As filed with the Securities and Exchange Commission on February 20,
1998. 
                                Registration No. _________


             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                     ___________________

                          FORM S-8
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 GOLF TRUST OF AMERICA, INC.
   (Exact name of registrant as specified in its charter)

    Maryland                               33-0724736
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

                   14 North Adger's Wharf
              Charleston, South Carolina 29401
                       (803) 723-4653
          (Address of principal executive offices)

               GOLF TRUST OF AMERICA, INC. 
                1997 STOCK INCENTIVE PLAN
               GOLF TRUST OF AMERICA, INC.
            1997 NON-EMPLOYEE DIRECTORS' PLAN
               GOLF TRUST OF AMERICA, INC.
             1997 STOCK-BASED INCENTIVE PLAN
                 (Full title of the plans)

                    W. Bradley Blair, II
  14 North Adger's Wharf, Charleston, South Carolina 29401
                       (803) 723-4653
(Name and address and telephone number, including area code,
                    of agent for service)

              CALCULATION  OF REGISTRATION  FEE

<TABLE>
<S>                      <C>          <C>               <C>               <C>
                                      Proposed          Proposed
Title of                              maximum           maximum
securities               Amount       offering          aggregate         Amount of
to be                    to be        price per         offering          registration
registered               Registered   share             price              fee

Common Stock, par
value $0.01 per
share, under the
1997 Stock Incentive
Plan                     500,000<1>   $28.50<2>         $14,250,000<2>    $4,204<2>

Common Stock, par
value $0.01 per
share, under the
1997 Non-Employee
Directors' Plan          100,000<1>   $28.50<2>         $2,850,000<2>     $841<2>

Common Stock, par
value $0.01 per
share, under the
1997 Stock-Based
Incentive Plan           600,000<1>   $28.50<2>         $17,100,000<2>    $5,045<2>


________________
<FN>


<1>   This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, options
      and other rights to purchase or acquire the shares of
      Common Stock covered by the Prospectus and, pursuant to
      Rule 416(c) under the Securities Act of 1933, an
      indeterminate number of shares which by reason of
      certain events specified in the Plans may become subject
      to the Plans.

<2>   Pursuant to Rule 457(h), the maximum offering price, per
      share and in the aggregate, and the registration fee
      were calculated based upon the average of the high ($28.75)
      and low ($28.25) prices of the Common Stock on February 19,
      1998 as reported on the American Stock Exchange. 

      The Exhibit Index for this Registration Statement is 
      at page 6.

</FN>
</TABLE>
<PAGE>

                           PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS


       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").  Such documents need not be filed with
the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.


                           PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of Golf Trust of America, Inc.
(the "Company") filed with the Commission are incorporated
herein by reference: 

       (a)  The Company's Annual Report on Form 10-K for the
            Company's fiscal year ended 1996;

       (b)  The Company's Quarterly Reports on Forms 10-Q for
            the Company's quarterly periods ended March 31,
            1997, June 30, 1997 and September 30, 1997;

       (c)  The Company's Current Reports on Forms 8-K  filed
            March 4, 1997 as amended by Form 8-K/A filed
            March 17, 1997, and filed August 12, 1997; and

       (d)  The description of the Common Stock contained in
            the Company's Registration Statement on Form 8-A,
            filed with the Commission on February 7, 1997.

       All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document,
all or a portion of which is 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
amended, to constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION OF SECURITIES

       The Common Stock is registered pursuant to Section 12
of the Exchange Act. Therefore, the description of the
securities is omitted.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 2.418 of the Maryland General Corporation Law
makes provision for the indemnification of officers and
directors in terms sufficiently broad to indemnify officers
and directors under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the 1933 Act.  The Company's Charter and By-Laws require the
Company to indemnify its directors, officers and certain other
parties to the fullest extent permitted by law, and permit the
Company to advance to the officers and directors all related
expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.  The Company
must also indemnify and advance all expenses incurred by
officers and directors seeking to enforce their rights under
the indemnification agreements, and cover officers and
directors under the Company's directors' and officers'
liability insurance.

       Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is therefore
unenforceable.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 


ITEM 8.   EXHIBITS

       See the attached Exhibit Index on page 6.


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;

                      (ii) To reflect in the prospectus any
            facts or events arising after the effective date
            of this 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 this Registration Statement; and

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

            Provided, however, that paragraphs (a)(1)(i) and
  (a)(1)(ii) do 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
  with or furnished to the Commission pursuant to Section 13
  or Section 15(d) of the Exchange Act that are incorporated
  by reference in this Registration Statement;

            (2)  That, for the purpose of determining any
  liability under the Securities Act, 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; and

            (3)  To remove from 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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

  (h)  Insofar as indemnification for liabilities arising
under the Securities Act 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
Commission such indemnification is against public policy as
expressed in the Securities 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 proceeding) 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 Securities Act
and will be governed by the final adjudication of such issue.


