As filed with the Securities and Exchange Commission on July 2, 1998

                                                    Registration No. 333-

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          BUCKHEAD AMERICA CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                58-2023732
    (State or other jurisdiction                (I.R.S. Employer
    of incorporation or organization)           Identification No.)

           4243 Dunwoody Club Drive, Suite 200, Atlanta, Georgia 30350
               (Address of Principal Executive Offices)     (Zip Code)

          BUCKHEAD AMERICA CORPORATION 1998 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                             Douglas C. Collins, CEO
                          Buckhead America Corporation
                            4243 Dunwoody Club Drive
                                    Suite 200
                             Atlanta, Georgia 30350
                     (Name and address of agent for service)

                                 (770) 393-2662
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           B. Joseph Alley, Jr., Esq.
                          Arnall Golden & Gregory, LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8500

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                                        Proposed
                                       Proposed         maximum        Amount of
Title of securities  Amount to be  maximum offering   aggregate     registration
to be registered     registered     price per share  offering price      fee*
--------------------------------------------------------------------------------
Common Stock,     90,000 Shares       $7.25          $652,500         $192.49  
$.01 par value
--------------------------------------------------------------------------------

*    Calculated  pursuant to Rules 457(c) and 457(h),  based upon the average of
     the high and low prices  reported  for the Common Stock on June 30, 1998 as
     quoted on The Nasdaq Stock Market.

554505.1

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated   by  reference  in  the
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-KSB as filed with respect
to the Registrant's fiscal year ended December 31, 1997.

         (b) The Registrant's Quarterly Report on Form 10-QSB filed with respect
to the Registrant's quarterly period ended March 31, 1998.

         (c) The Registrant's Current Report on Form 8-K filed January 9, 1998.

         (d) The  description  of  the   Registrant's   Common  Stock,  as  such
description is set forth in the Registrant's  registration statement filed under
Section 12 of the  Securities  Exchange  Act of 1934  effected by filing of Form
10-SB,  including any amendment or report filed for the purpose of updating such
description.
         
         (e) All  documents  subsequently  filed by the  Registrant  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all of the shares of Common Stock offered have been sold or
which deregisters all of such shares then remaining  unsold,  shall be deemed to
be  incorporated  by reference in this  registration  statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Registrant is a Delaware  corporation.  The  following  summary is
qualified in its  entirety by  reference  to the  complete  text of the Delaware
General Corporation Law (the "DGCL"),  the Registrant's  Restated Certificate of
Incorporation and the Registrant's Bylaws, as amended.

         Section 145 of the DGCL  empowers a Delaware  corporation  to indemnify
any person who was or is, or is threatened to be made, a party to any threatened
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative (other than an action by or in the

554505.1


                                       -2-

<PAGE>



right of such  corporation)  by reason of the fact that such  person is or was a
director,  officer, employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation,  partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided that such person had
no reasonable cause to believe his conduct was unlawful.  A Delaware corporation
may indemnify  such persons  against  expenses  (including  attorneys'  fees) in
actions  brought by or in the right of the  corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is permitted
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the  corporation  unless and to the extent the Court of
Chancery  of the State of Delaware or the court in which such action or suit was
brought shall determine upon application  that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnify for such
expenses as the Court of Chancery or other such court shall deem proper.  To the
extent such person has been  successful on the merits or otherwise in defense of
any action  referred  to above,  or in  defense  of any  claim,  issue or matter
therein,  the corporation must indemnify such person against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.  The  indemnification and advancement of expenses provided for in, or
granted  pursuant to,  Section 145 is not exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any by-law,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise.  Section 145 also provides that a corporation may maintain  insurance
against  liabilities for which  indemnification is not expressly provided by the
statute.

