-based employee compensation to the current
        reporting periods.
 
 In
        March
        2005, the FASB issued FASB Interpretation No. 47 (“FIN 47”), ACCOUNTING FOR
        CONDITIONAL ASSET RETIREMENT OBLIGATIONS, an interpretation of FASB Statement
        No. 143. FIN 47 clarifies that an entity is required to recognize a liability
        for a legal obligation to perform an asset retirement activity if the fair
        value
        can be reasonably estimated even though the timing and (or) method of settlement
        are conditional on a future event. FIN 47 is required to be adopted for annual
        reporting periods ending after December 15, 2005. Adoption of this new standard
        is not expected to have a material impact on the Company’s financial condition
        or results of operations.
 
 In
        May
        2005, the FASB issued SFAS No. 154, ACCOUNTING CHANGES AND ERROR CORRECTIONS
        - a
        replacement of APB Opinion No. 20 and FASB Statement No. 3, which provides
        guidance on the accounting for and reporting of accounting changes and error
        corrections. The statement requires retrospective application to prior periods’
        financial statements of changes in accounting principles, unless it is
        impracticable to determine the period-specific effects of the cumulative
        effect
        of the change. The guidance provided in Accounting Principles Board (APB)
        Opinion No. 20 for reporting the correction of an error in previously issued
        financial statements remains unchanged and requires the restatement of
        previously issued financial statements. SFAS No. 154 is effective for accounting
        changes and corrections of errors made in fiscal years beginning after December
        15, 2005. Management does not expect the adoption of SFAS No. 154 to have
        a
        material impact on the Company’s financial statements.
 
 11
 **Index**
  Note
        9 -
Income Taxes
 
 The
        Company recorded income tax expense from continuing operations of $9,000
        for the three
        and
        nine month periods ended September 30, 2005 and $1,000 and $2,000 for the
        three
        and nine month periods ended September 30, 2004, respectively. The effective
        tax
        rate was 4.46% and
        3.83%
        for the three and nine month periods ended September 30, 2005, respectively,
        and
        0.79% and 1.09% for the three and nine month periods ended September 30,
        2004,
        respectively. In determining the effective tax rates, the Company utilizes
        net
        operating loss carryforwards for which valuation allowances have previously
        been
        provided.
 
 During
        the nine month period ended September 30, 2005, the Company paid $442,000
        in
        estimated state and federal income taxes, for the year ended December 31,
        2004,
        of which $430,000 was attributable to income from the gain on sale of
        discontinued operations and $12,000 was attributable to income from continuing
        operations. Upon completion of the Company’s 2004 state and federal income tax
        returns in September of 2005, the Company was entitled to income tax refunds
        of
        $56,000 for overpayment of estimated taxes, of which $49,000 was attributable
        to
        income from discontinued operations and $7,000 was attributable to income
        from
        continuing operations for the three and nine month periods ended September
        30,
        2005.


12
 **Index**
  **ITEM
        2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS**
 Forward
          Looking Statements
 
 This
          quarterly report contains forward-looking statements within the meaning
          of
          Section 27A
          of
          the Securities Act of 1933 and Section 21E of the Securities Exchange Act
          of
          1934 (forward-looking statements) that involve certain risks and uncertainties.
          The following discussion and analysis should be read in conjunction with
          our
          condensed consolidated financial statements and notes thereto appearing
          elsewhere in this report. Except for the historical information contained
          herein, any statements that refer to expectations, projections or other
          characterization of future events or circumstances, and especially those
          which
          include variations of the words
“believes,”“intends,”“estimates,”“anticipates,”“expects,”“plans,” or similar
          words or variations thereof, are likely to be forward-looking statements,
          and as
          such, are likely to concern matters involving risk, uncertainty,
          unpredictability and other factors that could materially and adversely
          affect
          the outcome or results indicated by or inferred from the statements themselves.
          Such factors include, but are not limited to the following: the risk that
          the
          working interests in the SAEC oil and gas properties and the operations
          of SA
          Oil may not be profitable; the risk that the Company will recognize losses
          from
          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.
          Therefore, the reader is advised that the following discussion should be
          considered in light of the discussion of risks and other factors contained
          in
          this quarterly report on Form 10-QSB and in the Company’s other filings with the
          Securities and Exchange Commission, and that no statements contained in
          the
          following discussion or in this Form 10-QSB should be construed as a guarantee
          or assurance of future performance or future results, and the reader is
          cautioned to not place undue reliance on such forward-looking statements.
          The
          forward-looking statements made herein are only made as of the date of
          this
          quarterly report on Form 10-QSB, and we undertake no obligation to publicly
          update such forward-looking statements to reflect subsequent events or
          circumstances.
 
