UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

/x/ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 1998.

/ / Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to ________.

________________________________________________________________________________

Commission File Number 000-22091

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

Maryland 33-0724736
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)

14 North Adger's Wharf, Charleston, South Carolina 29401
(Address of principal executive offices) (Zip Code)

(843)723-4653
(Registrant's telephone number, including area code)

________________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such report(s) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---

On May 11, 1998 there were 7,631,694 common shares outstanding of the
registrant's only class of common stock.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1998

INDEX

PAGE

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of March 31, 1998 and December 31, 1997.......... 3
Consolidated Statements of Income for the Three Months Ended March 31, 1998,
the Period from February 12, 1997 (inception) through March 31, 1997, and the
Pro Forma Three Months Ended March 31, 1997..................................... 4
Consolidated Statements of Stockholders' Equity for the Period from February
12, 1997 (inception) through December 31, 1997 and for the Three Months
Ended March 31, 1998............................................................ 5
Consolidated Statements of Cash Flows for the Three Months Ended March 31,
1998 and the Period from February 12, 1997 (inception) through March 31, 1997.... 6
Notes to Consolidated Financial Statements....................................... 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.......................................................................... 13

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS................................................................... 19

ITEM 2. CHANGES IN SECURITIES............................................................... 19

ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................................... 20

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................................. 20

ITEM 5. OTHER INFORMATION................................................................... 20

ITEM 6. EXHIBITS INDEX AND REPORT ON FORM 8-K............................................... 21

SIGNATURES.......................................................................... 23

GOLF TRUST OF AMERICA, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)
(UNAUDITED)

MARCH 31, DECEMBER 31,
1998 1997
--------------------------
(UNAUDITED)

ASSETS
Property and equipment:
Land . . . . . . . . . . . . . . . . . . . $ 50,210 $ 25,796
Golf course improvements . . . . . . . . . 108,577 58,494
Buildings . . . . . . . . . . . . . . . . . 38,992 22,199
Furniture, fixtures, and equipment . . . . 19,209 8,556
-------- --------
Total property and equipment . . . . . . . . 216,988 115,045
Less accumulated depreciation . . . . . . . 15,029 14,001
-------- --------
Property and equipment, net . . . . . . . . . 201,959 101,044
-------- --------
Mortgage notes receivable . . . . . . . . . . 66,466 65,129

Cash and cash equivalents . . . . . . . . . 1,553 14,968
Receivable from affiliates (Note 7) . . . . . 1,095 1,004
Other assets . . . . . . . . . . . . . . . . 5,873 4,161
-------- --------
Total assets . . . . . . . . . . . . . . . . $276,118 $186,306
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY

Notes payable . . . . . . . . . . . . . . . $ 86,474 $ 4,325
Accounts payable and other liabilities . . . 2,837 3,029
-------- --------
Total liabilities . . . . . . . . . . . . . . 89,311 7,354
-------- --------
Minority interest . . . . . . . . . . . . . . 62,375 54,625
-------- --------
Commitments

Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000
shares authorized, no shares issued. . . . . - -
Common stock, $.01 par value, 90,000,000
shares authorized, 7,631,694 shares issued
and outstanding. . . . . . . . . . . . . . 76 76
Additional paid-in capital . . . . . . . . 128,095 127,488
Retained earnings . . . . . . . . . . . . . 1,726 1,774
Unamortized restricted stock compensation . (2,167) (1,713)
Note receivable from stock sale . . . . . (3,298) (3,298)
-------- --------
Stockholders' equity . . . . . . . . . . . . 124,432 124,327
-------- --------
Total liabilities and stockholders' equity. . $276,118 $186,306
-------- --------
-------- --------

See accompanying notes to consolidated financial statements
3

GOLF TRUST OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS)
(UNAUDITED)

PERIOD FROM
FOR THE THREE FEBRUARY 12 FOR THE THREE
MONTHS ENDED THROUGH MONTHS ENDED
MARCH 31, MARCH 31, MARCH 31,
1998 1997 1997
-------------------------------------------------
(PRO FORMA)

REVENUES:
Rent from affiliates (Note 7)........... $3,156 $1,631 $3,031
Rent.................................... 3,638 411 754
Mortgage interest....................... 2,126 - -
-------- ------ ------
Total revenues............................ 8,920 2,042 3,785
-------- ------ ------
EXPENSES:
Depreciation and amortization........... 1,821 346 794
General and administrative.............. 1,156 313 524
-------- ------ ------
Total expenses............................ 2,977 659 1,318
-------- ------ ------
Operating income.......................... 5,943 1,383 2,467
-------- ------ ------
OTHER INCOME (EXPENSE):
Interest income......................... 72 131 131
Interest expense........................ (916) (40) (92)
------- ------ ------
Total other income (expense).............. (844) 91 39
------- ------ ------
Net income before minority interest....... 5,099 1,474 2,506
Income applicable to minority interest.... 2,018 758 1,288
------- ------ ------
Net income................................ $ 3,081 $ 716 $1,218
------- ------ ------
------- ------ ------
Basic earnings per share.................. $ .40 $ .19 $ .31
------- ------ ------
------- ------ ------
Weighted average number of shares - basic. 7,632 3,823 3,910
------- ------ ------
------- ------ ------
Diluted earnings per share................ $ .39 $ .18 $ .31
------- ------ ------
------- ------ ------
Weighted average number of shares -
diluted................................. 7,826 3,873 3,960
------- ------ ------
------- ------ ------

See accompanying notes to consolidated financial statements
4

GOLF TRUST OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS)
(UNAUDITED)

NOTE
ADDITIONAL RECEIVABLE TOTAL
PAID-IN RETAINED UNEARNED FROM STOCK STOCKHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS COMPENSATION SALE EQUITY
-------- --------- --------- -------- ------------ ---------- ------------

