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, 1999.

/ / 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 14, 1999 there were 7,726,956 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, 1999

INDEX

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS PAGE
Consolidated Balance Sheets as of March 31, 1999
and December 31, 1998.............................................. 3
Consolidated Statements of Income for the Three
Months Ended March 31, 1999 and 1998............................... 4
Consolidated Statements of Stockholders' Equity
for the Year Ended December 31, 1998 and the
Three Months Ended March 31, 1999.................................. 5
Consolidated Statements of Cash Flows for the Three
Months Ended March 31, 1999 and 1998............................... 6
Notes to Consolidated Financial Statements........................... 7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS 15

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS 20
ITEM 2. CHANGES IN SECURITIES 21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 22
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 22
ITEM 5. OTHER INFORMATION 22
ITEM 6. EXHIBITS INDEX AND REPORT ON FORM 8-K 23
SIGNATURES 24

GOLF TRUST OF AMERICA, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

MARCH 31, DECEMBER 31,
1999 1998
---------------------------
(UNAUDITED)

ASSETS

Property and equipment:

Land .......................................................... $ 55,471 $ 55,462
Golf course improvements ...................................... 175,632 171,348
Buildings ..................................................... 77,907 77,629
Furniture, fixtures, and equipment ............................ 45,675 44,756
--------- ---------
Total property and equipment .................................... 354,685 349,195
Less accumulated depreciation ................................. 29,722 25,695
--------- ---------
Property and equipment, net ..................................... 324,963 323,500
--------- ---------
Mortgage notes receivable ....................................... 72,503 72,252

Cash and cash equivalents ....................................... 9,579 1,891
Receivable from affiliates (Note 6) ............................. 1,060 1,030
Other assets .................................................... 12,683 13,308
--------- ---------
Total assets .................................................... $ 420,788 $ 411,981
========= =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Debt ............................................................ $ 217,541 $ 210,634
Accounts payable and other liabilities .......................... 18,957 15,190
--------- ---------
Total liabilities ............................................... 236,498 225,824
--------- ---------
Commitments

Minority interest ............................................... 75,871 76,510
--------- ---------
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,
7,726,956 and 7,637,488 shares issued and outstanding,
respectively ................................................. 77 76
Additional paid-in capital ................................... 121,003 120,253
Dividends in excess of accumulated earnings .................. (4,645) (3,958)
Unamortized restricted stock compensation .................... (2,414) (1,533)
Note receivable from stock sale .............................. (3,298) (3,298)
Loans to officers ............................................ (2,304) (1,893)
--------- ---------
Stockholders' equity ............................................ 108,419 109,647
--------- ---------
Total liabilities and stockholders' equity ...................... $ 420,788 $ 411,981
========= =========

See accompanying notes to consolidated financial statements

GOLF TRUST OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF INCOME

(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1999 MARCH 31, 1998
------------------------------

REVENUES:

Rent from affiliates (Note 6) ........... $ 3,179 $ 3,156
Rent .................................... 7,851 3,638
Mortgage interest ....................... 2,293 2,126
-------- --------
Total revenues ............................ 13,323 8,920
-------- --------
EXPENSES:
Depreciation and amortization ........... 4,011 1,821
General and administrative .............. 1,511 1,156
-------- --------
Total expenses ............................ 5,522 2,977
-------- --------
Operating income .......................... 7,801 5,943
-------- --------

OTHER INCOME (EXPENSE):
Interest income ......................... 133 72
Interest expense ........................ (3,678) (916)
-------- --------
Total other income (expense) .............. (3,545) (844)
-------- --------
Net income before minority interest ....... 4,256 5,099
Income applicable to minority interest .... 1,544 2,018
-------- --------
Net income ................................ $ 2,712 $ 3,081
======== ========

Basic earnings per share .................. $ .35 $ .40
======== ========
Weighted average number of shares - basic . 7,680 7,632
======== ========
Diluted earnings per share ................ $ .35 $ .39
======== ========
Weighted average number of shares - diluted 7,725 7,826
======== ========

See accompanying notes to consolidated financial statements

GOLF TRUST OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(IN THOUSANDS)
(UNAUDITED)

NOTE
ADDITIONAL RECEIVABLE TOTAL
COMMON STOCK PAID-IN RETAINED UNEARNED FROM STOCK LOANS TO STOCKHOLDERS'
SHARE AMOUNT CAPITAL EARNINGS COMPENSATION SALE OFFICERS EQUITY
-----------------------------------------------------------------------------------------------

BALANCE, January 1, 1998 ........... 7,611 $76 $127,488 $1,774 $(1,713) $(3,298) - $124,327
Issuance of restricted stock........ 21 - 607 - (607) - - -

Issuance of shares of option
exercise and employee stock
purchase plans...................... 5 - 159 - - - - 159

