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 June 30, 1999

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

             For the transition period from __________ to __________

                         Commission file number 0-17018


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


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


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


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


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

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

At June 30, 1999,  6,371,787 shares of the issuer's common stock were issued and
outstanding.
<PAGE>
                         STRATFORD AMERICAN CORPORATION

                                      INDEX


PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Condensed Consolidated Balance Sheet as of June 30, 1999              3

         Condensed Consolidated Statements of Operations for the
         three and six months ended June 30, 1999 and 1998                     4

         Condensed Consolidated Statements of Cash Flows for the
         six months ended June 30, 1999 and 1998                               5

         Notes to Condensed Consolidated Financial Statements                  6

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

PART II. OTHER INFORMATION

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

Signatures                                                                    11


                                       2
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 1999
                                   (UNAUDITED)


                                     ASSETS

Cash and cash equivalents                                          $  2,194,000
Receivables:
  Trade, less allowance for doubtful accounts of $2,000                  16,000
  Mortgages                                                              50,000
                                                                   ------------
                                                                         66,000

Rental properties, net                                                  496,000
Other assets                                                             48,000
                                                                   ------------
                                                                   $  2,804,000
                                                                   ============
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                   $     39,000
Notes payable and other debt                                            271,000
Accrued liabilities                                                      40,000
Net liabilities of discontinued operations                                6,000
                                                                   ------------
    Total liabilities                                                   356,000

Minority interest                                                       304,000

Shareholders' equity:
  Nonredeemable preferred stock, par value $.01 per share;
    authorized 50,000,000 shares, none issued
  Common stock, par value $.01 per share; authorized
    100,000,000 shares; issued and outstanding 6,371,787 shares          64,000
  Additional paid-in capital                                         27,298,000
  Retained earnings (deficit)                                       (25,207,000)
  Treasury stock, 1,967 shares at cost                                  (11,000)
                                                                   ------------
                                                                      2,144,000
                                                                   ------------
                                                                   $  2,804,000
                                                                   ============

     See accompanying notes to condensed consolidated financial statements.

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


                                   For the three months     For the six months
                                      ended June 30,          ended June 30,
                                  --------------------   ----------------------
                                     1999       1998       1999         1998
                                  ---------   --------   ---------   ----------
REVENUES:
  Lease income                    $  32,000              $  63,000
  Interest and other income       $  25,000   $ 11,000   $  50,000   $   33,000
                                  ---------   --------   ---------   ----------
                                  $  57,000   $ 11,000   $ 113,000   $   33,000
EXPENSES:
  General and administrative        185,000     22,000     318,000       22,000
  Depreciation and amortization       7,000      6,000      15,000       10,000
  Interest                            9,000     12,000      20,000       21,000
  Minority interest                   1,000                  2,000
                                  ---------   --------   ---------   ----------
                                    202,000     40,000     355,000       53,000
                                  ---------   --------   ---------   ----------
LOSS FROM CONTINUING OPERATIONS    (145,000)   (29,000)   (242,000)     (20,000)

DISCONTINUED OPERATIONS:
  Income (loss) from operations
   of  Dollar Rent A Car                       190,000     (16,000)   1,059,000
  Minority interest                                          3,000
                                  ---------   --------   ---------   ----------
  Income (loss) from
   discontinued operations                     190,000     (13,000)   1,059,000
                                  ---------   --------   ---------   ----------
NET INCOME (LOSS)                 $(145,000)  $161,000   $(255,000)  $1,039,000
                                  =========   ========   =========   ==========
Basic and diluted net income
 (loss) per share:                    (0.02)     (0.00)      (0.04)       (0.00)
  Loss from continuing operations
Income (loss) from discontinued
  operations                           0.00       0.03       (0.00)        0.18
                                  ---------   --------   ---------   ----------
Basic and diluted net income
 (loss) per share                 $   (0.02)  $   0.03   $   (0.04)  $     0.18
                                  =========   ========   =========   ==========

See accompanying notes to condensed consolidated financial statements.

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


                                                        For the six months
                                                           ended June 30
                                                     --------------------------
                                                        1999           1998
                                                     -----------    -----------
CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:
  Loss from continuing operations                    $  (242,000)   $   (20,000)
  Adjustments to reconcile loss from continuing
  operations to net cash used for continuing
  operating activities:
    Depreciation and amortization                         15,000         10,000
    Minority interest in consolidated subsidiary           2,000