BALANCE, February 12, 1997....... - $ - $ - $ - $ - $ - $ -
Proceeds from Initial Public
Offering ........................ 3,910 39 82,071 - - - 82,110
Payment of underwriters discount
and initial offering costs...... - - (9,055) - - - (9,055)
Adjustment for minority
interest in operating partnership - - (33,882) - - - (33,882)
Issuance of shares in exchange
for note......................... 159 2 3,296 - - (3,298) -
Issuance of shares for
acquisition...................... 22 - 600 - - - 600
Issuance of restricted stock..... 70 1 1,827 - (1,828) - -
Proceeds from follow-on
offering......................... 3,450 34 88,372 - - - 88,406
Payment of underwriters
discount and costs............... - - (5,741) - - - (5,741)
Amortization of restricted
stock compensation............... - - - - 115 - 115
Dividends........................ - - - (4,195) - - (4,195)
Net income....................... - - - 5,969 - - 5,969
-------- --------- --------- -------- ------------ ---------- ------------
BALANCE, December 31, 1997....... 7,611 $76 $127,488 $ 1,774 $ (1,713) $ (3,298) $124,321
-------- --------- --------- -------- ------------ ---------- ------------

Issuance of restricted stock..... 21 - 607 - (607) - -
Amortization of restricted stock
compensation..................... - - - - 153 - 153
Dividends........................ - - - (3,129) - - (3,129)
Net income....................... - - - 3,081 - - 3,081
-------- --------- --------- -------- ------------ ---------- ------------
BALANCE, March 31, 1998.......... 7,632 $ 76 $128,095 $ 1,726 $(2,167) $(3,298) $124,432
-------- --------- --------- -------- ------------ ---------- ------------
-------- --------- --------- -------- ------------ ---------- ------------

See accompanying notes to consolidated financial statements.
5

GOLF TRUST OF AMERICA, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(IN THOUSANDS)
(UNAUDITED)

PERIOD FROM
THREE MONTHS FEBRUARY 12
ENDED THROUGH
MARCH 31, MARCH 31,
1998 1997
---------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................ $ 3,081 $ 716
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................... 1,856 346
Loan cost amortization.......................... 130 -
Straight-line interest.......................... (332) -
Amortization of restricted stock compensation... 153 -
Income applicable to minority interest.......... 2,018 758
Increase in receivable from affiliates.......... (91) -
Increase in other assets........................ (1,857) (151)
Increase in accounts payable and other
liabilities................................... (192) 813
------- -------
Net cash provided by operating activities........... 4,766 2,482
------- -------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Golf course acquisitions and improvements......... (81,363) (54,555)
Increase in mortgage notes receivable............. (1,005) -
------- -------
Net cash used in investing activities............... (82,368) (54,555)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of credit.................. 69,945 4,325
Payments on notes and line of credit.............. (723) -
Increase in minority interest..................... - (758)
Net proceeds from issuance of common stock........ - 73,055
Distributions to partners......................... (1,906) -
Dividends paid.................................... (3,129) -
------- -------
Net cash provided by financing activities........... 64,135 76,622
------- -------
Net increase in cash................................ (13,415) 24,549
Cash and cash equivalents, beginning of period...... 14,968 -
------- -------

Cash and cash equivalents, end of period............ $ 1,553 $24,549
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during the period.................... $ 916 $ 40

NON-CASH INVESTING AND FINANCING TRANSACTIONS
Net assets of Legends Golf transferred to the
Company........................................... $ - $ 981
OP Units issued in golf course acquisitions......... $ 7,638 $ -
Debt acquired with acquisition (Note 4)............. $12,927 $ -

See accompanying notes to consolidated financial statements.
6

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION AND BASIS OF PRESENTATION

Golf Trust of America, Inc. (the "Company") was incorporated in Maryland
on November 8, 1996. The Company is a self-administered real estate
investment trust ("REIT") formed to capitalize upon consolidation
opportunities in the ownership of upscale golf courses in the United States.
The principal business strategy of the Company is to acquire upscale golf
courses and to lease the golf courses pursuant to long-term triple net leases
to qualified third party operators, including affiliates of the sellers.
Title to the acquired courses is held by Golf Trust of America, L.P., a
Delaware limited partnership (the "Operating Partnership") and Sandpiper-Golf
Trust LLC. Golf Trust of America, Inc., through its wholly owned
subsidiaries GTA GP, Inc. ("GTA GP") and GTA LP, Inc. ("GTA LP"), holds a
60.0% interest in the Operating Partnership. GTA GP is the sole general
partner of the Operating Partnership and owns a 0.2% interest therein. GTA
LP is a limited partner in the Operating Partnership and owns a 59.8%
interest therein. Larry D. Young, a director of the Company, along with his
affiliates owns 29.4 percent of the Operating Partnership and is a
significant lessee. The remaining interest in the Operating Partnership is
held by operators of the golf courses, their affiliates and officers of the
Company.

The accompanying unaudited financial statements have been prepared by
the management of Golf Trust of America, Inc. in accordance with generally
accepted accounting principles for interim financial statements and in
conformity with the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring adjustments) considered necessary for a
fair presentation have been included. The results of operations for the
three months ended March 31, 1998 are not necessarily indicative of the
results that may be expected for the full year. These financial statements
should be read in conjunction with the Company's December 31, 1997 audited
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K.

The unaudited Pro Forma Consolidated Statement of Income for the three
months ended March 31, 1997 is presented as if the Formation Transactions had
occurred January 1, 1997 and includes the pro forma period from January 1,
1997 to February 11, 1997 and actual results for period from February 12 to
March 31, 1997. In management's opinion, all adjustments necessary to
reflect the effects of the Formation Transaction have been made.

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 "Earnings Per Share."
This pronouncement specifies the computation, presentation and disclosure
requirements for earnings per share. The new standard had no material impact
on the Company's financial statements as "diluted" earnings per share
disclosure required by the pronouncement were the same as earnings per share
previously reported. The only difference in "basic" and "diluted" weighted
average shares is the dilutive effect of the Company's stock options
outstanding (approximately 194,000 and 50,000 shares added to weighted shares
outstanding for the three months ended March 31, 1998 and 1997, respectively).

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. ACQUISITION OF GOLF COURSES

During the three months ended March 31, 1998, the Company purchased an
additional 6 golf courses for an aggregate initial investment of
approximately $79.6 million in cash, repayment of indebtedness and the
assumption of a property subject to a lien of $12.9 million and $7.6 million
in OP Units (approximately 280,000 units). The aforementioned golf courses
are leased to third party operators pursuant to long-term triple net leases.