Amortization of restricted stock
compensation ....................... - - - - 787 - - 787
Loans to officers................... - - - - - - (1,893) (1,893)
Adjustments for minority interest in
operating partnership............... - - (8,001) - - - - (8,001)
Dividends........................... - - - (16,338) - - - (16,338)
Net income ......................... - - - 10,606 - - - 10,606
-----------------------------------------------------------------------------------------------
BALANCE, December 31, 1998.......... 7,637 $76 $120,253 $(3,958) $(1,533) $(3,298) $(1,893) $109,647
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Issuance of restricted stock........ 44 1 1,000 - (1,001) - - $ -
Amortization of restricted stock.... - - - - 120 - - 120
Adjustment for minority interest in
operating partnership............... - - (1,409) - - - - (1,409)
Conversion of OP Units into common
shares ............................. 41 - 1,117 - - - - 1,117
Loans to officers................... - - - - - - (411) (411)
Issuance of shares of employee stock
purchase plans...................... 2 - 42 - - - - 42
Dividends........................... - - - (3,399) - - - (3,399)
Net income.......................... - - - 2,712 - - - 2,712
-----------------------------------------------------------------------------------------------
BALANCE, March 31, 1999............. 7,724 $77 $ 121,003 $ (4,645) $ (2,414) $ (3,298) $ (2,304) $ 108,419
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------

GOLF TRUST OF AMERICA, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1999 MARCH 31, 1998
------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ......................................... $ 2,712 $ 3,081
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization .................... 4,011 1,856
Loan cost amortization ........................... 170 130
Straight-line interest and rent .................. (319) (332)
Amortization of restricted stock compensation .... 120 153
Income applicable to minority interest ........... 1,544 2,018
Increase in receivable from affiliates ........... (30) (91)
Increase in other assets ......................... 844 (1,857)
Increase in accounts payable and other
liabilities ..................................... 3,767 (192)
-------- --------
Net cash provided by operating activities ............ 12,819 4,766
-------- --------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Golf course acquisitions and improvements .......... (5,201) (81,363)
Increase in mortgage notes receivable .............. (5) (1,005)
-------- --------
Net cash used in investing activities ................ (5,206) (82,368)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of credit ................... 12,000 69,945
Payments on notes and line of credit ............... (5,093) (723)
Loan fees .......................................... (300) --
Loans to officers .................................. (411) --
Redemption of OP Units ............................. (382) --
Distributions to partners .......................... (2,340) (1,906)
Dividends paid ..................................... (3,399) (3,129)
-------- --------
Net cash provided by financing activities ............ 75 64,187
-------- --------
Net increase in cash ................................. 7,688 (13,415)
Cash and cash equivalents, beginning of period ....... 1,891 14,968
-------- --------
Cash and cash equivalents, end of period ............. $ 9,579 $ 1,553
======== ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during the period ..................... $ 3,678 $ 916

NON-CASH INVESTING AND FINANCING TRANSACTIONS
OP Units issued in golf course acquisitions .......... $ -- $ 7,638
Debt acquired with acquisition ....................... $ -- $ 12,927

See accompanying notes to consolidated financial statements

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION AND BASIS OF PRESENTATION

GENERAL

The accompanying consolidated financial statements included the accounts
of Golf Trust of America, Inc. its wholly owned subsidiary corporations and
limited liability companies, and its majority-owned and controlled
partnership ("GTA"). The outside equity interests in the consolidated
partnership not owned and controlled by GTA are reflected as minority
interest in the consolidated financial statements. All significant
intercompany balances and transactions have been eliminated in consolidation.

GTA is a self-administered real estate investment trust ("REIT") formed
to capitalize upon consolidation opportunities in the ownership of upscale
golf courses throughout the United States. We hold our golf course interests
through Golf Trust of America, L.P., a Delaware limited partnership and, in
one instance, through a wholly owned subsidiary of Golf Trust of America,
L.P. Currently, we hold participating interests in 45 golf courses (the "golf
courses"), 41 of which are owned by us and four of which serve as collateral
for a 30-year participating mortgage loan. Of the 41 courses that we own, 39
are held in fee simple and two are held pursuant to long-term ground leases.
The Golf Courses are located in Florida (14), South Carolina (6), Illinois
(3.5), Ohio (3), California (2.5), Michigan (2.5), Georgia (2), Virginia (2),
Nebraska (1.5), Missouri (1.5), Texas (1.5), Alabama, Kansas, Kentucky, North
Carolina, and New Mexico. Golf Course quantities are stated in terms of
18-hole equivalents, such that one 27-hole golf course facility would be
counted as 1.5 golf courses.

Because of the tax rules applicable to REIT's, we cannot operate our
golf courses. Thus, when we acquire a golf course, we lease it back to an
affiliate of the seller or to another qualified operator. In most cases we
prefer to lease the golf course back to the seller's affiliate since we
believe that the seller's familiarity with local conditions and continuity of
management facilitates the golf course's growth and profitability (which we
participate in under certain conditions as described below). However, we also
have developed strong relationships with multi-course operators who lease a
number of our golf courses.