 General
 
 On
          November 9, 2004, the Company, through its 80% owned subsidiary, Scottsdale Thompson
          Peak, LLC, sold the property located at 20225 North Scottsdale Road, Scottsdale,
          Arizona. The total sales price for the property was $31,400,000. Following
          the
          payment of debt service obligations and related interest due of $23,401,000,
          which were inclusive of a $20,000,000, 5.9% loan, a $2,500,000, 6% loan
          and a
          $1,800,000, 10% loan, and the payment of closing costs and pro-rations
          of
          $531,000, cash proceeds to Scottsdale Thompson Peak, LLC were $7,468,000.
          The
          Company’s 80% share of the net proceeds was $5,974,000. This transaction
          represents the sale of the Company’s real estate segment. Accordingly, the
          results of operations of this segment are recorded within income from
          discontinued operations for all periods presented in the accompanying
          consolidated financial statements. See Note 2 to the accompanying condensed
          consolidated financial statements of the Company for additional information
          related to the sale of the discontinued operations.
 
 The
          Company owns working interests in oil and gas properties primarily located
          in
          Oklahoma and Texas as discussed in Note 5 of the accompanying condensed
          consolidated financial statements of the Company.
  Other
            than the transactions described above, the Company has no significant
            operations
            and there can be no assurance that the Company’s operations will be profitable.
            With the sale of the real estate segment, management is currently evaluating
            the
            future direction of the business in order to maximize shareholder return.
            Potential courses of action for the Company are to continue to look for
            investment opportunities, most likely in either oil and gas interests
            or real estate,
            or to consider liquidation and dissolution of the operations of the Company
            with
            a liquidating dividend to the shareholders of the Company. In determining
            potential courses of action, management will be considerate of several
            factors
            including the management’s outlook for the Company’s current operations,
            potential future investment opportunities, the existence of competitors
            in our industry with greater resources at their disposal and the regulatory
            and
            reporting environment of the Company.
 13
 **Index**
  Critical
          Accounting Policies and Estimates
 
 The
          consolidated balance sheet and consolidated statements of operations have
          been
          prepared in accordance with U.S. generally accepted accounting principles.
          The
          preparation of these
          financial statements requires the Company to make certain estimates and
          judgments that affect the reported amounts of assets, liabilities, revenues
          and
          expenses, and related disclosure of contingent assets and liabilities.
          On an
          on-going basis, the Company evaluates its estimates, including those related
          to
          oil and gas interests, contingencies and litigation. The Company bases
          its
          estimates on historical experience and on various other assumptions that
          are
          believed to be reasonable under the circumstances, the results of which
          form the
          basis for making judgments about the carrying values of assets and liabilities
          that are not readily apparent from other sources. Actual results may differ
          from
          these estimates under different assumptions or conditions.
 
 The
          Company believes the following critical accounting policies affect its
          more
          significant judgments and estimates used in the preparation of its consolidated
          financial statements. The Company accrues production income and expense
          based
          upon historical performance, costs, and prices received for oil and gas.
          Revisions in profit estimates are charged to income in the period in which
          the
          facts that give rise to the revision become known. Future adverse
          changes in market conditions or poor operating results could result in
          losses or
          an inability to recover the carrying value of our oil and gas interests,
          thereby
          possibly requiring an impairment charge in the future.
 