                         SIGNATURES

       Pursuant to the requirements of the Securities Act, 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 Charleston, State of South Carolina, on
February 16, 1998.

                           GOLF TRUST OF AMERICA, INC.


                             By: /s/ W. Bradley Blair, II
                                W. Bradley Blair, II
                                President and Chief Executive
                                Officer


                      POWER OF ATTORNEY

       Each person whose signature appears below constitutes
and appoints W. Bradley Blair, II his or her true and lawful
attorney-in-fact and agent, with full powers of substitution
and resubstitution, for him or her and in his or her 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 Commission, granting unto said attorney-in-fact and
agents, 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 fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or either
of them or their 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 below by the
following persons in the capacities and on the dates
indicated.

<TABLE>
<S>                        <C>                                   <C>
SIGNATURE                  TITLE                                 DATE


/s/ W. Bradley Blair, II   President, Chief Executive             February 16, 1998
W. Bradley Blair, II       Officer and Chairman of the 
                           Board of Directors 

/s/ David J. Dick          Executive Vice President               February 16, 1998
David J. Dick              and Director 

/s/ Scott D. Peters        Senior Vice President and              February 16, 1998
Scott D. Peters            Chief Financial Officer

/s/ Larry D. Young         Director                               February 16, 1998
Larry D. Young

/s/ Roy C. Chapman         Director                               February 16, 1998
Roy C. Chapman

/s/ Raymond V. Jones       Director                               February 16, 1998
Raymond V. Jones

/s/ Fred W. Reams          Director                               February 16, 1998
Fred W. Reams

/s/ Edward L. Wax          Director                               February 16, 1998
Edward L. Wax


</TABLE>


                        EXHIBIT INDEX

    Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit
index immediately precedes the exhibits.


Exhibit No.      Description   


4.1              Golf Trust of America, Inc. 1997 Non-
                 Employee Directors' Plan (previously filed
                 as Exhibit 10.7 to the Company's
                 Registration Statement on Form S-11
                 (Commission File No. 333-15965) Amendment
                 No. 1 (filed January 15, 1997) and
                 incorporated herein by reference).

4.2              Golf Trust of America, Inc. 1997 Stock
                 Incentive Plan (previously filed as Exhibit
                 10.6 to the Company's Registration Statement
                 on Form S-11 (Commission File No. 333-15965)
                 Amendment No. 1 (filed January 15, 1997) and
                 incorporated herein by reference).

4.3              Golf Trust of America, Inc. 1997 Stock-Based
                 Incentive Plan (the "New Stock Incentive
                 Plan") (previously filed as Exhibit 10.3 to
                 the Company's Quarterly Report on Form 10-Q
                 (Commission File No. 000-22091), filed
                 August 15, 1997, and incorporated herein by
                 reference).

4.4              Form of Nonqualified Stock Option Agreement
                 for use under the New Stock Incentive Plan
                 (previously filed as Exhibit 10.4 to the
                 Company's Quarterly Report on Form 10-Q
                 (Commission File No. 000-22091), filed
                 August 15, 1997, and incorporated herein by
                 reference).

4.5              Form of Employee Incentive Stock Option
                 Agreement for use under the New Stock
                 Incentive Plan (previously filed as Exhibit
                 10.5 to the Company's Quarterly Report on
                 Form 10-Q (Commission File No. 000-22091),
                 filed August 15, 1997, and incorporated
                 herein by reference).

4.6              General Provisions Applicable to Restricted
                 Stock Awards Granted Under the New Stock
                 Incentive Plan (previously filed as Exhibit
                 10.14 to the Company's Registration
                 Statement on Form S-11 (Commission File No.
                 333-36847), dated September 30, 1997 and
                 filed as of October 1, 1997, and
                 incorporated herein by reference).

4.7              Form of Restricted Stock Award Agreement for
                 use under the New Stock Incentive Plan
                 (previously filed as Exhibit 10.15 to the
                 Company's Registration Statement on Form S-
                 11 (Commission File No. 333-36847), dated
                 September 30, 1997 and filed as of October
                 1, 1997, and incorporated herein by
                 reference).