INTERIM STATEMENTS

The accompanying consolidated financial statements for the three months
ended March 31, 1999 and 1998 have been prepared in accordance with generally
accepted accounting principles ("GAAP") and with the instructions to Form
10-Q and Article 10 of Regulation S-X. These financial statements have not
been audited by independent public accountants but include all adjustments
(consisting of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial condition,
results of operations and cash flows for such periods. However, these results
are not necessarily indicative of results for any other interim period or for
the full year. The accompanying consolidated balance sheet as of December 31,
1998 has been derived from the audited financial statements, but does not
include all disclosures required by GAAP.

Certain information and footnote disclosures normally included in
financial statements in accordance with GAAP have been omitted pursuant to
requirements of the Securities and Exchange Commission (the "SEC").
Management believes that the disclosures included in the accompanying interim
financial statements and footnotes are adequate to make the information not
misleading but should be read in conjunction with the consolidated financial
statements and notes thereto included in GTA's annual report of Form 10-K/A
for the year ended December 31, 1998.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

MINORITY INTEREST

The accompanying consolidated balance sheets have been adjusted to
reflect an accounting allocation for reporting purposes from additional paid
in capital to minority interest for the limited partners' percentage interest
in the net assets of the operating partnership. This adjustment had no effect
on earnings per share or results of operations or allocations of net income
to the general and limited partners of the Operating Partnership. The
reallocation at March 31, 1999 and December 31, 1998 was approximately $1.4
million and $8.0 million, respectively.

EARNINGS PER SHARE

The computation of basic earnings per share is computed by dividing net
income by the weighted average number of outstanding common shares during the
period. The computation of diluted earnings per share is based on the
weighted average number of outstanding common shares during the period and
the incremental shares, using the treasury stock method for stock options.
The incremental shares for the three months ended March 31, 1999 and 1998
were 44,000 and 193,000 respectively.

PERCENTAGE RENT AND PARTICIPATING INTEREST

In May 1998, the EITF issued Issue No. 98-9, "Accounting for Contingent
Rent in Interim Financial Periods." This statement provided that recognition
of contingent rental income should be deferred until specified targets that
trigger the contingent rent are achieved. Consequently, we generally will not
recognize percentage rent until the third or fourth quarter of a tenant's
fiscal year, which in some instances may be different than the third and
fourth quarter of the calendar year. This statement applies to all contingent
rental income effective with the second quarter of 1998. On a quarterly
basis, there may be material impact to GTA's earnings per share, financial
condition, and results of operations. Therefore, on an annual basis, there is
no effect to GTA's earnings per share, financial condition, or results of
operations.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

2. LEASES

All of our golf course leases are participating leases that require the
lessees to make payments of a fixed amount of base rent and a variable amount
of additional rent based on growth in revenue at the golf course.
Participating rent will generally be paid 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. The base rent
generally increases annually by the lesser of 3% to 5% or a multiple of the
change 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
lease terms. There was no participating rent and participating interest under
the mortgage note receivable for the three months ended March 31, 1999
compared to $345,000 for the three months ended March 31, 1998. The decrease
in participating rent and participating interest reflects the application of
EITF No. 98-9 and we believe that on an annualized basis the participating
rent and interest should be materially consistent with the prior year.

3. COMMITMENTS

LESSEES

Typically, we lease our 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 up
to a maximum of forty years. From the lease payments, we are generally
required to make available a reserve of 2% to 5% of the annual gross golf
revenue of each course for the replacement and enhancement of the existing
facilities. These reimbursements are allocated between short and long term
categories and therefore the balance (at March 31, 1999, and 1998 $1,500,000
and $235,000 respectively) may not be currently available to the lessees.

Under certain circumstances, the underlying base rent for a course will
be increased when GTA agrees to pay for significant capital improvements or
for expansion of the existing facilities. Of our $15.7 million capital
improvement commitments, approximately $5.5 million has been funded to date.

In limited circumstances we agree to provide working capital loans to
existing lessees. Working capital loans are evidenced by promissory notes or
as set forth in the lease agreement and bear interest at fixed rates between
9.0% and 10.5%. Of our $7.8 million working capital commitments,
approximately $3.5 million has been funded to date. Typically, we require the
lessee to increase the pledged collateral for the funded amounts.

In summary, we have currently funded $9.0 million of these commitments,
and subject to certain conditions, and we anticipate funding an additional
$14.5 million over the next three years.

In addition, we are engaged in preliminary negotiations with the lessee
of one of the golf courses to increase the aggregate amount of the capital
improvement and working capital loans from $11.0 million to up to $22.0
million, any agreement will be subject to Board approval.