 The
          investments in oil and gas properties are operated by unaffiliated entities
          (“Operators”) who are responsible for drilling, administering and producing
          activities for leases jointly owned by working interest owners pursuant
          to the
          terms of the applicable Operating Agreements. The Company’s portion of
          exploration, drilling, and equipment and capital expenditures relating
          to the
          wells are advanced and billed by Operators through authorization for
          expenditures. The Company’s portion of operating expenditures relating to the
          wells are billed monthly by the Operators through joint interest
          billings.
  The
          Company utilizes the successful efforts method of accounting for its oil
          and gas
          properties. Under this method all costs associated with productive wells
          are
          capitalized while nonproductive exploration costs are expensed. There were
          $1,000 and $23,000 of dry hole costs expensed for the three and nine months
          ended September 30, 2005, respectively. Capitalized costs relating to proven
          properties are depleted using the straight-line method over a period of
          five to
          seven years.
  Capitalized
            costs of individual properties abandoned or retired are charged to accumulated
            depletion, depreciation and amortization. Proceeds from sales of individual
            properties are credited to property costs. No gain or loss is recognized
            until
            the entire basis of all of the properties is sold or abandoned.
 
 Liquidity
            and Capital Resources
 
 At
            September 30, 2005, the Company had $6,248,000 in available cash resources.
            A
            significant amount of the cash available at September 30, 2005 was generated
            from the one-time sale of the Property held by the Company’s 80% subsidiary,
            STP. Proceeds to the Company from the November 9, 2004 sale of the Property
            by
            STP were $5,974,000.
 14
 **Index**
 
 During
          the nine months ended September 30, 2005, the Company used $442,000 in
          cash, to
          pay for previously accrued income tax liabilities as discussed above in
          Note 9
          and $56,000 of the estimated tax payments will be refunded to the Company.
          The
          Company used $100,000 and $325,000 in cash to fund development costs and
          capital
          additions for the oil and gas interests for the three and nine month periods
          ended September 30, 2005, respectively. Future costs to complete the two
          development wells, as discussed in Note 5, should they prove to be producing
          properties, will be approximately $32,000 and will be funded from Company
          cash.
          In October 2005, the Company utilized $34,000 in cash to prepay its
          proportionate share of drilling costs for an additional development well.
          Future
          costs to complete this well, if it proves to be a producing property, will
          be
          approximately $16,000 and will be funded from Company cash.
 
 The
          Company maintains its excess cash funds in interest-bearing deposits, which
          at
          times exceed the amount insured by the Federal Deposit Insurance Corporation.
          The Company has not sustained any losses as a result of maintaining its
          excess
          cash funds in such interest bearing deposits and does not expect to do
          so in the
          future. The Company believes that its current cash and cash equivalents
          will be
          sufficient to meet its forecasted operating cash needs for 2005. 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 current activity will be achieved. No prediction can
          be made
          as to the future prices the Company
          will receive from oil and gas sales. Additionally there can be no assurance
          that
          the Company’s operations will be profitable.
 
 Results
          of Operations - Three and Nine Month Periods Ended September 30, 2005,
          Compared
          with Three and Nine Month Periods Ended September 30, 2004
 
 The
          Company reported net income of $193,000 and $226,000 for the three and
          nine month
          periods ended September 30, 2005, respectively, compared to net income
          of
          $135,000 and $181,000
          for the three and nine month periods ended September 30, 2004, respectively.
          The
          2005 results include income of $49,000 for the three and nine month periods
          ending September 30, respectively, and the 2004 results include income
          of
          $126,000 and $297,000 for the three and nine month periods ended September
          30,
          respectively, from discontinued operations, as discussed above in Note
          2.
 