The following is a summary of the acquisitions for 1998:

INITIAL
ACQUISITION INVESTMENT
DATE COURSE NAME LOCATION (IN THOUSANDS)
- ------------------------------------------------------------------------------------------------------

1/2/98 Bonaventure - East and West Courses Fort Lauderdale, FL $ 23,700
1/16/98 Mystic Creek Golf Club & Banquet Center Dearborn, MI 10,000
2/1/98 Emerald Dunes Golf Course West Palm Beach, FL 22,400
3/6/98 Sandpiper Golf Course Santa Barbara, CA 36,500
3/9/98 Persimmon Ridge Country Club Louisville, KY 7,500
--------
$100,100
--------
--------

The Emerald Dunes Golf Course was acquired subject to a lien which is
explained in Note 4. In conjunction with the purchase of the Emerald Dunes
Golf Course, Raymon Finch, Sr. and Ray Finch, Jr. (collectively the Finches)
were granted 50,000 options each, of which 25,000 in the aggregate will vest
when in any calendar year the Company acquires more than $25 million in
courses as identified by the Finches. After year five, all options
immediately vest if the stock price is $10.00 over the strike price at which
the options were issued ($28) and if the Finches have otherwise undertaken to
promote and market the Company.

Concurrent with the acquisition of the Sandpiper Golf Course, the Company
formed Sandpiper-Golf Trust, LLC, of which the Operating Partnership is the
sole member, to hold title to the golf course. In, addition, the Operating
Partnership owns approximately 95% of the economic interest in a taxable
subsidiary formed to hold title to a 14 acre development site adjacent to the
Sandpiper Golf Course with the balance owned by Mr. Blair, President and Mr.
Young, a director of the Company.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

3. COMMITMENTS

LEASES

Typically, the Company leases its golf courses to affiliates of the prior
owners and other qualified operators under non-cancelable lease agreements
for an initial period of ten years with options to extend the term of each
lease six consecutive times for a period of 5 years. From the minimum lease
payments, the Company is generally required to make available a reserve of
2-5% of the annual gross golf revenue of each course for capital expenditure
reimbursement to the lessee subject to approval by the Company. At March 31,
1998, the amount reserved was $235,000 compared to $44,000 for the period
from February 12 to March 31, 1997.

The non-cancelable leases provide for the Company to receive the greater
of the Base Rent Escalation or an amount equal to Participating Rent plus the
Base Rent Escalation payable under each non-cancelable lease. Participating
rent will generally be paid to the Company each year in the amount, if any,
by which the sum of 33 1/3% of Gross Golf Revenue exceeds the cumulative Base
Rent Escalation since the commencement date of such Leases. Participating
rent was $365,000 for the three months ended March 31, 1998 and $38,000 for
the period from February 12 to March 31, 1997. The base rent will generally
be increased each year by the lesser of (i) 3% or (ii) 200% of the annual
percentage increase in the Consumer Price Index ("CPI"). Annual increases in
lease payments are generally limited to 5% to 7% during the first five years
of the initial lease term.

4. NOTES PAYABLE

Prior to amendment and restatement as discussed below, the Company had
available an $100 million secured revolving Credit Facility which carried a
floating interest rate of LIBOR plus 1.75%.

On February 27, 1998, a consortium of banks, co-led by NationsBank, N.A.
and Bank of America NT & SA, amended and restated the Credit Facility to
increase the amount available to $125 million on an unsecured basis and to
adjust the interest rate to LIBOR plus 1.75%. Up to 20% of the Credit
Facility may be used for working capital needs. The Credit Facility
availability is limited to the unencumbered pool calculation as defined in
the Credit Facility. Financial covenants include minimum requirement for net
worth, liquidity and cash flow. Non-financial covenants include, among
others, restrictions on loans outstanding, construction in progress, loans to
officers, changes to the Board of Directors. These covenants have been met.

In May 1998, the Company negotiated an amendment to the Credit Facility
whereby the Company now has a grid pricing arrangement which provides
incentives for the Company to maintain a low ratio of total debt to total
assets. The Company expanded the definition of eligible properties in the
unencumbered pool in a manner consistent with the Company's own underwriting
methods. The Company also negotiated to reduce the coverage ratio for the
unencumbered pool calculation to offer greater flexibility for future capital
needs.

Effective February 1, 1998, the Company purchased the Emerald Dunes
property subject to an existing lien whose principal balance was
approximately $12.9 million at the time of the purchase. This loan has fixed
monthly payments of approximately $117,000 (including interest of 8.75%) due
on the first of each month with the term expiring in November 2016.

The Company has agreed to maintain a minimum loan balance of approximately
$17.2 million for up to ten years to accommodate certain prior owners'
efforts to seed to minimize certain adverse tax consequences from their
contribution of their courses to the company.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. STOCK OPTIONS AND AWARDS

In February 1997, the Company adopted the 1997 Non-Employee Directors'
Plan (the "Directors' Plan"). Under the Directors' Plan, the Compensation
Committee is authorized to grant stock awards to purchase up to 100,000
shares of the Company's common stock at prices equal to the fair value of the
stock on the date of grant. In February 1998, 20,000 options were granted to
the Directors at the fair market value at the date of grant ($29.00). These
options vest immediately. There are 60,000 remaining options available for
future grants.

In May 1997, the Company adopted the 1997 Stock-Based Incentive Plan (the
"New 1997 Plan"). Under the New 1997 Plan, the Compensation Committee of the
Board of Directors is authorized to grant awards relating in the aggregate up
to 600,000 shares of the Company's common stock. Option grants generally
vest ratably over a period of three years from the date of grant and expire
ten years from the date of grant. Restricted stock grants vest twenty five
percent per year from the date of grant. On January 30, 1998, 50,000 options
were granted to a new employee.

On January 1, 1998 the Company issued 20,939 restricted common shares to
officers of the Company under the New 1997 Plan. These shares were issued
for $0.01 when the market price was $29.00 and vests over four years.
Compensation expense recognized for all restricted stock grants was
approximately $153,000 for the three months ended March 31, 1998. At March
31, 1998, 39,061 shares remaining available for options and restricted stock
grants under the New 1997 Plan.