We have agreed to maintain minimum loan balances of approximately $17.2
million for up to ten years to accommodate certain prior owners' efforts to
minimize certain adverse tax consequences associated with the contribution of
their courses to GTA.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. DEBT

Debt consists of the following:

- ----------------------------------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
(IN THOUSANDS) 1999 1998
- ----------------------------------------------------------------------------------------------------------

REVOLVING CREDIT FACILITY

$125.0 million unsecured revolver with weighted average interest rates $125,000 $125,000
of 6.7% maturing February 2001
- ----------------------------------------------------------------------------------------------------------
BRIDGE LOAN

$100.0 million unsecured with weighted average interest rates of 6.7% 79,925 $67,925
maturing April 1999
- ----------------------------------------------------------------------------------------------------------
NOTES PAYABLE

Secured financing with net book value of the properties of $21.2 million 12,616 $17,709
with interest rates of 8.75% maturing in November 2016
- ----------------------------------------------------------------------------------------------------------
TOTAL $217,541 $210,634
- ----------------------------------------------------------------------------------------------------------

REVOLVING CREDIT FACILITY AND BRIDGE LOAN

As of April 6, 1999 GTA has amended and restated its unsecured Revolving
Credit Facility ("Credit Facility") to $200.0 million with a consortium of
banks led by NationsBank N.A., as agent. GTA pays interest only on the Credit
Facility with the principal balance due in April 2002. Borrowings typically
bear interest at an adjusted Eurodollar rate plus an applicable margin. The
applicable margin (between 1.50% and 2.00%) is subject to adjustment based
upon certain leverage ratios. At March 31, 1999, all amounts outstanding
under the Credit Facility (and Bridge Loan as discussed below) were based on
the Eurodollar rate and a margin of 1.75%.

Prior to this amendment and restatement GTA had a $125.0 million
unsecured Credit Facility and a $100.0 million Bridge Loan (the "Bridge
Loan"). The Bridge Loan was obtained on July 9, 1998 with NationsBank N.A.
and Bank of America National Trust and Savings Association and had the same
interest rates and covenant requirements as the then existing $125.0 million
Credit Facility. The amended and restated Credit Facility replaced the Bridge
Loan.

The Credit Facility availability is limited to an unencumbered pool
calculation including a 20% limitation 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, loan to officers and changes in the Board of Directors. At the
present time, these covenants have been met.

In addition to the amended and restated Credit Facility, GTA also
obtained a $25.0 million dollar unsecured line of credit from NationsBank
N.A. which may be incorporated into the $200.0 million Credit Facility at a
later date. The terms are essentially the same as the Credit Facility, except
for the term, which is one year.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

4. DEBT (CONTINUED)

DEBT MATURITIES

After the amendment and restatement of the Credit Facility aggregate
maturities of long-term debt for each of the five years following March 31,
1999 are as follows:

---------------------------------
(In thousands) Amount

1999 $ 233
2000 $ 5,260
2001 $ 365
2002 $200,398
2003 $ 435
2004 $ 474
Thereafter $ 10,376
---------------------------------

INTEREST RATE SWAP AGREEMENT

In September 1998, we entered into an interest rate swap agreement with
NationsBank N.A. to reduce the impact of changes in interest rates on our
floating rate Credit Facility. The agreement matures in February 2000 and has a
total notional amount of $76,800,000. The swap agreement effectively converts a
portion of our floating rate debt to a fixed rate. We pay NationsBank a fixed
rate of 5.08% per annum (for an all-inclusive rate of 6.83% for March 31, 1999).
We are exposed to credit loss in the event of nonperformance by NationsBank,
however the we do not anticipate nonperformance.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

5. STOCK OPTIONS AND AWARDS

EMPLOYEE STOCK PURCHASE PLAN

Effective March 1, 1998, we adopted an Employee Stock Purchase Plan
("The Plan") to provide most employees an opportunity to purchase shares of
our 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% of the fair market value of shares at the beginning or ending of such
six-month period. The Plan expires on February 28, 2008. A total of 250,000
shares will be available for purchase under this plan. In January 1999, an
additional 1,768 shares were issued. Compensation expense related to the Plan
was $4,000 for 1999.

RESTRICTED STOCK

During the three months ended March 31, 1999 and 1998, GTA granted
44,000 and 20,939 shares, respectively, of restricted stock to employees
under the GTA's 1998 and 1997 Stock-Based Incentive Plans. The market value
of the restricted stock grants in 1999 and 1998 totaled $1,001,000 and
$607,000 respectively. Unearned compensation is being amortized to expense
over the vesting period, which ranges from three to five years. Such expense
amounted to approximately $120,000 and $153,000 for the three months ended
March 31, 1999 and 1998, respectively. During 1998, the Compensation
Committee accelerated the vesting of 6,685 shares of restricted stock that
would have vested in 1999.

LOANS TO OFFICERS

In 1997, the Board of Directors of GTA approved a Company Policy, which
has subsequently been amended and restated by the Board, on loans to
executive officers and certain key employees relating to purchases of GTA
Common Stock (the "Loan Program"). Pursuant to the Loan Program, GTA may lend
amounts to certain GTA executive officers for one or more of the following
purposes: (1) to finance the purchase of Common Stock by certain executive
officers on the open market at the then-current market prices and (2) to
finance an executive officer's payment of the exercise price to purchase
shares of Common Stock granted to such employees under GTA's option plans or
(3) to finance the annual tax liability of certain executive officers related
to the vesting of shares of Common Stock which constitute a portion of a
restricted stock award granted to such employees under GTA's option plans.
The maximum aggregate amount GTA may loan to an executive officer is
determined on a case-by-case basis by the Compensation Committee. Shares of
Common Stock which are the subject of a loan serve as collateral for the note
until the note has been paid in full. Each note bears interest at the
applicable federal rate, as established by the Internal Revenue Service in
effect on the date of the note. Interest is paid on an annual basis and
varies from 4.4% - 6.0%. The note balance will generally be repaid through
application of the proceeds related to the collateral stock. Each note
becomes due and payable in full on the fifth anniversary of the respective
note. As of March 31, 1999 GTA had issued loans in the amount of $2,304,000
and had a remaining commitment of $850,000.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