         Article VI of the Company's  Certificate of  Incorporation  and Article
VIII,  Section  3 of  the  Company's  By-laws  provide  for  indemnification  of
directors  and officers from any liability  that such person  reasonably  incurs
with respect to any threatened,  pending or completed action, suit or proceeding
(whether civil,  criminal,  administrative,  or  investigative) by reason of his
position  as director or officer of the  Company,  if such person  acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best interests of the Company.  With respect to a criminal action or proceeding,
however,  such person must also have had  reasonable  cause to believe  that his
action was lawful. If such person is found liable to the Company in an action or
proceeding  by or in the  right  of  the  Company  itself,  such  person  may be
indemnified only if the court specifically  approves such  indemnification.  The
Company has obtained  directors'  and officers'  liability  insurance that would
cover up to $15 million in indemnification claims.

         In addition,  Registrant's  Restated  Certificate of Incorporation,  as
permitted  by Section  102(b) of the DGCL,  limits  directors'  liability to the
Registrant and its  stockholders by eliminating  liability in damages for breach
of a  fiduciary  duty.  Article  VII of  Registrant's  Restated  Certificate  of
Incorporation  provides that neither the  Registrant  nor its  stockholders  may
recover damages from its directors for breach of their  fiduciary  duties in the
performance  of their  duties as  directors  of the  Registrant.  As  limited by
Section 102(b), this provision cannot,  however, have the effect of indemnifying
any director of the  Registrant in the case of liability (i) for a breach of the
director's  duty of  loyalty,  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful  payments of dividends or unlawful stock  repurchases or redemptions as
provided in Section 174 of the DGCL, or (iv) for any  transactions for which the
director derived an improper personal benefit.

554505.1


                                       -3-

<PAGE>




         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended  (the  "1933  Act"),  may be  permitted  to  directors,
officers or persons  controlling the Company pursuant to the foregoing provision
of the DGCL and the Company's Restated  Certificate of Incorporation and Bylaws,
the  Company  has  been  informed  that  indemnification  is  considered  by the
Securities  and Exchange  Commission  to be against  public policy and therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.                Exhibit

4.1            Mortgage  Note  Payable  dated as of  November  7,  1996  made by
               Heritage Inn Associates,  LP as Maker,  to Bloomfield  Acceptance
               Company,  LLC  (Incorporated by reference to Exhibit 4(ii) to the
               Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
               ended December 31, 1996)

4.2            Certificate  of  Designation,  Preference  and Rights of Series A
               Preferred Stock of the Registrant  (Incorporated  by reference to
               Exhibit  3(i)(c)  to the  Registrant's  Quarterly  Report on Form
               10-QSB for the quarter ended September 30, 1997)

4.3*           Form of Stock Certificate

5*             Opinion of Arnall Golden & Gregory, LLP regarding legality

23.1*          Consent of Arnall  Golden &  Gregory,  LLP  (included  as part of
               Exhibit 5 hereto)

23.2*          Consent of KPMG Peat Marwick LLP

24.1*          Power of Attorney (included as part of the signature page hereto)

------------------
*        Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:


554505.1


                                       -4-

<PAGE>



               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

               Provided,  however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the  Registrant  pursuant  to  Section 13 or Section
          15(d) of the Securities  Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceedings)  is asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

554505.1


                                       -5-

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia on June 29, 1998.

                                     BUCKHEAD AMERICA CORPORATION

                                     By:/s/Douglas C. Collins
                                        ________________________________________
                                           Douglas C. Collins, President and
                                           Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Douglas C. Collins and Robert B. Lee and
each of them, his true and lawful  attorneys-in-fact and agents, with full power
of substitution and  resubstitution,  for him and in his name, place, and stead,
in  any  and  all  capacities,   to  sign  any  and  all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:

          Name                         Title                         Date

/s/Douglas C. Collins      President, Chief Executive  Officer     June 29, 1998
   Douglas C. Collins      and Director (Principal Executive
                           Officer)

/s/Robert B. Lee           Senior Vice President, Chief            June 29, 1998
   Robert B. Lee           Financial Officer and Director
                           (Principal Financial and
                           Accounting Officer)