 Oil
          and Gas Revenues. For the
          three months ended September 30, 2005, oil and gas revenue has increased
          43%
          over the same period for 2004, with a 36% increase for the nine months
          ended
          September 30, 2005, as compared to the same period for 2004. Oil and gas
          revenues increased from $285,000 and $712,000 for the three and nine month
          periods ended September 30, 2004, respectively, to $407,000 and $965,000
          for the
          three and nine month periods ended September 30, 2005, respectively. Oil
          and gas
          revenues accounted for 89% and 88% of the total revenue from continuing
          operations for the three and nine month periods ended September 30, 2005,
          respectively. The increasing oil and gas prices are the primary factor
          in the
          increase in revenues. Additional production volumes between the periods
          of 2005
          and 2004, primarily due to positive drilling results for development properties
          that the Company elected to participate in, also contributed to the
          increase.
 Separately,
            the SA Oil properties generated $191,000 and $528,000 in revenue for
            the three
            and nine month periods ended September 30, 2005, respectively, compared
            to
            $174,000 and $460,000 for the three and nine month periods ended September
            30,
            2004, respectively. The working interests in the SAEC oil and gas properties
            generated $213,000 and $427,000 in revenue for the three and nine month
            periods
            ended September 30, 2005, respectively, compared to $107,000 and $242,000
            for
            the three and nine month periods ended September 30, 2004, respectively.
            The
            SARC oil and gas properties generated $3,000 and $10,000 in revenues
            for the
            three and nine month periods ended September 30, 2005, respectively,
            compared to
            $4,000 and $10,000 for the three and nine month periods ended September
            30,
            2004, respectively.
 
 Oil
            and
            gas activities are the major part of the Company’s continuing operations. The
            Company sells its gas in the spot market, which is highly seasonal and
            volatile.
            Oil prices will continue to be affected by world markets and
            conditions.
 15
 **Index**
 Interest
            and Other Income .
            Interest and other income increased from $2,000 and $5,000 for the three
            and
            nine month periods ended September 30, 2004, respectively to $51,000
            and
            $134,000 for the three and nine month periods ended September 30, 2005,
            respectively. The increase is primarily due to interest earned on higher
            balances in the Company’s cash accounts at September 30, 2005. The higher
            balances are a result of the receipt, in November 2004, of $5,974,000,
            which
            represented the Company’s 80% share of the proceeds from the sale of the real
            estate segment.
  General
          and Administrative Expenses. General
          and administrative expenses consist primarily of salaries and related benefits,
          office rent, legal and accounting fees, and other administrative
          costs incurred in our office. General and administrative expenses increased
          0.7%, from $140,000 to $141,000 for the three month periods ended September
          30,
          2004 and 2005, respectively, and decreased 0.5%, from $437,000 to $435,000
          for
          the nine month periods ended September 30, 2004 and 2005, respectively.
 
 Depreciation,
          Depletion and Amortization .
          Depreciation, depletion and amortization expense
          increased from $77,000 and $227,000 for the three and nine month periods
          ended
          September 30, 2004, respectively, to $90,000 and $247,000 for the three
          and nine
          month periods ended September 30, 2005, respectively. The increase in expense
          of
          $13,000 for the three months ended September 30, 2005 is due primarily
          to the
          additional depletion expense of $12,000 recognized on the SAEC development
          wells
          completed subsequent to September 30, 2004, an increase of $3,000 in
          amortization and depreciation on the equipment and intangible drilling
          costs
          capitalized for the SA Oil properties in 2005, offset by a decrease in
          depletion
          recognized on the SARC wells of $2,000, which as of September 30, 2005
          were
          fully depleted. The increase in expense of $20,000 for the nine months
          ended
          September 30, 2005 is due primarily to the additional depletion expense
          of
          $24,000 recognized on the SAEC development wells completed subsequent to
          September 30, 2004, an increase of $5,000 in amortization and depreciation
          on
          the equipment and intangible drilling costs capitalized for the SA Oil
          properties in 2005, offset by a decrease in depletion recognized on the
          SARC
          wells of $5,000, which as of September 30, 2005 were fully depleted, and
          offset
          by a decrease in depreciation of $4,000 due to office equipment becoming
          fully
          depreciated in late 2004.
 