During the three months ended March 31, 1998, loans of approximately
$525,000, secured by OP Units, were made to two officers for the payment of
related taxes. On April 15, 1998 additional loans of $175,000 were made to
the same officers. The loans bear interest at 6.0% and 5.7% respectively
with repayment due upon the earlier of a) 180 days of employee's termination,
b) December 31, 2002, or c) upon partial sale of shares, 50% of the net
proceeds will be used to repay the notes.

Transactions involving the plans are summarized as follows:

WEIGHTED
AVERAGE
OPTION SHARES SHARES EXERCISE PRICE
- ------------- ---------- ---------------

Outstanding at February 12, 1997 . - $ -
Granted . . . . . . . . . . . . . . 940,000 23.88

Exercised . . . . . . . . . . . . . - -
Expired and/or canceled . . . . . . - -
--------- ------
Outstanding at December 31, 1997 . 940,000 $23.88
--------- ------
--------- ------
Granted . . . . . . . . . . . . . . 70,000 29.00
Exercised . . . . . . . . . . . . . - -
Expired and/or canceled . . . . . . - -
--------- ------
Outstanding at March 31, 1998 . . . 1,010,000 $24.24
--------- ------
--------- ------

- ----------------------------------------------- ---------------------
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ----------------------------------------------- ---------------------
RANGE OF REMAINING AVERAGE
EXERCISE CONTRACTUAL EXERCISE
PRICE SHARES LIFE (YEARS) PRICE SHARES PRICE
- ----------------------------------------------- ---------------------

$21 335,000 8.9 $21.00 105,000 $21.00
$24 - $26 605,000 9.1 $25.48 - -
$29 70,000 9.9 $29.00 20,000 $29.00

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. STOCK OPTIONS AND AWARDS (CONT'D)

EMPLOYEE STOCK PURCHASE PLAN

Effective March 1, 1998, the Company adopted an Employee Stock Purchase
Plan to provide substantially all employees an opportunity to purchase shares
of its common stock through payroll deduction, up to 10% of eligible
compensation with a $25,000 maximum deferral. Semi-annually, participant
account balances will be used to purchase shares of stock at the lesser of 85
percent of the fair market value of shares on grant date or exercise date.
The Employee Stock Purchase Plan expires on February 28, 2008. A total of
250,000 shares will be available for purchase under this plan.

6. PRO FORMA FINANCIAL INFORMATION

The pro forma financial information set forth below is presented as if the
1998 acquisitions (Note 3) had been consummated as of January 1, 1997. The
pro forma financial information is not necessarily indicative of what actual
results of operations of the Company would have been assuming the
acquisitions had been consummated as of January 1, 1997 nor does it purport
to represent the results of operations for future periods (in thousands,
except per share amounts).

For the Three For the Three
Months Ended Months Ended
March 31, March 31,
1998 1997
- -------------------------------------------------------------------------------

Revenues $ 9,934 $ 6,252
Net income $ 3,100 $ 1,436
Basic earnings per share $ .41 $ .37
Diluted earnings per share $ .40 $ .36

The pro forma financial information includes the following adjustments:
(i) an increase in depreciation and amortization expense; (ii) an increase in
general and administrative expenses to reflect a whole year of operations for
1997 only; (iii) a increase in interest expense; and (iv) an increase in
income applicable to minority interest.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7. TRANSACTIONS WITH AFFILIATE AND SIGNIFICANT LESSEE

Legends Golf is a significant lessee of the golf courses in the Company's
portfolio. Legends Golf is a golf course management group consisting of
eight companies affiliated through common ownership that operates a portfolio
of golf courses owned by the Company. Legends Golf manages and operates the
golf courses as a lessee under triple net leases. Legends Golf derives
revenues from the operation of golf course principally through receipt of
green fees, membership fees, golf cart rentals, and sales of food, beverage
and merchandise.

The following table sets forth certain combined condensed financial
information for Legends Golf.

March 31, December 31,
(IN THOUSANDS) 1998 1997
- -----------------------------------------------------------------------------------

Current assets $ 4,496 $ 2,454
Non-current assets 21,228 19,765
------- -------
Total assets $25,724 $22,218
------- -------
------- -------

Payable to Golf Trust of America, LP $ 1,095 $ 1,004
Other current liabilities 1,822 1,720
Total long-term liabilities 14,546 10,897
Total owners' equity 8,261 8,597
------- -------
Total liabilities and owners' equity $25,724 $22,218
------- -------
------- -------

For the three months ended March 31,
(IN THOUSANDS) 1998 1997
- -----------------------------------------------------------------------------------

Total Revenues $ 5,299 $ 5,107
Operating Loss $ (1,170) $ (604)
Net Income (loss) $ 279 $ (322)

Total revenues from golf course operations for Legends Golf increased by
$.2 million or 3.8 percent to $5.3 million for the three months ended March
31, 1997. The increase was primarily attributed to increased greens fees at
the Myrtle Beach area courses net of reduced cart rentals.

Operating loss increased by $.6 million to $1.2 million for the three
months ended March 31, 1998 compared to $.6 million for the corresponding
period in 1997. The increase was primarily the result of lease payments to
Golf Trust of America, L.P. for the full three months in 1998 versus only one
and one-half months in 1997 offset by the related reductions in depreciation
expense. Net income was $.3 million for the three months ended March 31,
1998 compared to a net loss of $.3 million for the three months ended March
31, 1997 primarily due to the increased lease payments to Golf Trust of
America, L.P. net of the reductions of depreciation and interest expense and
the equity in the earnings of Golf Trust of America, L.P.

8. SUBSEQUENT EVENTS

DECLARATION OF DIVIDENDS

On April 24, 1998, the Board of Directors declared a quarterly dividend
distribution of $.41 per share for the quarter ended March 31, 1998, to
stockholders of record on May 4, 1998, which will be paid on May 18, 1998.

GOLF TRUST OF AMERICA, INC.