5.1              Opinion of O'Melveny & Myers LLP (re:
                 legality)

23.1             Consent of BDO Seidman L.L.P.
                 (consent of independent auditors)

23.2             Consent of Counsel (included in Exhibit 5.1)

24.1             Power of Attorney (included in this
                 Registration Statement under "Signatures")



<PAGE>
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As filed with the Securities and Exchange Commission on February 20,
1998. 
                                Registration No. _________

             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549
                     ___________________

                          FORM S-8
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 GOLF TRUST OF AMERICA, INC.
   (Exact name of registrant as specified in its charter)

    Maryland                               33-0724736
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)

                   14 North Adger's Wharf
              Charleston, South Carolina 29401
                       (803) 723-4653
          (Address of principal executive offices)

               GOLF TRUST OF AMERICA, INC. 
                1997 STOCK INCENTIVE PLAN
               GOLF TRUST OF AMERICA, INC.
            1997 NON-EMPLOYEE DIRECTORS' PLAN
               GOLF TRUST OF AMERICA, INC.
             1997 STOCK-BASED INCENTIVE PLAN
                 (Full title of the plans)

                    W. Bradley Blair, II
  14 North Adger's Wharf, Charleston, South Carolina 29401
                       (803) 723-4653
(Name and address and telephone number, including area code,
                    of agent for service)

              CALCULATION  OF REGISTRATION  FEE
Proposed          Proposed
Title of                              maximum           maximum
securities               Amount       offering          aggregate         Amount of
to be                    to be        price per         offering          registration
registered               Registered   share             price              fee

Common Stock, par
value $0.01 per
share, under the
1997 Stock Incentive
Plan                     500,000<1>   $28.50<2>         $14,250,000<2>    $4,204<2>

Common Stock, par
value $0.01 per
share, under the
1997 Non-Employee
Directors' Plan          100,000<1>   $28.50<2>         $2,850,000<2>     $841<2>

Common Stock, par
value $0.01 per
share, under the
1997 Stock-Based
Incentive Plan           600,000<1>   $28.50<2>         $17,100,000<2>    $5,045<2>

________________
<1>   This Registration Statement covers, in addition to the
      number of shares of Common Stock stated above, options
      and other rights to purchase or acquire the shares of
      Common Stock covered by the Prospectus and, pursuant to
      Rule 416(c) under the Securities Act of 1933, an
      indeterminate number of shares which by reason of
      certain events specified in the Plans may become subject
      to the Plans.

<2>   Pursuant to Rule 457(h), the maximum offering price, per
      share and in the aggregate, and the registration fee
      were calculated based upon the average of the high ($28.75)
      and low ($28.25) prices of the Common Stock on February 19,
      1998 as reported on the American Stock Exchange. 

      The Exhibit Index for this Registration Statement is 
      at page 6.
PART I

                 INFORMATION REQUIRED IN THE
                  SECTION 10(a) PROSPECTUS

       The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to optionees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended
(the "Securities Act").  Such documents need not be filed with
the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of
the Securities Act.  These documents, which include the
statement of availability required by Item 2 of Form S-8, and
the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                           PART II

                 INFORMATION REQUIRED IN THE
                   REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents of Golf Trust of America, Inc.
(the "Company") filed with the Commission are incorporated
herein by reference: 

       (a)  The Company's Annual Report on Form 10-K for the
            Company's fiscal year ended 1996;

       (b)  The Company's Quarterly Reports on Forms 10-Q for
            the Company's quarterly periods ended March 31,
            1997, June 30, 1997 and September 30, 1997;

       (c)  The Company's Current Reports on Forms 8-K  filed
            March 4, 1997 as amended by Form 8-K/A filed
            March 17, 1997, and filed August 12, 1997; and

       (d)  The description of the Common Stock contained in
            the Company's Registration Statement on Form 8-A,
            filed with the Commission on February 7, 1997.

       All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference into the prospectus
and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document,
all or a portion of which is 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
amended, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

       The Common Stock is registered pursuant to Section 12
of the Exchange Act. Therefore, the description of the
securities is omitted.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

       Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 2.418 of the Maryland General Corporation Law
makes provision for the indemnification of officers and
directors in terms sufficiently broad to indemnify officers
and directors under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the 1933 Act.  The Company's Charter and By-Laws require the
Company to indemnify its directors, officers and certain other
parties to the fullest extent permitted by law, and permit the
Company to advance to the officers and directors all related
expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted.  The Company
must also indemnify and advance all expenses incurred by
officers and directors seeking to enforce their rights under
the indemnification agreements, and cover officers and
directors under the Company's directors' and officers'
liability insurance.

       Insofar as indemnification for liabilities arising
under the 1933 Act may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is therefore
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable. 

ITEM 8.   EXHIBITS

       See the attached Exhibit Index on page 6.