  Changes in assets and liabilities:
    Decrease in accounts and mortgages receivable        165,000         29,000
    Decrease in other assets                              14,000         19,000
    Increase (decrease) in accounts payable                6,000        (67,000)
    Decrease in accrued liabilities                     (109,000)       (25,000)
                                                     -----------    -----------
NET CASH USED FOR CONTINUING OPERATING ACTIVITIES       (149,000)       (54,000)
                                                     -----------    -----------
CASH FLOWS FROM CONTINUING INVESTING ACTIVITES
  Purchases of property and equipment                                   (27,000)
                                                     -----------    -----------
NET CASH USED FOR CONTINUING INVESTING ACTIVITIES                       (27,000)
                                                     -----------    -----------
CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES:
  Payments on notes payable and other debt              (238,000)       (14,000)
  Proceeds from issuance of common stock                 500,000
                                                     -----------    -----------
NET CASH PROVIDED BY (USED FOR) CONTINUING
  FINANCING ACTIVITIES                                   262,000        (14,000)

NET CASH PROVIDED BY(USED FOR) DISCONTINUED
  OPERATIONS                                             (30,000)       374,000

NET INCREASE IN CASH AND CASH EQUIVALENTS                 83,000        279,000

CASH AND CASH EQUIVALENTS, beginning of period         2,111,000        168,000
                                                     -----------    -----------
CASH AND CASH EQUIVALENTS, end of period               2,194,000        447,000
                                                     ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Interest paid during the period                    $    20,000    $    17,000
                                                     ===========    ===========
  Taxes paid during the period                       $    82,000    $
                                                     ===========    ===========

     See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (unaudited)


1.   In the  opinion  of  the  Company,  the  accompanying  unaudited  condensed
     consolidated financial statements contain all adjustments,  consisting only
     of normal recurring adjustments,  necessary to present fairly the financial
     position as of June 30, 1999,  and the results of operations and cash flows
     for the six months ended June 30, 1999 and 1998. The accompanying condensed
     consolidated  financial statements and notes do not include all disclosures
     considered  necessary for a fair  presentation in conformity with generally
     accepted  accounting  principles.  Therefore,  it is recommended that these
     accompanying   statements  be  read  in  conjunction   with  the  notes  to
     consolidated  financial  statements  appearing in the Company's Form 10-KSB
     for the year ended December 31, 1998.

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

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

     The Acquisition Agreement provided for the payment by Dollar to SCRS of the
     sum of $3,835,000 as the purchase  price.  The purchase price  consisted of
     the sum of  $3,635,000  paid in cash to SCRS on the Closing Date net of any
     obligations,  actual or  estimated,  owed to and by Dollar under the normal
     course of operations of SCRS, and a holdback amount of $200,000  related to
     any obligations or indemnities of SCRS, under the Acquisition Agreement. In
     December 1998,  Dollar  remitted  $100,000 of the holdback  amount to SCRS,
     subsequent to the transfer of all rental  vehicles back to Dollar under the
     Master Lease Agreement,  pursuant to the Acquisition Agreement.  In January
     1999, Dollar and SCRS finalized all post -closing  obligations between each
     party in  accordance  with the  Acquisition  Agreement.  As provided by the
     Post-Closing  Statement agreed to and signed by both parties, an additional
     $75,000 of the  holdback was  remitted to SCRS with the  remaining  $25,000
     related to any  obligations,  or  indemnities,  to be held until October 1,
     1999.

                                        6
<PAGE>
                 STRATFORD AMERICAN CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (unaudited)


     On the same day as the Closing Date,  SCRS  exercised an option to purchase
     the property  which  includes the Phoenix  Dollar Rent A Car base operation
     facilities  located  near Sky Harbor  International  Airport for  $502,000.
     Simultaneously,  Dollar entered into a long term lease with SCRS to utilize
     the base operations.

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

4.   The Company  calculates  basic and  diluted net income  (loss) per share in
     accordance  with  the  provisions  of  Statement  of  Financial  Accounting
     Standards  No. 128  "Earnings Per Share." Basic net income (loss) per share
     is computed using the weighted average number of common shares  outstanding
     during each period  (6,371,787  and 6,139,743  shares for the three and six
     month periods ended June 30, 1999,  respectively,  and 5,871,787 shares for
     both the three and six month periods ended June 30, 1998). Diluted net loss
     per share is the same as basic net loss per share for all periods presented
     due to the  antidilutive  effect of common stock  equivalents  on loss from
     continuing operations.

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

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

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

GENERAL

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

LIQUIDITY AND CAPITAL RESOURCES

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

     The Acquisition Agreement provided for the payment by Dollar to SCRS of the
sum of $3,835,000 as the purchase price. The purchase price consisted of the sum
of $3,635,000  paid in cash to SCRS on the Closing Date net of any  obligations,
actual or estimated, owed to and by Dollar under the normal course of operations
of SCRS,  and a  holdback  amount of  $200,000  related  to any  obligations  or
indemnities of SCRS, under the Acquisition  Agreement.  In December 1998, Dollar
remitted $100,000 of the holdback amount to SCRS,  subsequent to the transfer of
all rental vehicles back to Dollar under the Master Lease Agreement, pursuant to
the  Acquisition  Agreement.  In January  1999,  Dollar and SCRS  finalized  all
post-closing  obligations  between each party in accordance with the Acquisition
Agreement.  As provided by the  Post-Closing  Statement  agreed to and signed by
both parties,  an  additional  $75,000 of the holdback was remitted to SCRS with
the remaining  $25,000 related to any  obligations,  or indemnities,  to be held
until October 1, 1999.