 Oil
          and Gas Operations .
          Oil and
          gas operations expense increased from $60,000 and $167,000 for the three
          and
          nine month periods ended September 30, 2004, respectively, to $74,000 and
          $231,000 for the three and nine month periods ended September 30, 2005,
          respectively. The increased expense for the three and nine month periods
          ended
          September 30, 2005 resulted primarily from higher field operating expenses
          from
          an expanded number of properties, higher maintenance costs, dry hole costs
          and
          state franchise taxes incurred as a result of increased revenues.
 
 Discontinued
          Operations .
          Property rental income, which is included in the income from operations
          of
          discontinued operations for the three and nine month periods ended September
          30,
          2004, consists of scheduled rental income of $524,000 and $1,572,000,
          respectively, deferred rent of $92,000 and $276,000, respectively, depreciation
          expense of $89,000 and $356,000, respectively, interest expense of $373,000
          and
          $1,126,000, respectively, and property rental operations expense of $2,000
          for
          the nine month period ended September 30, 2004. A s
          previously discussed above in
          Note 2 ,
          the Property
          was sold by STP to
          Holualoa, effective November 9, 2004 and has been accounted for as a
          discontinued operation and
          therefore there are no results of operations for the three and nine month
          periods ended September 30, 2005. The Company recognized a gain on sale
          of
          building of $49,000 for the three and nine month periods ended September
          30,
          2005. This adjustment reflects the decrease between the previous estimate
          made
          for income taxes and the actual income taxes due, associated with the sale
          of
          the Property.
  Related
            Party Transactions
  Related
            party transactions are discussed in Note 6 of the accompanying consolidated
            financial statements of the Company.
 16
 **Index**
 Capital
            Requirements
  During
            the nine months ended September 30, 2005, the Company utilized $325,000
            in cash
            to fund development costs and capital additions for the oil and gas interests.
            Future costs to complete the two development wells, as discussed above
            in Note
            5, should they prove to be producing properties, will be approximately
            $36,000
            and will be funded from Company cash. In October 2005, the Company utilized
            $34,000 in cash to prepay its proportionate share of drilling costs for
            an
            additional development well. Future costs to complete this well, if it
            proves to
            be a producing property, will be approximately $16,000 and will be funded
            from
            Company cash.
 
 Other
            than the capital requirements described above, 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.
 
 Off-Balance
          Sheet Arrangements
 
 The
          Company has no off-balance sheet arrangements as defined by Item 303(c)
          of
          Regulation S-B.
 **ITEM
            3.   CONTROLS AND
            PROCEDURES**
 
 Our
          Chief
          Executive Officer, our President and our Controller, based on the evaluation
          of
          our disclosure controls and procedures (as defined in rules 13a-15(e) or
          15d-15(e) of the Securities Exchange Act of 1934, as amended) required
          by
          paragraph (b) of Rule 13a-15 or Rule 15d-15,
          have concluded that, as of September 30, 2005, our disclosure controls
          and
          procedures were effective to ensure that the information we are required
          to
          disclose in reports that we file or submit
          under the Securities Exchange Act of 1934 is recorded, processed, summarized
          and
          reported within the time periods specified in Securities and Exchange Commission
          rules and forms. During the three months ended September 30, 2005 there
          was no
          change in our internal control
          over financial reporting identified in connection with the evaluation required
          by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected,
          or
          is reasonably likely to materially affect, our internal control over financial
          reporting.
   **PART
          II. OTHER INFORMATION**
 
 Responses
          to Items 1 through 5 are omitted since these items are not
          applicable.