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

OVERVIEW AND FORMATION

Golf Trust of America, Inc. (the "Company") conducts business through Golf
Trust of America, L.P. (the "Operating Partnership"), of which the Company owns
61.3 percent interest through its two wholly owned subsidiaries and is the
general partner. Larry D. Young, a director of the Company, along with his
affiliates owns 29.4 percent of the Operating Partnership and is a
significant lessee. The remaining interest is the Operating Partnership is
held by operators of the golf courses, their affiliates and officers of the
Company.

"Management's Discussion and Analysis of Financial Condition and Results
of Operations," and other sections of this report contain various
"forward-looking statements" which represent the Company's expectations
concerning future events including the following: statements regarding the
Company's continuing ability to target and acquire high quality golf courses;
the expected availability of the Line-of-Credit and other debt and equity
financing; the Lessees' future cash flows, results of operations and overall
financial performance; the expected tax treatment of the Company's
operations; the Company's beliefs about continued growth in the golf
industry. Because of the foregoing factors, the actual results achieved by
the Company in the future may differ materially from the expected results
described in the forward-looking statements. The following discussion should
read in conjunction with the accompanying Consolidated Financial Statements
appearing elsewhere herein.

The Company was formed to capitalize upon consolidation opportunities in
the ownership of upscale golf courses in the United States. The Company's
principal business strategy is to acquire upscale golf courses and then lease
the golf courses to qualified third party operators, including affiliates of
the sellers. The Company has the ability to issue units of limited
partnership interest ("OP Units") in the Operating Partnership. OP Units are
redeemable by their holder for cash or, at the election of the Company, for
shares of Common Stock on a one-for-one basis (their "Redemption Right").
When the Company acquires a golf course in exchange for OP Units, in most
instances the seller of the course does not recognize taxable income gain
until it exercises the Redemption Right. OP Units can thus provide an
attractive tax-deferred sale structure for golf course sellers. The Company
believes its has a distinct competitive advantage in the acquisition of
upscale golf courses, including those which might not otherwise be available
for purchases, because of (i) its utilization of a multiple independent
lessee structure (ii) management's substantial industry knowledge,
experience, and relationships within the golf community, (iii) the Company's
strategic alliances with prominent golf course operators and (iv) its ability
to issue OP Units to golf course owners on a tax-deferred basis.

GOLF COURSE ACQUISITIONS

During the first quarter of 1998, the Company has acquired interest in an
additional 6 courses for an aggregate of approximately $100 million.

On January 2, 1998, the Company acquired Bonaventure Golf Courses,
comprised of two 18-hole golf courses located in Ft. Lauderdale, Florida for
$23.7 million in cash and repayment of mortgage indebtedness including
closing costs. The Company leases the golf courses to an affiliate of
Emerald Dunes Golf Course under a Participating Lease.

On January 16, 1998, the Company acquired Mystic Creek Golf Club and
Banquet Center, an 18-hole semi-private country club located near Dearborn,
Michigan for $8.5 million in cash and OP Units valued at approximately $1.5
million.

Effective February 1, 1998, the Company acquired Emerald Dunes Golf
Course, an 18-hole daily fee golf facility located in West Palm Beach,
Florida for a total purchase price of $22.4 million, which includes $6.1
million in OP Units. The Company acquired the course subject to an existing
first lien of $12.9 million.

GOLF TRUST OF AMERICA, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)

GOLF COURSE ACQUISITIONS (CONT'D)

On March 6, 1998, the Company acquired Sandpiper Golf Course, an 18-hole
upscale daily fee golf facility near Santa Barbara, California for $32.0
million and an adjacent 14-acre development site valued at $4.5 million. The
course is leased to a joint venture consisting of one of the West Coast's
largest golf course contractors, Environmental Golf, and the owner of a
planned 400 room five star luxury hotel adjacent to the course. To comply
with certain REIT restrictions, Mr. Blair and Mr. Young hold an approximate
5% interest in the taxable subsidiary which holds the development site.

On March 9, 1998, the Company acquired Persimmon Ridge, an 18-hole upscale
private golf facility located near Louisville, Kentucky for $7.5 million.
The course is leased to an affiliate of Granite Golf Group.

REVENUE GROWTH

The Company's primary sources of revenue are Lease Payments under the
Participating Leases and mortgage payments under the Participating Mortgage.
Participating Rent is generally equal to 33-1/3% of the increase in Gross
Golf Revenues over the Gross Golf Revenues for the Golf Course for the base
year, as adjusted by the Company in determining the initial Base Rent. Base
Rent will increase each year by the Base Rent Escalator during the first five
years of the lease term, generally equal to the lesser of (i) 3% or (ii) 200%
of the change in the CPI over the prior year. Annual increases in Lease
Payments are generally limited to a maximum of 5% for the first five years of
the lease term.

Management believes the principal source of growth in Gross Golf Revenues at
the Golf Courses will be increased green fees, cart fees, and other related
fees. In order to achieve higher revenues, management believes the Lessees will
need to continue to offer golfers a high quality golf experience as it relates
to the pace of play, condition of the Golf Course and overall quality of the
facilities.

RESULTS OF OPERATIONS OF THE COMPANY

FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND THE PERIOD FROM FEBRUARY 12
(INCEPTION) TO MARCH 31, 1997

For the three months ended March 31, 1998, the Company received $8,920,000
in revenue from the Participating Leases and the Mortgage Note Receivable,
including $365,000 in Participating Rent. For the period from February 12 to
March 31, 1997, the Company received $2,042,000 in revenue from the
Participating Leases, including $38,000 in Participating Rent. The increase
in revenues is due to 1) minimum increases of approximately $95,000, 2) a
full quarter of operations for 1998 resulting in $1,743,000 in additional
rental revenue, 3) rent from new course acquisitions of $2,587,000, 4)
$2,126,000 of interest from the Mortgage Note Receivable which was issued
June 20, 1997 and 5) the increase in Participating Rent.