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

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

     The Company anticipates that with its current cash position due to the sale
of the car rental  business and the sale of shares in March 1999, it should meet
its operational cash flow needs for the remainder of 1999.  However,  due to any
unforeseen  circumstances that could occur outside the Company's control,  there
can be no assurance  that adequate  cash flows from the  Company's  present cash
position and operations will be achieved.

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

                                        8
<PAGE>
RESULTS OF OPERATIONS - QUARTER ENDED JUNE 30, 1999, COMPARED WITH QUARTER ENDED
JUNE 30, 1998.

     The Company  reported a net loss of $145,000 and $255,000  during the three
and six month periods ended June 30, 1999, respectively,  compared to net income
of $161,000 and $1,039,000 during the three and six month periods ended June 30,
1998,  respectively.  The six month period ended June 30, 1999 results include a
net loss of $13,000 from discontinued  operations and the six month period ended
June 30,  1998  results  include  net  income of  $1,059,000  from  discontinued
operations.  The $13,000  loss from  discontinued  operations  for the six month
period  ended June 30,  1999  consists  of  adjustments,  recorded  in the first
quarter  of 1999,  related  to  previous  estimates  of  discontinued  operation
expenses determined upon final reconciliation of contractual  obligations to and
from  Dollar  upon sale of the Dollar  operations  on October 1, 1998.  Revenues
increased  from $11,000 and $33,000 during the three and six month periods ended
June 30, 1998,  respectively,  to $57,000 and $113,000  during the three and six
month periods ended June 30, 1999, respectively, due to lease income received on
property leased to Dollar in 1999.

     General and  administrative  expenses for the first quarter of 1999 and the
first and second quarters of 1998 were allocated to  discontinued  operations in
accordance  with  proportionate   revenue  generated  and  corporate   resources
utilized.  Management  believes this allocation  methodology is reasonable.  The
increase  in  general  and  administrative  expense  from  $22,000 in the second
quarter of 1998 to  $185,000  in the  second  quarter of 1999 is due to the fact
that 87% of the  total  general  and  administrative  expense  of  $166,000  was
allocated to  discontinued  operations  during the second quarter of 1998 due to
the discontinued operations being the primary activity during that time.

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

CAPITAL REQUIREMENTS

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

IMPACT OF INFLATION

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

YEAR 2000 ISSUES

     The  Company  is in the  process  of  completing  a review of its Year 2000
issues and has  completed  its review of internal  systems.  The majority of the
Company's  application  software  programs are Year 2000 compliant.  The Company
believes that with modifications and updates to existing software  (primarily by
the  software  vendors),  the  Year  2000  problem  will  not  pose  significant
operational  problems  for the  Company's  internal  systems.  The Company  also
believes that any  remediation  costs to become Year 2000  compliant will not be

                                        9
<PAGE>
material.  The Company is also  continuing to verify the Year 2000  readiness of
third parties and will develop a contingency plan at that point in time when the
Company believes a material vendor,  customer,  or other third party will not be
compliant.

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

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

                           PART II. OTHER INFORMATION

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          See index beginning on page 12

     (b)  Reports on Form 8-K

          There  were no reports  on Form 8-K filed for the three  months  ended
          June 30, 1999.

                                       10
<PAGE>
                                   SIGNATURES

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

                                        STRATFORD AMERICAN CORPORATION
                                        Registrant


Date: August 13, 1999                   By /s/ Mel L. Shultz
                                           -------------------------------------
                                           Mel L. Shultz, President and Director



Date: August 13, 1999                   By /s/ Timothy A. Laos
                                           -------------------------------------
                                           Timothy A. Laos, Chief Financial
                                           Officer (Principal Financial Officer
                                           and Principal Accounting Officer)

                                       11
<PAGE>
                                  EXHIBIT INDEX

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

Number            Description                                               Page
------            -----------                                               ----
  3.1             Articles of Incorporation                                  N/A

  3.2             By-laws                                                    N/A

  3.3             Articles of Amendment to Articles of Incorporation         N/A

  4.1             Form of Common Stock Certificate                           N/A

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

  4.3             Article IV of the Articles of Incorporation                N/A

  4.4             Article III of the Bylaws                                  N/A

 27.1             Financial Data Schedule - June 30, 1999                    13

 27.2             Restated Financial Data Schedule - June 30, 1998           14

                                       12