**ITEM
      6.   EXHIBITS**





(a)
              Exhibits
  See
        index beginning on page 19




17
 **Index**





**Signatures**





In
      accordance with the requirements of 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**
                RegistrantDate: November
                14, 2005
              By:
              /s/ 
                Mel L. ShultzMel
                L. Shultz, President and Director


Date: November
                  14, 2005
                By:
                /s/ 
                  David H. EatonDavid
                    H. Eaton, Chief Executive Officer
                  and
                    Chairman of the Board
 Date: November
                      14, 2005
                    By:
                    /s/ 
                      Daniel E. MatthewsDaniel
                        E. Matthews, Controller, Secretary
                      and
                        Treasurer


18
 **Index**





**EXHIBITS
      INDEX**


Exhibits
        31.1, 31.2, 31.3 and 32 are filed with this report. The Company hereby
        incorporates all other exhibits by reference pursuant to Rule 12b-32, each
        of
        which (except Exhibits 3.3, 10.9, 10.10, 10.11, 10.12, 10.13, 10.14, 10.15,
        10.16, 10.17, 10.18, 10.19, 10.20, 10.21, 14.1 and 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 3.3 was filed with
        the
        Company’s Registration Statement on Form S-1 on June 12, 1989, with the
        Securities and Exchange Commission. Exhibit 10.9 was filed as Exhibit 2.1
        to the
        Company’s Form 8-K, which was filed with the Securities and Exchange Commission
        on October 28, 1998. Exhibit 10.10 was filed as Exhibit 10.39 to the Company’s
        form 10-KSB for the year ended December31, 1998, which was filed with the
        Securities and Exchange Commission on March 31, 1999. Exhibits 10.11, 10.12,
        and
        10.13 were filed with the Company’s Form 10-KSB for the year ended December 31,
        1999 which was filed with the Securities and Exchange Commission on March
        30,
        2000. Exhibit 10.14 was filed with the Company’s Form 10-KSB for the year ended
        December 31, 2000, which was filed with the Securities and Exchange Commission
        on March 30, 2001. Exhibit 10.15 was filed as Exhibit 2.1 to the Company’s Form
        8-K, which was filed with the Securities and Exchange Commission on May 2,
        2001.
        Exhibit 10.16 was filed as Exhibit 2.1 to the Company’s Form 8-K, which was
        filed with the Securities and Exchange Commission on June 18, 2002. Exhibit
        10.17 was filed as Exhibit 2.1 to the Company’s Form 8-K, which was filed with
        the Securities and Exchange Commission on December 26, 2002. Exhibit 10.18
        was
        filed as Exhibit 10.1 to the Company’s Form 8-K, which was filed with the
        Securities and Exchange Commission on December 26, 2002. Exhibit 10.19 was
        filed
        with Form 10-KSB for the year ended December 31, 2002, which was filed with
        the
        Securities and Exchange Commission on March 31, 2003. Exhibit 10.20 was filed
        with the Company’s Definitive Proxy Statement (Schedule 14A) for its annual
        meeting of shareholders held on July 8, 1998, which was filed with the
        Securities and Exchange Commission on April 28, 1998. Exhibit 10.21 was filed
        as
        Exhibit 99.2 to the Company’s Form 8-K, which was filed with the Securities and
        Exchange Commission on November 15, 2004. Exhibit 14.1 was filed as Exhibit
        A
        with the Company’s Definitive Proxy Statement (Schedule 14A) for its annual
        meeting of shareholders held on June 20, 2004, which was filed with the
        Securities and Exchange Commission on April 29, 2004. Exhibit 21.1 was filed
        with the Company’s Form 10-KSB for the year ended December 31, 2003, which was
        filed with Securities and Exchange Commission on March 31, 2004.