Expenses totaling $3,821,000 for the three months ended March 31, 1998 and
$750,000 for the period from February 12 to March 31, 1997, reflect
depreciation and amortization, general and administrative expenses and
interest expense. The increase reflects 1) a full quarter of operations
resulting in $262,000 additional rent for 1997, 2) additional interest
expense of $876,000 as a result of the approximate $100,100,000 of
acquisitions made in the first quarter of 1998, 3) additional depreciation of
$448,000 which reflects a full quarter of operations, 4) additional
depreciation of $1,027,000 for the 1997 acquisitions subsequent to the
quarter ended March 31, 1997 and 5) additional general and administrative
costs of $632,000, including additional compensation expense of $218,000,
loan amortization of $130,000 and increased administrative costs of $284,000.

For the three months ended March 31, 1998 net income was $3,081,000 compared
to the period from February 12 to March 31, 1997, net income was $716,000.

GOLF TRUST OF AMERICA, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)

RESULTS OF OPERATIONS OF THE COMPANY (CONT'D)

FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND THE PROFORMA THREE MONTHS ENDED
MARCH 31, 1997

For the three months ended March 31, 1998 and the proforma three months
ended March 31, 1997, the Company would have received $8,920,000 and
$3,785,000 in revenue from the Participating Leases and the Mortgage Note
Receivable, including $365,000 and $38,000 in Participating Rent for 1998 and
1997, respectively. The 1997 proforma results have been computed using
actual results for 1997 and projected results for the period from January 1
to February 1, 1997. The increase in revenues is due to 1) minimum increases
of approximately $95,000, 2) rent from new course acquisitions of $2,587,000,
3) $2,126,000 of interest from the Mortgage Note Receivable which was issued
June 20, 1997 and 4) the increase in Participating Rent.

Expenses would have totaled $3,821,000 and $1,357,000 for the three months
ended March 31, 1998 and the proforma three months ended March 31, 1997, and
reflect depreciation and amortization, general and administrative expenses
and interest expense. The increase reflects 1) additional interest expense
of $824,000 to reflect the approximate $100,100,000 of acquisitions made in
the first quarter of 1998, 2) additional depreciation of $234,000 for the
1997 acquisitions and 3) additional general and administrative costs of
$632,000, including additional compensation expense of $218,000, loan
amortization of $130,000 and increased administrative costs of $284,000.

Net income for the three months ended March 31, 1998 and the proforma three
months ended 1997 would have been $3,081,000 and $1,218,000.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

Cash flow from operating activities for the three months ended March 31,
1998 was $4,766,000 compared to $2,482,000 for the period from February 12,
1997 to March 31, 1997. This reflects net income before minority interest,
plus noncash charges to income for depreciation, loan cost amortization and
working capital changes. Cash flows used in investing activities reflect
increases in the mortgage receivable related to the Westin Innisbrook
facility of $1,005,000 and golf course acquisitions of $81,311,000 for the
three months ended March 31, 1998. This compares to acquisitions of the ten
initial courses for $54,555,000 for the period from February 12 to March 31,
1997. Cash flows provided by financing activities, totaling $82,316,000
represents the borrowing of $69,170,000 under the Credit Facility and
assumption of property subject to an existing lien (as discussed below) less
dividends and partner distributions totaling $5,035,000 for the three months
ended March 31, 1998. This compares to initial borrowings of $4,325,000 and
loan costs of $1,448,000 and the initial offering proceeds of $73,055,000 for
the period from February 12, 1997 to March 31, 1997.

On June 20, 1997, the Company entered into the Credit Facility to be used
primarily for the acquisition of additional golf courses, but a portion of
which may also be used for acquisition of expansion facilities, for capital
expenditures or for general working capital purposes. On February 27, 1998,
the Company amended and restated the Credit Facility to increase the amount
available to $125 million on an unsecured basis. The Credit Facility
availability is limited to the unencumbered pool calculation as defined in
the Credit Facility and up to 20% of the Credit Facility may be used for
working capital needs. Financial covenants include net worth, liquidity and
cash flow covenants. Non-financial covenants include restrictions on loans
outstanding, construction in progress, loans to officers and changes to Board
of Directors. At the present time, these covenants have been met. Prior to
amendment, the Company had a $100 million secured revolving Credit Facility
carried a floating interest rate of LIBOR plus 1.75%.

GOLF TRUST OF AMERICA, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY (CONT'D)

The Company has agreed to maintain a minimum loan balance of approximately
$17.2 million for up to ten years to accommodate certain prior owners'
efforts to seek to minimize certain adverse tax consequences from their
contribution of their courses to the Company.

The Company intends to invest in additional golf courses as suitable
opportunities arise, but the Company will not undertake investments unless
adequate sources of financing are available. The Company anticipates that
future acquisitions would be funded with debt financing provided by the Line
of Credit, the issuance of OP Units or with proceeds of additional equity
offerings. In the future, the Company may negotiate additional credit
facilities or issue corporate debt instruments. Any debt issued or incurred
by the Company may be secured or unsecured, long-term or short-term, fixed or
variable interest rate and may be subject to such other terms, as the Board
of Directors deems prudent. Except as described below, the Company currently
has no binding agreement to acquire any additional golf courses.

The Company's acquisition capabilities are enhanced by its existing
capital structure. The Company intends to maintain a capital structure with
consolidated indebtedness representing no more than 50% of its total market
capitalization.

COMMITMENTS

The Participating Leases generally require the Company to reserve annually
between 2.0% and 5.0% of the Gross Golf Revenues of the Golf Courses to fund
capital expenditures. The Lessees will fund any capital expenditures in
excess of such amounts.

Under certain circumstances, the Company agrees to make available to the
Lessees to fund significant capital improvements, to expand the existing golf
facilities and in limited circumstances to provide working capital. When
significant capital improvements are funded, the underlying Base Rent will be
increased. Working capital lines are evidenced by promissory notes or set
forth in the lease agreement. The Company has agreed to fund the
construction of an additional nine holes at Northgate Country Club ($3.0
million), purchase a clubhouse being constructed at The Woodlands ($750,000),
fund the construction at Lost Oaks of Innisbrook for renovations of the
clubhouse and golf course ($1.25 million), fund a working capital line at
Tiburon ($150,000), fund the renovations to the conference facilities and
construction of additional nine holes at the Westin Innisbrook Resort ($9.0
million), fund a working capital line at Bonaventure Golf Course ($750,000)
and pay for renovations at that course ($3.2 million) and pay for renovations
at the Sandpiper Golf Course ($6.0 million) and to fund a working capital
line of ($5.0 million) at the course.