/s/Robert M. Miller        Director                                June 29, 1998
   Robert M. Miller


/s/William K. Stern        Director                                June 29, 1998
   William K. Stern

/s/Steven A. Van Dyke      Director                                June 29, 1998
   Steven A. Van Dyke



554505.1


                                       -6-

<PAGE>



                                  EXHIBIT INDEX


Exhibit No.                              Description

4.1            Mortgage  Note  Payable  dated as of  November  7,  1996  made by
               Heritage Inn Associates,  LP as Maker,  to Bloomfield  Acceptance
               Company,  LLC  (Incorporated by reference to Exhibit 4(ii) to the
               Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
               ended December 31, 1996)

4.2            Certificate  of  Designation,  Preference  and Rights of Series A
               Preferred Stock of the Registrant  (Incorporated  by reference to
               Exhibit 3(i)(c) to the Registrant's  Quarterly Report on Form 10-
               QSB for the quarter ended September 30, 1997)

4.3*           Form of Stock Certificate

5*             Opinion of Arnall Golden & Gregory, LLP regarding legality

23.1*          Consent of Arnall  Golden &  Gregory,  LLP  (included  as part of
               Exhibit 5 hereto)

23.2*          Consent of KPMG Peat Marwick LLP

24.1*          Power of Attorney (included as part of signature page hereto)


__________________________________
*            Filed herewith.



554505.1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19975}]
{"company-data": {"conformed-name": "BUCKHEAD AMERICA CORP", "cik": "0000909725", "assigned-sic": "7011", "irs-number": "582023732", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58375", "film-number": "98659621"}, "business-address": {"street1": "4243 DUNWOODY CLUB DR", "street2": "STE 200", "city": "ATLANTA", "state": "GA", "zip": "30350", "phone": "4043932662"}, "mail-address": {"street1": "4243 DUNWOODY CLUB DRIVE", "street2": "STE 200", "city": "ATLANTA", "state": "GA", "zip": "30350"}}
As filed with the Securities and Exchange Commission on July 2, 1998

                                                    Registration No. 333-

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          BUCKHEAD AMERICA CORPORATION
             (Exact name of registrant as specified in its charter)

              Delaware                                58-2023732
    (State or other jurisdiction                (I.R.S. Employer
    of incorporation or organization)           Identification No.)

           4243 Dunwoody Club Drive, Suite 200, Atlanta, Georgia 30350
               (Address of Principal Executive Offices)     (Zip Code)

          BUCKHEAD AMERICA CORPORATION 1998 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                             Douglas C. Collins, CEO
                          Buckhead America Corporation
                            4243 Dunwoody Club Drive
                                    Suite 200
                             Atlanta, Georgia 30350
                     (Name and address of agent for service)

                                 (770) 393-2662
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                           B. Joseph Alley, Jr., Esq.
                          Arnall Golden & Gregory, LLP
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8500

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                                        Proposed
                                       Proposed         maximum        Amount of
Title of securities  Amount to be  maximum offering   aggregate     registration
to be registered     registered     price per share  offering price      fee*
--------------------------------------------------------------------------------
Common Stock,     90,000 Shares       $7.25          $652,500         $192.49  
$.01 par value
--------------------------------------------------------------------------------

*    Calculated  pursuant to Rules 457(c) and 457(h),  based upon the average of
     the high and low prices  reported  for the Common Stock on June 30, 1998 as
     quoted on The Nasdaq Stock Market.

554505.1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated   by  reference  in  the
Registration Statement:

         (a) The Registrant's Annual Report on Form 10-KSB as filed with respect
to the Registrant's fiscal year ended December 31, 1997.

         (b) The Registrant's Quarterly Report on Form 10-QSB filed with respect
to the Registrant's quarterly period ended March 31, 1998.

         (c) The Registrant's Current Report on Form 8-K filed January 9, 1998.

         (d) The  description  of  the   Registrant's   Common  Stock,  as  such
description is set forth in the Registrant's  registration statement filed under
Section 12 of the  Securities  Exchange  Act of 1934  effected by filing of Form
10-SB,  including any amendment or report filed for the purpose of updating such
description.
         
