As filed with the Securities and Exchange Commission on August 7, 1997

                                                     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 1997 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
                            2800 One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3450
                                 (404) 873-8500

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                                                                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*
-------------------------------------------------------------------------------------------
<S>    <C>                 <C>               <C>               <C>              <C>    
        Common Stock,      80,000 Shares      $8.50             $680,000.00     $206.06
        $.01 par value
-------------------------------------------------------------------------------------------
</TABLE>

*   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 July 31, 1997 as
    quoted on The Nasdaq Stock Market.



<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 amended,  filed
with respect to the Registrant's fiscal year ended December 31, 1996.

       (b) The Quarterly Report on Form 10-QSB, as amended, filed with respect
to the Registrant's quarterly period ended March 31, 1996.

       (c) The  Current  Reports  on Form 8-K and Form 8-K/A  filed  April 25,
1997, May 22, 1997, May 29, 1997, June 9, 1997 and July 22, 1997.

       (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.





                                       -2-

<PAGE>



         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 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'  liabilitiy  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




                                       -3-

<PAGE>



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.

         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        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)

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

23.3*    Consent of Ernst & Young LLP
--------
*        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:

                    (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,




                                       -4-


<PAGE>



                              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.




                                       -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 July 31, 1997

                                               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:

<TABLE>
<CAPTION>
                 NAME                              TITLE                            DATE
                 ____                              _____                            ____

<S>   <C>                           <C>                                         <C>                                        
      /S/ Douglas C. Collins 
      ______________________        President, Chief Executive  Officer         July 31, 1997
          Douglas C. Collins        and Director (Principal Executive
                                    Officer)

      /S/ Robert B. Lee
      ______________________        Senior Vice President, Chief                July 31, 1997
          Robert B. Lee             Financial Officer and Director
                                    (Principal Financial and
                                    Accounting Officer)

      /S/ Robert M. Miller
      ______________________        Director                                    July 31, 1997
          Robert M. Miller


                                           
      ______________________        Director                                    July __, 1997
          William K. Stern

                            
      ______________________        Director                                    July __, 1997
          Steven A. Van Dyke

</TABLE>





                                       -6-

<PAGE>



                                  EXHIBIT INDEX


EXHIBIT 
NO.      DESCRIPTION
_______  ___________

4        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)

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

23.3*    Consent of Ernst & Young LLP

_________________________
*     Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 20516}]
{"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": "333-33097", "film-number": "97653256"}, "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 August 7, 1997

                                                     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 1997 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
                            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,      80,000 Shares      $8.50             $680,000.00     $206.06
        $.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 July 31, 1997 as
    quoted on The Nasdaq Stock Market.
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 amended,  filed
with respect to the Registrant's fiscal year ended December 31, 1996.

       (b) The Quarterly Report on Form 10-QSB, as amended, filed with respect
to the Registrant's quarterly period ended March 31, 1996.

       (c) The  Current  Reports  on Form 8-K and Form 8-K/A  filed  April 25,
1997, May 22, 1997, May 29, 1997, June 9, 1997 and July 22, 1997.

       (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.

                                       -2-
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 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'  liabilitiy  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

                                       -3-
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.

         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        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)

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

23.3*    Consent of Ernst & Young LLP
--------
*        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:

                    (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,

                                       -4-
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.

                                       -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 July 31, 1997

                                               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         July 31, 1997
          Douglas C. Collins        and Director (Principal Executive
                                    Officer)

      /S/ Robert B. Lee
      ______________________        Senior Vice President, Chief                July 31, 1997
          Robert B. Lee             Financial Officer and Director
                                    (Principal Financial and
                                    Accounting Officer)

      /S/ Robert M. Miller
      ______________________        Director                                    July 31, 1997
          Robert M. Miller

                                           
      ______________________        Director                                    July __, 1997
          William K. Stern

                            
      ______________________        Director                                    July __, 1997
          Steven A. Van Dyke
-6-
EXHIBIT INDEX

EXHIBIT 
NO.      DESCRIPTION
_______  ___________

4        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)

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

23.3*    Consent of Ernst & Young LLP

_________________________
*     Filed herewith.