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;

                      (ii) To reflect in the prospectus any
            facts or events arising after the effective date
            of this 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 this Registration Statement; and

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

            Provided, however, that paragraphs (a)(1)(i) and
  (a)(1)(ii) do 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
  with or furnished to the Commission pursuant to Section 13
  or Section 15(d) of the Exchange Act that are incorporated
  by reference in this Registration Statement;

            (2)  That, for the purpose of determining any
  liability under the Securities Act, 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; and

            (3)  To remove from 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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

  (h)  Insofar as indemnification for liabilities arising
under the Securities Act 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
Commission such indemnification is against public policy as
expressed in the Securities 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 proceeding) 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 Securities Act
and will be governed by the final adjudication of such issue.

                         SIGNATURES

       Pursuant to the requirements of the Securities Act, 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 Charleston, State of South Carolina, on
February 16, 1998.

                           GOLF TRUST OF AMERICA, INC.

                             By: /s/ W. Bradley Blair, II
                                W. Bradley Blair, II
                                President and Chief Executive
                                Officer

                      POWER OF ATTORNEY

       Each person whose signature appears below constitutes
and appoints W. Bradley Blair, II his or her true and lawful
attorney-in-fact and agent, with full powers of substitution
and resubstitution, for him or her and in his or her 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 Commission, granting unto said attorney-in-fact and
agents, 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 fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or either
of them or their 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 below by the
following persons in the capacities and on the dates
indicated.
SIGNATURE                  TITLE                                 DATE

/s/ W. Bradley Blair, II   President, Chief Executive             February 16, 1998
W. Bradley Blair, II       Officer and Chairman of the 
                           Board of Directors 

/s/ David J. Dick          Executive Vice President               February 16, 1998
David J. Dick              and Director 

/s/ Scott D. Peters        Senior Vice President and              February 16, 1998
Scott D. Peters            Chief Financial Officer

/s/ Larry D. Young         Director                               February 16, 1998
Larry D. Young

/s/ Roy C. Chapman         Director                               February 16, 1998
Roy C. Chapman

/s/ Raymond V. Jones       Director                               February 16, 1998
Raymond V. Jones

/s/ Fred W. Reams          Director                               February 16, 1998
Fred W. Reams

/s/ Edward L. Wax          Director                               February 16, 1998
Edward L. Wax
EXHIBIT INDEX

    Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit
index immediately precedes the exhibits.

Exhibit No.      Description   

4.1              Golf Trust of America, Inc. 1997 Non-
                 Employee Directors' Plan (previously filed
                 as Exhibit 10.7 to the Company's
                 Registration Statement on Form S-11
                 (Commission File No. 333-15965) Amendment
                 No. 1 (filed January 15, 1997) and
                 incorporated herein by reference).

4.2              Golf Trust of America, Inc. 1997 Stock
                 Incentive Plan (previously filed as Exhibit
                 10.6 to the Company's Registration Statement
                 on Form S-11 (Commission File No. 333-15965)
                 Amendment No. 1 (filed January 15, 1997) and
                 incorporated herein by reference).

4.3              Golf Trust of America, Inc. 1997 Stock-Based
                 Incentive Plan (the "New Stock Incentive
                 Plan") (previously filed as Exhibit 10.3 to
                 the Company's Quarterly Report on Form 10-Q
                 (Commission File No. 000-22091), filed
                 August 15, 1997, and incorporated herein by
                 reference).

4.4              Form of Nonqualified Stock Option Agreement
                 for use under the New Stock Incentive Plan
                 (previously filed as Exhibit 10.4 to the
                 Company's Quarterly Report on Form 10-Q
                 (Commission File No. 000-22091), filed
                 August 15, 1997, and incorporated herein by
                 reference).

4.5              Form of Employee Incentive Stock Option
                 Agreement for use under the New Stock
                 Incentive Plan (previously filed as Exhibit
                 10.5 to the Company's Quarterly Report on
                 Form 10-Q (Commission File No. 000-22091),
                 filed August 15, 1997, and incorporated
                 herein by reference).

4.6              General Provisions Applicable to Restricted
                 Stock Awards Granted Under the New Stock
                 Incentive Plan (previously filed as Exhibit
                 10.14 to the Company's Registration
                 Statement on Form S-11 (Commission File No.
                 333-36847), dated September 30, 1997 and
                 filed as of October 1, 1997, and
                 incorporated herein by reference).

4.7              Form of Restricted Stock Award Agreement for
                 use under the New Stock Incentive Plan
                 (previously filed as Exhibit 10.15 to the
                 Company's Registration Statement on Form S-
                 11 (Commission File No. 333-36847), dated
                 September 30, 1997 and filed as of October
                 1, 1997, and incorporated herein by
                 reference).

5.1              Opinion of O'Melveny & Myers LLP (re:
                 legality)

23.1             Consent of BDO Seidman L.L.P.
                 (consent of independent auditors)

23.2             Consent of Counsel (included in Exhibit 5.1)

24.1             Power of Attorney (included in this
                 Registration Statement under "Signatures")