         (e) All  documents  subsequently  filed by the  Registrant  pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the  Securities  Exchange Act of 1934,
prior to the filing of a post-effective amendment to this registration statement
which indicates that all of the shares of Common Stock offered have been sold or
which deregisters all of such shares then remaining  unsold,  shall be deemed to
be  incorporated  by reference in this  registration  statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration  statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Registrant is a Delaware  corporation.  The  following  summary is
qualified in its  entirety by  reference  to the  complete  text of the Delaware
General Corporation Law (the "DGCL"),  the Registrant's  Restated Certificate of
Incorporation and the Registrant's Bylaws, as amended.

         Section 145 of the DGCL  empowers a Delaware  corporation  to indemnify
any person who was or is, or is threatened to be made, a party to any threatened
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative (other than an action by or in the

554505.1

                                       -2-
right of such  corporation)  by reason of the fact that such  person is or was a
director,  officer, employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation,  partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided that such person had
no reasonable cause to believe his conduct was unlawful.  A Delaware corporation
may indemnify  such persons  against  expenses  (including  attorneys'  fees) in
actions  brought by or in the right of the  corporation to procure a judgment in
its favor under the same conditions, except that no indemnification is permitted
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the  corporation  unless and to the extent the Court of
Chancery  of the State of Delaware or the court in which such action or suit was
brought shall determine upon application  that, in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnify for such
expenses as the Court of Chancery or other such court shall deem proper.  To the
extent such person has been  successful on the merits or otherwise in defense of
any action  referred  to above,  or in  defense  of any  claim,  issue or matter
therein,  the corporation must indemnify such person against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.  The  indemnification and advancement of expenses provided for in, or
granted  pursuant to,  Section 145 is not exclusive of any other rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any by-law,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise.  Section 145 also provides that a corporation may maintain  insurance
against  liabilities for which  indemnification is not expressly provided by the
statute.

         Article VI of the Company's  Certificate of  Incorporation  and Article
VIII,  Section  3 of  the  Company's  By-laws  provide  for  indemnification  of
directors  and officers from any liability  that such person  reasonably  incurs
with respect to any threatened,  pending or completed action, suit or proceeding
(whether civil,  criminal,  administrative,  or  investigative) by reason of his
position  as director or officer of the  Company,  if such person  acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best interests of the Company.  With respect to a criminal action or proceeding,
however,  such person must also have had  reasonable  cause to believe  that his
action was lawful. If such person is found liable to the Company in an action or
proceeding  by or in the  right  of  the  Company  itself,  such  person  may be
indemnified only if the court specifically  approves such  indemnification.  The
Company has obtained  directors'  and officers'  liability  insurance that would
cover up to $15 million in indemnification claims.

         In addition,  Registrant's  Restated  Certificate of Incorporation,  as
permitted  by Section  102(b) of the DGCL,  limits  directors'  liability to the
Registrant and its  stockholders by eliminating  liability in damages for breach
of a  fiduciary  duty.  Article  VII of  Registrant's  Restated  Certificate  of
Incorporation  provides that neither the  Registrant  nor its  stockholders  may
recover damages from its directors for breach of their  fiduciary  duties in the
performance  of their  duties as  directors  of the  Registrant.  As  limited by
Section 102(b), this provision cannot,  however, have the effect of indemnifying
any director of the  Registrant in the case of liability (i) for a breach of the
director's  duty of  loyalty,  (ii) for acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law, (iii) for
unlawful  payments of dividends or unlawful stock  repurchases or redemptions as
provided in Section 174 of the DGCL, or (iv) for any  transactions for which the
director derived an improper personal benefit.