6. TRANSACTIONS WITH AFFILIATE AND SIGNIFICANT LESSEE

Legends Golf is a significant lessee of the golf courses in the GTA'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 GTA 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) 1999 1998
--------------------------------------------------------------------------------------------------
(UNAUDITED)

Current assets $ 4,870 $ 2,978
Non-current assets 21,633 20,650
-------- --------
Total assets $ 26,503 $ 23,628
======== ========

Payable to Golf Trust of America, LP $ 1,060 $ 1,030
Other current liabilities 1,182 1,340
Total long-term liabilities 24,084 20,916
Total owners' equity 177 342
-------- --------

Total liabilities and owners' equity $ 26,503 $ 23,628
======== ========

FOR THE THREE MONTHS ENDED MARCH 31,
(IN THOUSANDS) 1999 1998
---------------------------------------------------------------------------------------------------
(UNAUDITED) (UNAUDITED)

Total Revenues $ 5,751 $ 5,299
Operating Loss $ (559) $ (1,170)
Net Income $ 582 $ 279

Total revenues from golf course operations for Legends Golf increased by
$.5 million or 8.5% to $5.8 million for the three months ended March 31,
1999. The increase was primarily attributed to increased greens fees and cart
fees at the Myrtle Beach area courses resulting from an average 11% increase
in rounds played.

Operating loss decreased by $.6 million to $.6 million for the three
months ended March 31, 1999 compared to $1.2 million for the corresponding
period in 1998. The increase is primarily due to the increase in revenues.
Net income was $.6 million for the three months ended March 31, 1999 compared
to $.3 million for the three months ended March 31, 1998 primarily due to the
increased operating income net of the reduction of the equity in earnings of
Golf Trust of America, LP.

GOLF TRUST OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

7. SUBSEQUENT EVENTS

PAYMENT OF DIVIDENDS

On March 15, 1999, the Board of Directors declared a quarterly dividend
distribution of $.44 per share for the quarter ended March 31, 1999, to
stockholders of record on March 31, 1999, which was paid on April 15, 1999.

OFFERING OF SERIES A PREFERRED STOCK AND SERIES B OP UNITS

On April 2, 1999, GTA completed a registered public offering of 800,000
shares of GTA's 9.25% Series A Cumulative Convertible Preferred Stock, par
value $0.01 per share ("Series A Preferred Stock"), at a price of $25.00 per
share to a single purchaser, AEW Targeted Securities Fund, L.P.

Dividends on the Series A Preferred Shares are cumulative from the date
of original issue and are payable quarterly in arrears, when, and as if
declared by the Board of Directors, on the 15th day of January, April, July
and October, commencing on July 15, 1999. Such dividends will be in an amount
per share equal to the greater of (i) $0.578125 per quarter (or $2.3125 per
annum)(equal to a annual rate of 9.25% of the $25 price per share) or (ii)
the cash dividend paid or payable on the number of Common Shares into which a
Series A Preferred Share is then convertible (determined on each of the
quarterly dividend payment dates referred to above). The initial dividend for
the quarter in which the closing of this offering occurred will be prorated
based on the number of days between issuance of the shares and June 30, 1999,
the final day of the fiscal quarter.

The Series A Preferred Stock is convertible, in whole or in part, at the
option of the holder at any time, unless previously redeemed, into Common
Stock at a conversion price of $26.25 per Common Share (equivalent to an
initial conversion rate of approximately 0.95238 Common Share per Series A
Preferred Share), subject to adjustment in certain circumstances.

Except in certain circumstances relating to preservation of the GTA's
status as a "REIT", the Series A Preferred Shares are not redeemable at the
GTA's option prior to April 2, 2004. On and after such date, the Series A
Preferred Shares will be redeemable, in whole but not in part, at the option
of GTA on 20 days' notice for a cash payment equal to $25.00 plus accrued and
unpaid dividends (whether or not declared) to the redemption date without
interest, plus a premium initially equal to 4% of such sum and thereafter
declining by 1% each year so that the premium is zero on and after April 2,
2008. The offering of the Series A Preferred Stock was made pursuant to a
Prospectus Supplement dated April 2, 1999 relating to the Prospectus dated
June 5, 1998, which is a part of GTA's registration statement on Form S-3
(File No. 333-56251).

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1999

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW AND FORMATION

Golf Trust of America, Inc. conducts business through Golf Trust of
America, L.P. of which we owns a 59.4% interest through our two wholly owned
subsidiaries and is the general partner. Larry D. Young, a director of GTA,
along with his affiliates owns 28.7% 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 GTA.

