As filed with the Securities and Exchange Commission on June 17, 1999

                           Registration No. 333-58375

                                    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 1999 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     $6.00          $540,000        $151.00
$.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 11, 1999 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 filed with respect to
the Registrant's fiscal year ended December 31, 1998.

     (b) The Registrant's  Quarterly Report on Form 10-QSB filed with respect to
the Registrant's quarterly period ended March 31, 1999.

     (c) 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.

     (d) 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 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.


     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  (Incorporated by reference to Exhibit 4.3 to the
     Registrant's  Registration  Statement on Form S-8 (No.  333-58375) filed on
     July 2, 1998.)

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.
<PAGE>

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,  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.


<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 9, 1999.

                                BUCKHEAD AMERICA CORPORATION

                                By:   /s/  Douglas C. Collins
                                      ------------------------------------------
                                      Douglas C. Collins,
                                      Chairman of the Board of Directors,
                                      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    Chairman of the Board of Directors,    June 9, 1999
-------------------------  President, Chief Executive  Officer,
    Douglas C. Collins     Treasurer and Director (Principal
                           Executive Officer)

 /s/ Robert B. Lee         Senior Vice President, Chief Financial June 9, 1999
-------------------------  Officer, Secretary and Director
    Robert B. Lee          (Principal Financial and Accounting
                           Officer)

                           Director                               June ___, 1999
-------------------------
    Ronald L. Devine

/s/  William K. Stern      Director                               June 14, 1999
-------------------------
    William K. Stern

                           Director                               June ___, 1999
-------------------------
    Steven A. Van Dyke

                           Director                               June ___, 1999
-------------------------
    David C. Glickman

/s/  David B. Mumford      Director                               June 14, 1999
-------------------------
    David B. Mumford

847598v1
<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  (Incorporated by reference to Exhibit 4.3 to the
     Registrant's  Registration  Statement on Form S-8 (No.  333-58375) filed on
     July 2, 1998.)

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 LLP

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


____________
* Filed herewith.
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{"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": "333-80865", "film-number": "99647840"}, "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 June 17, 1999

                           Registration No. 333-58375

                                    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 1999 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     $6.00          $540,000        $151.00
$.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 11, 1999 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 filed with respect to
the Registrant's fiscal year ended December 31, 1998.

     (b) The Registrant's  Quarterly Report on Form 10-QSB filed with respect to
the Registrant's quarterly period ended March 31, 1999.

     (c) 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.

     (d) 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 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.

     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  (Incorporated by reference to Exhibit 4.3 to the
     Registrant's  Registration  Statement on Form S-8 (No.  333-58375) filed on
     July 2, 1998.)

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:

          (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.
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 9, 1999.

                                BUCKHEAD AMERICA CORPORATION

                                By:   /s/  Douglas C. Collins
                                      ------------------------------------------
                                      Douglas C. Collins,
                                      Chairman of the Board of Directors,
                                      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    Chairman of the Board of Directors,    June 9, 1999
-------------------------  President, Chief Executive  Officer,
    Douglas C. Collins     Treasurer and Director (Principal
                           Executive Officer)

 /s/ Robert B. Lee         Senior Vice President, Chief Financial June 9, 1999
-------------------------  Officer, Secretary and Director
    Robert B. Lee          (Principal Financial and Accounting
                           Officer)

                           Director                               June ___, 1999
-------------------------
    Ronald L. Devine

/s/  William K. Stern      Director                               June 14, 1999
-------------------------
    William K. Stern

                           Director                               June ___, 1999
-------------------------
    Steven A. Van Dyke

                           Director                               June ___, 1999
-------------------------
    David C. Glickman

/s/  David B. Mumford      Director                               June 14, 1999
-------------------------
    David B. Mumford

847598v1
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  (Incorporated by reference to Exhibit 4.3 to the
     Registrant's  Registration  Statement on Form S-8 (No.  333-58375) filed on
     July 2, 1998.)

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 LLP

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

____________
* Filed herewith.