554505.1

                                       -3-
Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended  (the  "1933  Act"),  may be  permitted  to  directors,
officers or persons  controlling the Company pursuant to the foregoing provision
of the DGCL and the Company's Restated  Certificate of Incorporation and Bylaws,
the  Company  has  been  informed  that  indemnification  is  considered  by the
Securities  and Exchange  Commission  to be against  public policy and therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.                Exhibit

4.1            Mortgage  Note  Payable  dated as of  November  7,  1996  made by
               Heritage Inn Associates,  LP as Maker,  to Bloomfield  Acceptance
               Company,  LLC  (Incorporated by reference to Exhibit 4(ii) to the
               Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
               ended December 31, 1996)

4.2            Certificate  of  Designation,  Preference  and Rights of Series A
               Preferred Stock of the Registrant  (Incorporated  by reference to
               Exhibit  3(i)(c)  to the  Registrant's  Quarterly  Report on Form
               10-QSB for the quarter ended September 30, 1997)

4.3*           Form of Stock Certificate

5*             Opinion of Arnall Golden & Gregory, LLP regarding legality

23.1*          Consent of Arnall  Golden &  Gregory,  LLP  (included  as part of
               Exhibit 5 hereto)

23.2*          Consent of KPMG Peat Marwick LLP

24.1*          Power of Attorney (included as part of the signature page hereto)

------------------
*        Filed herewith.

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

554505.1

                                       -4-
(i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;

               Provided,  however, that paragraph (a)(1)(i) and (a)(1)(ii) shall
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the  Registrant  pursuant  to  Section 13 or Section
          15(d) of the Securities  Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove registration by means of a post-effective  amendment any
     of the securities  being  registered which remain unsold at the termination
     of the offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  in  Item 6  above,  or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceedings)  is asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

554505.1

                                       -5-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia on June 29, 1998.

                                     BUCKHEAD AMERICA CORPORATION

                                     By:/s/Douglas C. Collins
                                        ________________________________________
                                           Douglas C. Collins, President and
                                           Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Douglas C. Collins and Robert B. Lee and
each of them, his true and lawful  attorneys-in-fact and agents, with full power
of substitution and  resubstitution,  for him and in his name, place, and stead,
in  any  and  all  capacities,   to  sign  any  and  all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as he might or could do in person, hereby ratifying and confirming all
that  said  attorneys-in-fact  and  agents,  or any of  them,  or  their  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:

          Name                         Title                         Date

/s/Douglas C. Collins      President, Chief Executive  Officer     June 29, 1998
   Douglas C. Collins      and Director (Principal Executive
                           Officer)

/s/Robert B. Lee           Senior Vice President, Chief            June 29, 1998
   Robert B. Lee           Financial Officer and Director
                           (Principal Financial and
                           Accounting Officer)

/s/Robert M. Miller        Director                                June 29, 1998
   Robert M. Miller

/s/William K. Stern        Director                                June 29, 1998
   William K. Stern

/s/Steven A. Van Dyke      Director                                June 29, 1998
   Steven A. Van Dyke

554505.1

                                       -6-
EXHIBIT INDEX

Exhibit No.                              Description

4.1            Mortgage  Note  Payable  dated as of  November  7,  1996  made by
               Heritage Inn Associates,  LP as Maker,  to Bloomfield  Acceptance
               Company,  LLC  (Incorporated by reference to Exhibit 4(ii) to the
               Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
               ended December 31, 1996)

4.2            Certificate  of  Designation,  Preference  and Rights of Series A
               Preferred Stock of the Registrant  (Incorporated  by reference to
               Exhibit 3(i)(c) to the Registrant's  Quarterly Report on Form 10-
               QSB for the quarter ended September 30, 1997)

4.3*           Form of Stock Certificate

5*             Opinion of Arnall Golden & Gregory, LLP regarding legality

23.1*          Consent of Arnall  Golden &  Gregory,  LLP  (included  as part of
               Exhibit 5 hereto)

23.2*          Consent of KPMG Peat Marwick LLP

24.1*          Power of Attorney (included as part of signature page hereto)

__________________________________
*            Filed herewith.

554505.1