"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 our expectations concerning
future events including the following: statements regarding GTA's continuing
ability to target and acquire high quality golf courses; the expected
availability of the Credit Facility and other debt and equity financing; the
lessees' future cash flows, results of operations and overall financial
performance; the expected tax treatment of our operations; our beliefs about
continued growth in the golf industry. Because of the foregoing factors, the
actual results achieved by GTA 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 and Notes thereto appearing elsewhere in this report and
with GTA's Annual Report for 1998 on Form 10-K.

GTA was formed to capitalize upon consolidation opportunities in the
ownership of upscale golf courses in the United States. Our 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. We have 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 our election, for shares of Common Stock on a
one-for-one basis. When we acquire a golf course in exchange for OP Units, in
most instances the seller of the course does not recognize income until it
exercises the redemption right. OP Units can thus provide an attractive
tax-deferred sale structure for golf course sellers. We believe we have a
distinct competitive advantage in the acquisition of upscale golf courses,
including those which might not otherwise be available for purchases, because
of our utilization of a multiple independent lessee structure, our
substantial industry knowledge, experience, and relationships within the golf
community, our strategic alliances with prominent golf course operators and
our ability to issue OP Units to golf course owners on a tax-deferred basis.

REVENUE GROWTH

Our 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 us in determining the initial base rent. Base rent will
generally increase each year by the base rent escalator during the first five
years of the lease term, generally equal to the lesser of 3% to 5% or a
multiple of the change in the CPI over the prior year. Annual increases in
lease payments are generally limited to a maximum of 5% to 7% for the first
five years of the lease term.

We believe 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, we believe 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.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1999

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998

For the three months ended March 31, 1999 and 1998, GTA received
$13,323,000 and $8,920,000 in revenue from the participating leases and the
mortgage note receivable. The increase in revenues is due to (1) minimum
increases of approximately $223,000, (2) a full quarter of operations for
1999 for 1998 acquisitions resulting in $1,013,000 in additional rental
revenue (3) rent from new course acquisitions of $3,345,000, (4) $167,000 of
additional interest from the mortgage note receivable reflecting increased
principal outstanding and minimum increases under the mortgage note and (5)
the decrease in participating rent of $345,000.

Expenses totaling $9,067,000 and $3,821,000 for the three months ended
March 31, 1999 and 1998 respectively reflect depreciation and amortization,
general and administrative expenses and interest expense. The increase
reflects additional depreciation of $2,190,000 for the 1998 acquisitions and
additional general and administrative costs of $355,000, including increased
loan amortization of $50,000 and increased administrative costs of $305,000.
Interest expense was $3,678,000 for the three months ended March 31, 1999
compared to $916,000 for the three months ended March 31, 1998 due to the
increased leverage required to fund over $200.0 million in acquisitions for
1998.

For the three months ended March 31, 1999 and 1998 net income was
$2,712,000 and $3,081,000, respectively. The decrease in net income is
primarily the result of the initial start-up costs incurred in connection
with the significant acquisitions in 1998.

LIQUIDITY AND CAPITAL RESOURCES OF THE COMPANY

Cash flow from operating activities for the three months ended March 31,
1999 and 1998 was $12,819,000 and $4,766,000, respectively. This reflects net
income before minority interest, plus noncash charges to income for
depreciation, loan cost amortization, straight line rents and interest and
working capital changes. Our investing activities reflect course improvements
and capital replacement reserve costs of $5,206,000 for the first three
months of 1999 which included the $3.3 million completion of an additional
nine holes at Northgate Country Club, compared to advances on our mortgage
note receivable related to the Westin Innisbrook facility of $1,005,000 and
the cash portion of our golf course acquisitions of $81,363,000 for the first
three months of 1998. During first quarter of 1998 we acquired six courses
for a total investment of $100,100,000 including $12,927,000 of assumed
indebtedness and $7,638,000 in the issuance of OP Units. During the first
three months of 1999 our financing activities netted to $75,000. We borrowed
$12,000,000 under the Credit Facility, repaid notes of $5,093,000, paid loan
costs associated with the amendment and restatement of the Credit Facility of
$300,000, made new officer loans of $411,000 and paid dividends and partner
distributions of $5,739,000 for the three months ended March 31, 1999. This
compares to $64,187,000 of financing activities for 1998 including net
borrowings of $69,222,000 less payment of dividends and partner distributions
of $5,035,000 for the three months ended March 31, 1998.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1999

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

We have agreed to maintain a minimum loan balance of approximately $17.2
million for up to ten years to accommodate certain prior owners' efforts to
minimize certain adverse tax consequences from their contribution of their
courses to GTA.

GTA intends to invest in additional golf courses as suitable
opportunities arise, but we will not undertake investments unless adequate
sources of financing are available. We anticipates that future acquisitions
would be funded with debt financing provided by the Credit Facility, the
issuance of OP Units or with proceeds of additional equity offerings. In the
future, we may negotiate additional credit facilities or issue corporate debt
instruments. Any debt issued or incurred by GTA 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, we currently have no binding agreement to acquire any
additional golf courses. We are in active negotiations regarding the
acquisition of additional golf courses.