**Number**
              
              **Description**3.1
              
              Articles
                  of Incorporation3.2
              
              By-laws3.3
              
              Articles
                  of Amendment to Articles of Incorporation4.1
              
              Form
                  of Common Stock Certificate4.2
              
              Form
                  of Series “A” Preferred Stock Certificate4.3
              
              Articles
                  IV of the Articles of Incorporation4.4
              
              Article
                  III of the Bylaws10.1
              
              Indemnification
                  Agreement, dated as of May 19, 1988, between the Company and Mel
                  L.
                  Shultz10.2
              
              Schedule
                  of Omitted Indemnification
                  Agreements
 19
 **Index**
 **Number**
                
                **Description**10.3
                
                Indemnification
                    Agreement, dated as of February 19, 1988, relating to
                    guarantees10.4
                
                Indemnification
                    Agreement, dated as of May 10, 1988, relating to
                    guarantees10.5
                
                Registration
                    Agreement, dated as of February 19, 199810.6
                
                Agreement,
                    dated as of February 18, 1988, relating to restrictions against
                    preferred
                    shares10.7
                
                Trust
                    Agreement, dated as of June 18, 198710.8
                
                Share
                    Sale and Registration Agreement, dated January 31, 198910.9
                
                Acquisition
                    Agreement between Stratford American Car Rental Systems, Inc.
                    and Dollar
                    Rent A Car Systems, Inc. dated September 24, 199810.10
                
                Net
                    Lease Agreement between Stratford American Car Rental Systems,
                    Inc. and
                    Dollar Rent A Car Systems, Inc. dated October 1, 199810.11
                
                Post-Closing
                    Statement between Dollar Rent A Car Systems, Inc. and Stratford
                    American
                    Car Rental Systems, Inc. dated January 27, 199910.12
                
                Settlement
                    Agreement between Stratford American Resource Corporation, Energy
                    Investments Advisors, Inc., Oil & Gas Advisors, Inc., Petroleum
                    Advisors & Co., Samuel B. Davis, and Hugh J. Davis, dated October 6,
                    199910.13
                
                Purchase
                    Agreement by and between Foot Creek Corporation of Arizona and
                    Grandilla
                    (Arizona), Inc. and Stratford American Car Rental Systems, Inc.
                    dated
                    December 29, 199910.14
                
                Operating
                    Agreement between DVI Raintree, LLC, Stratford American Corporation
                    and
                    Colonial Raintree, LLC dated October 26, 200010.15
                
                Stock
                    Purchase Agreement, dated March 22, 2001 by and among SA Oil
                    and Gas
                    Corporation, the shareholders of SA Oil and Gas Corporation and
                    Stratford
                    American Corporation.10.16
                
                Purchase
                    and Sale Agreement, dated June 5, 2002 by and between Crown Energy
                    Drilling Production Fund 2001-1 Limited Partnership and Stratford
                    American
                    Energy Corporation10.17
                
                Purchase
                    and Sale Agreement, dated July 17, 2002, by and between Opus
                    West
                    Corporation, a Minnesota corporation, and Stratford American
                    Corporation10.18
                
                Letter
                    Agreement between Stratford American Corporation, JDMD Investments,
                    L.L.C., Diamond Ventures, Inc., Golden Gate Apartments, Ltd.,
                    L.P., Auriga
                    Properties, Inc., DRD-97 Trust and David Goldstein10.19
                
                Operating
                    Agreement of Scottsdale Thompson Peak, LLC10.20
                
                Stratford
                    American Corporation 1998 Stock Incentive Plan10.21
                
                Purchase
                    and Sale Agreement, dated August 30, 2004, by and between Holualoa
                    Arizona, Inc. and Scottsdale Thompson Peak, LLC14.1
                
                Code
                    of Ethics21.1
                
                Subsidiaries31.1
                
                Certification
                    pursuant to Section 302 of the Sarbanes-Oxley Act of
                    200231.2
                
                Certification
                    pursuant to Section 302 of the Sarbanes-Oxley Act of
                    200231.3
                
                Certification
                    pursuant to Section 302 of the Sarbanes-Oxley Act of
                    200232
                
                Officer
                    Certification pursuant to Section 906 of the Sarbanes-Oxley Act
                    of
                    2002
 20