GOLF TRUST OF AMERICA, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)

COMMITMENTS (CONT'D)

The Company has entered into commitments and letters of intent to acquire
golf courses and related facilities valued at in excess of $60 million. The
Company is in various stages of negotiation and due diligence review for each
of these acquisitions. Completion of these transactions is subject to
negotiation and execution of definitive documentation and certain other
customary closing conditions. No assurances can be given that the Company
will continue to pursue or complete the acquisition of any of these golf
course acquisitions.

FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION

Funds from Operations and Cash Available for Distribution are calculated as
follows:

(IN THOUSANDS)
THREE MONTHS PERIOD FROM
ENDED FEBRUARY 12, 1997 THREE MONTHS
THROUGH (INCEPTION OF OPERATIONS) ENDED
MARCH 31, 1998 THROUGH MARCH 31, 1997 MARCH 31,1997
-----------------------------------------------------------------
(UNAUDITED) (UNAUDITED) (PRO FORMA)

Income before minority interest.. $5,099 $1,474 $2,506
Depreciation and amortization for
real estate assets............. 1,821 346 794
------ ------ ------
Funds from Operations............ 6,920 1,820 3,300

Adjustments:
Noncash mortgage interest...... (332) - -
Capital expenditure reserve.... (235) (44) (152)
------ ------ ------
Cash Available for Distribution.. 7,477 1,776 3,148
------ ------ ------
------ ------ ------

Noncash interest revenue represents the difference between interest
revenue on the Participating Mortgage reported by the Company in according
with GAAP and the actual cash payment to be received by the Company. The
Participating Leases generally require the Company to reserve annually
between 2.0% and 5.0% of the Gross Golf Revenues of the Golf Courses to fund
capital expenditures. The Lessees will fund any capital expenditures in
excess of such amounts.

In accordance with the resolution adopted by the Board of Governors of the
National Association of Real Estate Investment Trusts, Inc. ("NAREIT"), Funds
From Operations represents net income (loss) (computed in accordance with
generally accepted accounting principles ("GAAP")), excluding gains (or
losses) from debt restructuring or sales of property, plus depreciation of
real property, and after adjustments for unconsolidated partnership and joint
ventures. Funds From Operations should not be considered as an alternative
to net income or other measurements under GAAP as an indicator of operating
performance or to cash flows from operating investing or financial activities
as a measure of liquidity. Funds From Operations does not reflect working
capital changes, cash expenditures for capital improvements or principal
payments on indebtedness. The Company believes that Funds From Operations is
helpful to investors as a measure of the performance of an equity REIT,
because along with cash flows from operating activities, financing activities
and investing activities, it provides investors with an understanding of the
ability of the Company to incur and service debt and make capital
expenditures. Compliance with the NAREIT definition of Funds From Operations
is voluntary. Accordingly, the Company's calculation of Funds From
Operations in accordance with the NAREIT definition may be different than
similarly titled measures used by other REITs.

GOLF TRUST OF AMERICA, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

On March 19, 1998, the Emerging Issues Task Force ("EITF") of the
Financial Accounting Standards Board ("FASB") issued a ruling, EITF 97-11,
entitled "Accounting for Internal Costs Relating to Real Estate Property
Acquisitions". The ruling provides that internal costs of identifying and
acquiring operating property should be expensed as incurred. The effect of
the adoption of EITF 97-11 will not have a material impact on the financial
statements of the Company.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1998

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not Applicable.

ITEM 2. CHANGES IN SECURITIES

AMENDMENT OF BYLAWS

On February 16, 1998, the Board of Directors approved the following
changes in the Company's Bylaws (which had remained unchanged since their
original adoption on November 10, 1996), in order to provide greater
protection against a hostile take-over of the Company and thereby to increase
the Board's ability to maximize shareholder's long-term value per share. The
Bylaws were amended to:

i. require shareholders holding at least a majority (as opposed to "at
least 50%") of shares entitled to vote to request a special
shareholders' meeting;

ii. require shareholders to give the Company advance notice of
director nominations and new business proposals to be introduced
at any annual meeting of shareholders; and

iii. require 80% of the Board of Directors to approve amendments to
Bylaw provisions relating to calling special shareholder meetings
and advance notice of director nominations and shareholder
proposals.

The amended Bylaws are filed as an exhibit to this Quarterly Report.

RECENT SALES OF UNREGISTERED SECURITIES

On January 1, 1998, the Compensation Committee awarded to W. Bradley
Blair, II, David J. Dick and Scott D. Peters, 9,507 shares, 7,809 shares and
3,623 shares, respectively, of restricted Common Stock pursuant to the
Company's 1997 Stock-Based Incentive Plan, such shares were sold for their
aggregate par value of $209.39 and were subsequently registered with the
Securities and Exchange Commission on the Company's Form S-8 (File No.
333-46657) filed February 20, 1998. On January 16, 1998, the Operating
Partnership issued 52,724 OP Units to the Prior Owner of Mystic Creek Golf
Club for its interest in Mystic Creek Golf Club. On February 1, 1998, the
Operating Partnership issued 227,347 OP Units to the Prior Owner of Emerald
Dunes Golf Course for its interest in Emerald Dunes Golf Course, of these 9,
259 were designated Class B Partnership Units, a newly created series of OP
Units described below. OP Units may generally be redeemed by their holder
one year after issuance for cash or, at the option of the Company, shares of
Common Stock on a one-for-one basis. These issuances were effected in
reliance upon an exemption from registration under Section 4(2) of the
Securities Act as a transaction not involving a public offering.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1998

ITEM 2. CHANGES IN SECURITIES (CONT'D)

TERMS OF CLASS B OP UNITS

As of February 1, 1998, the Operating Partnership adopted the First
Amendment to the First Amended and Restated Agreement of Limited Partnership
of the Golf Trust of America, L.P. (the "Amendment"), which is included as an
exhibit to this Quarterly Report. Among other things, the Amendment created
Class B OP Units as follows:

"There is hereby created Class B Limited Partnership Interests in
the Partnership. The Class B Limited Partnership Interests shall have
the same redemption rights as set forth in Section 8.05 of the
Partnership Agreement. Class B Limited Partnership Units shall not be
entitled to any distributions of cash as set forth in Section 5.02 of
the Partnership Agreement. No income or losses shall be allocated to
the holders of the Class B Limited Partnership Units."