We have on file with the Securities and Exchange Commission a universal
shelf registration statement on one authorizing the issuance of debt
securities, common stock, preferred stock or depository shares representing
preferred stock of GTA as well as resales of securities issued upon
redemption of certain OP Units by their holders, with a remaining
availability of approximately $280.0 million. The exact amount of debt,
common stock, preferred stock, and depository shares representing preferred
stock issued will depend on acquisitions, asset shares, GTA's unsecured debt
and preferred stock ratings, and the general interest rate environment.

Our acquisition capabilities are enhanced by its existing capital
structure. We generally intend to maintain a capital structure with
consolidated indebtedness representing no more than 50% of our total
capitalization, although we have no express limitation on our ability to
incur indebtedness.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1999

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

COMMITMENTS

Typically, we lease our 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 up
to forty years. From the lease payments, we are generally required to make
available a reserve of 2% to 5% of the annual gross golf revenue of each
course for the replacement and enhancement of the existing facilities. These
reimbursements are allocated between short and long term categories and
therefore the balance (at March 31, 1999, and 1998 $1,500,000 and $235,000
respectively) may not be currently available to the lessees.

In limited circumstances we agree to provide working capital loans to
existing lessees. Working capital loans are evidenced by promissory notes or
as set forth in the lease agreement, require appropriate collateral and bear
interest at fixed rates between 9.0% and 10.5%. Of our $7.8 million working
capital commitments, approximately $3.5 million has been funded to date.
Typically, we require the lessee to increase the pledged collateral for the
funded amounts.

In summary, we have currently funded $9.0 million of these commitments,
and subject to certain conditions, anticipates it will fund an additional
$14.5 million over the next three years.

In addition, we are engaged in preliminary negotiations with a lessee of
one of the golf courses to increase the aggregate amount of the capital
improvement and working capital loan from $11.0 million to up to $22.0
million, any agreement will be subject to Board approval. Working capital
loans are evidenced by promissory notes or as set forth in the lease
agreement and require appropriate collateral.

GTA has entered into commitments and letters of intent to acquire golf
courses and related facilities valued at approximately $20.0 million. GTA is
in the 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 GTA will
continue to pursue or complete the acquisition of any of these golf course
acquisitions.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1999

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FUNDS FROM OPERATIONS AND CASH AVAILABLE FOR DISTRIBUTION

GTA considers Funds From Operations ("FFO") as an appropriate measure of
performance of an equity REIT. In accordance with the resolution adopted by
the Board of Governors of the National Association of Real Estate Investment
Trusts, Inc. ("NAREIT"), FFO 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. FFO 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. FFO does not reflect working capital
changes, cash expenditures for capital improvements or principal payments on
indebtedness. We believe that FFO 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 GTA's ability to incur and service debt and
make capital expenditures. Compliance with the NAREIT definition of FFO is
voluntary. Accordingly, GTA's calculation of funds from operations in
accordance with the NAREIT definition may be different than similarly titled
measures used by other REITs.

Cash available for distribution ("CAD") is defined as FFO less capital
expenditures funded by operations and straight line rent and interest
payments. GTA believes that in order to facilitate a clear understanding of
the consolidated historical operating results of GTA, FFO and CAD should be
examined in conjunction with net income as presented in the consolidated
financial statements and data included elsewhere in this report.

FFO and CAD for the three months ended March 31, 1999 and 1998
presented on a historical basis are summarized in the following table:

THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1998
-----------------------------
(UNAUDITED) (UNAUDITED)

Income before minority interest .................... $ 4,256 $ 5,099
Depreciation and amortization for real estate
assets ............................................ 4,011 1,821
------- -------
Funds from Operations .............................. 8,267 6,920

Adjustments:
Non-cash mortgage interest and rent .............. (319) (332)
Capital expenditure reserve ...................... (593) (235)
------- -------
Cash Available for Distribution .................... 7,355 6,353
======= =======

Non-cash mortgage and rent interest revenue represents the difference
between revenue on the participating mortgage reported by the Company in
according with GAAP and the actual cash payment to be received by GTA. The
participating leases generally require GTA to reserve annually between 2.0%
and 5.0% of the gross golf revenues of the golf courses to fund a capital
replacement reserve. The lessees will fund any capital expenditures in excess
of such amounts.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1999

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not Applicable.

ITEM 2. CHANGES IN SECURITIES

RECENT SALES OF UNREGISTERED SECURITIES

On March 25, 1999, the Compensation Committee awarded to W. Bradley
Blair, II, David Dick Joseph and Scott D. Peters, 20,000 shares, 10,000
shares and 14,000 shares, respectively, of restricted Common Stock pursuant
to GTA's 1998 Stock-Based Incentive Plan, such shares were sold for their
aggregate par value of $440.00. GTA is considering registering these shares
with the Securities and Exchange Commission on Form S-8. OP Units may
generally be redeemed by their holder one-year after issuance for shares of
Common Stock on a one-for-one basis or at the option of GTA for cash. 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, 1999

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. CHANGES IN SECURITIES (CONT'D)

TERMS OF SERIES A PREFERRED SECURITIES

On April 2, 1999, Golf Trust of America, Inc. (the "Company") completed
a registered public offering of 800,000 shares of GTA's 9.25% Series A
Cumulative Convertible Preferred Stock, par value $0.01 per share ("Series A
Preferred Stock"), at a price of $25.00 per share to a single purchaser, AEW
Targeted Securities Fund, L.P.

Except in certain circumstances relating to preservation of GTA's status
as a real estate investment trust ("REIT"), the Series A Preferred Shares are
not redeemable at GTA's option prior to April 2,2004. On and after such date,
the Series A Preferred Shares will be redeemable, in whole but not in part,
at the option of GTA on 20 days' notice for a cash payment equal to $25.00
plus accrued and unpaid dividends (whether or not declared) to the redemption
date without interest, plus a premium initially equal to 4% of such sum and
thereafter declining by 1% each year so that the premium is zero on and after
April 2, 2008. The offering of the Series A Preferred Stock was made pursuant
to a Prospectus Supplement dated April 2, 1999 relating to the Prospectus
dated June 5, 1998, which is a part of GTA's registration statement on Form
S-3 (File No. 333-56251).

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1999

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

The annual meeting of stockholders of GTA was held on May 3, 1999. The
matters voted upon at the meeting were: (i) the election of two directors to
serve until the 2002 annual meeting of stockholders; and (ii) the approval of
GTA's 1998 Stock-Based Incentive Plan.

The results of the voting for election of Mr. W. Bradley Blair, II and
Mr. Raymond V. Jones to the Board of Directors are as follows:

Authority
Director Shares Cast For Withheld
-------- --------------- --------

W. Bradley Blair, II 6,646,534 28,229
Raymond V. Jones 6,646,284 28,479

In addition to the above directors, the following directors will
continue in office:

Term
Name Expires
------ -------

Mr. Larry D. Young 2000
Mr. Edward L. Wax 2000
Mr. Fred W. Reams 2000
Mr. David Dick Joseph 2001
Mr. Roy C. Chapman 2001

The vote with respect to the approval of GTA's 1998 Stock-Based Incentive
Plan was as follows:

For: 4,876,692
Against: 543,244
Abstain: 15,729
Broker No Vote: 1,239,098

ITEM 5. OTHER INFORMATION

Not Applicable.

GOLF TRUST OF AMERCIA, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED MARCH 31, 1999

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 1999 (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.

10.1.1* Amended and Restated Credit Agreement dated as of March 31, 1999
by and among Golf Trust of America, L.P., as Borrower, the
Guarantors party thereto, the Lenders party thereto, NationsBank,
N.A., as Administrative Agent for the Lenders, NationsBanc
Montgomery Securities LLC, as Sole Lead Arranger and Book Manager,
First Union National Bank, as Syndication Agent and BankBoston,
N.A., as Documentation Agent

10.2 Registration Rights Agreement, dated April 2, 1999, by and between
Golf Trust of America, Inc. and AEW Targeted Securities Fund, L.P.
(incorporated by reference to Exhibit 3.2 of the Company's Current
Report on Form 8-K dated April 2, 1999 and filed by the Company on
April 13, 1999).

10.3 Designation of Series A Preferred OP Units of Golf Trust of
America, L.P., dated April 2, 1999 (which designation has been
entered as Exhibit D2 to the First Amended and Restated Agreement
of Limited Partnership of Golf Trust of America, L.P. (the
"Partnership Agreement"), dated February 12, 1997 (which was
included as Exhibit 10.1 to the Company's Annual Report on Form
10-K filed March 31, 1997) as amended by the First Amendment to
the Partnership Agreement, dated as of February 1, 1998 (which
was included as Exhibit 10.1.2 to the Company's Annual Report on
Form 10-K filed March 31, 1998)).

27.1* Financial Data Schedule

* Filed with this quarterly report.

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 5/14/99
- ------------------------------------- -------------------------
W. Bradley Blair, II Date
President, Chief Executive Officer and
Chairman of the Board of Directors

/S/ Scott D. Peters 5/14/99
- ------------------------------------- -------------------------
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
- ----------- ---------------------------------------------------------------

3.1 Articles Supplementary of the Company relating to the Series A
Preferred Stock, as filed with the State Department of Assessments
and Taxation of the State of Maryland on April 2, 1999
(incorporated by reference to Exhibit 3.1 of the Company's Current
Report on Form 8-K dated April 2, 1999 and filed by the Company on
April 13, 1999).

4.1 Form of Share Certificate for the Series A Preferred Stock
(incorporated by reference to Exhibit 3.2 of the Company's Current
Report on Form 8-K dated April 2, 1999 and filed by the Company on
April 13, 1999).

27.1* Financial Data Schedule

* Filed with this quarterly report.