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

ITEM 5. OTHER INFORMATION

Not Applicable.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1998

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following exhibits are part of this quarterly report on Form 10-Q
for the quarterly period ended March 31, 1998 (and are numbered in accordance
with Item 601 of Regulation S-K). Items marked with an asterisk (*) are
filed herewith.

Exhibit No. Description
- ----------- ----------------------------------------------------------------------

3.1 Articles of Amendment and Restatement of the Company, as filed with
the State Department of Assessments and Taxation of Maryland on
January 31, 1997, (previously filed as Exhibit 3.1A to the Company's
Registration Statement on Form S-11 (Commission File No. 333-15965)
Amendment No. 2 (filed January 30, 1997) and incorporated herein by
reference).

3.2* Bylaws of the Company as amended by the Board of Directors on February
16, 1998 and as currently in effect.

10.1.2 First Amendment to the Partnership Agreement, dated as of February 1,
1998 (previously filed as Exhibit 10.1.2 to the Company's Annual
Report on Form 10-K (Commission File No. 000-22091), filed March 31,
1998, and incorporated herein by reference).

10.2.7 Lease, dated January 1, 1998, by and between Golf Trust of America,
L.P., as landlord, and Emerald Dunes - Bonaventure, Inc., as tenant
(previously filed as Exhibit 10.2.7 to the Company's Annual Report on
Form 10-K (Commission File No. 000-22091), filed March 31 1998, and
incorporated herein by reference).

10.2.8 Lease, dated January 16, 1998, by and between Golf Trust of America,
L.P., as landlord, and Mystic Creek Golf Club, Limited Partnership, as
tenant (previously filed as Exhibit 10.2.8 to the Company's Annual
Report on Form 10-K (Commission File No. 000-22091), filed March 31
1998, and incorporated herein by reference).

10.2.9 February 1, 1998, by and between Golf Trust of America, L.P., as
landlord, and Emerald Dunes - West Palm Beach, Inc., as tenant
(previously filed as Exhibit 10.2.9 to the Company's Annual Report on
Form 10-K (Commission File No. 000-22091), filed March 31 1998, and
incorporated herein by reference).

10.2.10 Lease, dated March 6, 1998, by and between Sandpiper - Golf Trust LLC,
as landlord, and Sandpiper at SBCR, LLC, as tenant (previously filed
as Exhibit 10.2.10 to the Company's Annual Report on Form 10-K
(Commission File No. 000-22091), filed March 31 1998, and incorporated
herein by reference).

10.2.11 Lease, dated March 9, 1998, by and between Golf Trust of America,
L.P., as landlord, and Granite Ridge, Inc., as tenant (previously
filed as Exhibit 10.2.11 to the Company's Annual Report on Form 10-K
(Commission File No. 000-22091), filed March 31 1998, and incorporated
herein by reference).

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1998

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (CONT'D)

Exhibit No. Description
- ----------- ----------------------------------------------------------------------

10.4.13 Real Property Purchase and Sale Agreement and Escrow Instructions,
dated January 9, 1998, by and between Aradon Corporation, as seller,
and Golf Trust of America, L.P., as buyer (previously filed as Exhibit
10.4.13 to the Company's Annual Report on Form 10-K (Commission File
No. 000-22091), filed March 31 1998, and incorporated herein by
reference).

10.4.14 Contribution and Leaseback Agreement, dated January 23, 1998, by and
between Okeechobee Championship Golf, Inc., as transferor, and Golf
Trust of America, L.P., as transferee (previously filed as Exhibit
10.4.14 to the Company's Annual Report on Form 10-K (Commission File
No. 000-22091), filed March 31 1998, and incorporated herein by
reference).

10.4.15 Purchase and Sale Agreement, dated February 26, 1998 by and between
Persimmon Ridge Golf Group, L.P., as seller, and Golf Trust of
America, L.P., as buyer (previously filed as Exhibit 10.4.15 to the
Company's Annual Report on Form 10-K (Commission File No. 000-22091),
filed March 31 1998, and incorporated herein by reference).

27.1* Financial Data Schedule

* Filed Herewith

SIGNATURES

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

GOLF TRUST OF AMERICA, INC., registrant

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

/S/ W. Bradley Blair, II 5/14/98
- --------------------------------------- -----------------------
W. Bradley Blair, II Date
President, Chief Executive Officer and
Chairman of the Board of Directors

/S/ Scott D. Peters 5/14/98
- --------------------------------------- -----------------------
Scott D. Peters Date
Senior Vice President and
Chief Financial Officer

EXHIBIT INDEX

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

The following exhibits are part of this Quarterly Report on Form 10-Q
(and are numbered in accordance with Item 601 of Regulation S-K). Items
marked with an asterisk (*) are filed herewith.

Exhibit No. Description
- ----------- ----------------------------------------------------------------

3.2* Bylaws of the Company as amended by the Board of Directors on February
16, 1998 and as currently in effect.

10.2.9 Lease, dated February 1, 1998, by and between Golf Trust of America,
L.P., as landlord, and Emerald Dunes - West Palm Beach, Inc., as
tenant (previously filed as Exhibit 10.2.9 to the Company's Annual
Report on Form 10-K (Commission File No. 000-22091), filed March 31
1998, and incorporated herein by reference).

10.4.14 Contribution and Leaseback Agreement, dated January 23, 1998, by and
between Okeechobee Championship Golf, Inc., as transferor, and Golf
Trust of America, L.P., as transferee (previously

filed as Exhibit 10.4.14 to the Company's Annual Report on Form 10-K
(Commission File No. 000-22091), filed March 31 1998, and incorporated
herein by reference).

27.1* Financial Data Schedule

* Filed Herewith