SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12

STRATFORD AMERICAN CORPORATION
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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STRATFORD AMERICAN CORPORATION

2400 EAST ARIZONA BILTMORE CIRCLE, BUILDING 2, SUITE 1270
PHOENIX, ARIZONA 85016

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 30, 2004

To the Stockholders of Stratford American Corporation:

The 2004 Annual Meeting of Stockholders of Stratford American Corporation,
an Arizona corporation (the "Company"), will be held at Stratford American
Corporation, 2400 East Arizona Biltmore Circle, Building 2, Suite 1270, Phoenix,
Arizona 85016, on Wednesday June 30, 2004 at 2:00 p.m., Mountain Standard Time,
for the following purposes:

1. To elect six directors to the Board of Directors;

2. To consider and act upon a proposal to ratify the appointment of KPMG,
LLP as the Company's independent public accountants for the fiscal
year ending December 31, 2004; and

3. To transact such other business as may properly come before the
meeting.

Only Stockholders of record at the close of business on May 14, 2004 are
entitled to notice of and to vote at the Annual Meeting. Holders of Common Stock
as of such date are entitled to vote on all of the above proposals. Shares can
be voted at the meeting only if the holder is present or represented by proxy. A
list of Stockholders entitled to vote at the Annual Meeting will be open for
inspection at the Annual Meeting and will be open for inspection at the offices
of Stratford American Corporation, 2400 East Arizona Biltmore Circle, Building
2, Suite 1270, Phoenix, Arizona 85016, during ordinary business hours for ten
days prior to the meeting.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING. TO ASSURE
YOUR REPRESENTATION AT THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
MAIL THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.

By Order of the Board of Directors,

Daniel E. Matthews, Secretary

Phoenix, Arizona
May 31, 2004

PROXY STATEMENT
OF
STRATFORD AMERICAN CORPORATION

2400 EAST ARIZONA BILTMORE CIRCLE, BUILDING 2, SUITE 1270
PHOENIX, ARIZONA 85016

-----------------

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Stratford American Corporation, an Arizona corporation
(the "Company"), of proxies for use at the 2004 Annual Meeting of Stockholders
to be held on June 30, 2004, at 2:00 p.m., Mountain Standard Time. The Annual
Meeting will be held at Stratford American Corporation, 2400 East Arizona
Biltmore Circle, Building 2, Suite 1270, Phoenix, Arizona 85016.

This Proxy Statement and the accompanying form of proxy are being first
mailed to Stockholders on or about May 31, 2004. The Stockholder giving the
proxy may revoke it at any time before it is exercised at the meeting by: (i)
delivering to the Secretary of the Company a written instrument of revocation
bearing a date later than the date of the proxy; (ii) duly executing and
delivering to the Secretary a subsequent proxy relating to the same shares; or
(iii) attending the meeting and voting in person (attendance at the meeting will
not in and of itself constitute revocation of a proxy). Any proxy which is not
revoked will be voted at the Annual Meeting in accordance with the Stockholder's
instructions. If a Stockholder returns a properly signed and dated proxy card
but does not mark any choices on one or more items, his or her shares will be
voted in accordance with the recommendations of the Board of Directors as to
such items. The proxy card gives authority to the proxies to vote shares in
their discretion on any other matter properly presented at the Annual Meeting.

Proxies will be solicited from the Company's Stockholders by mail. The
Company will pay all expenses in connection with the solicitation, including
postage, printing and handling, and the expenses incurred by brokers,
custodians, nominees and fiduciaries in forwarding proxy material to beneficial
owners. It is possible that directors, officers and regular employees of the
Company may make further solicitation personally or by telephone, telegraph or
mail. Directors, officers and regular employees of the Company will receive no
additional compensation for any such further solicitation.

Only holders (the "Stockholders") of the Company's Common Stock, $0.01 par
value (the "Common Stock"), at the close of business on May 14, 2004 (the
"Record Date"), are entitled to notice of, and to vote at, the Annual Meeting.
As of April 29, 2004, there were 11,078,105 shares of Common Stock outstanding.
Each share of Common Stock is entitled to one vote on each matter to be
considered at the Annual Meeting. A majority of the outstanding shares of Common
Stock, present in person or represented by proxy at the Annual Meeting, will
constitute a quorum for the transaction of business at the Annual Meeting.

The affirmative vote of holders of a majority of the outstanding shares of
Common Stock of the Company entitled to vote and present in person or by proxy
at the Annual Meeting is required for approval of Proposals One and Two. It is
expected that shares held by officers and directors of the Company, which in the
aggregate represent approximately 29.9% of the outstanding shares of Common
Stock, will be voted in favor of each of Proposals One and Two. Votes that are
withheld will have the effect of a negative vote. Abstentions may be specified
on all proposals. Abstentions are included in the determination of the number of
shares represented for a quorum. Abstentions will have the effect of a negative
vote on a proposal. Broker non-votes are not counted for purposes of determining
whether a quorum is present or whether a proposal has been approved. With regard
to the election of directors, votes may be cast in favor of or withheld from
each nominee. Stockholders voting on the election of directors may cumulate
their votes and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which the
Stockholder's shares are entitled, or may distribute their votes on the same
principle among as many candidates as they choose, provided that votes cannot be
cast for more than the total number of directors to be elected at the meeting.
As indicated in the proxy accompanying this Proxy Statement, discretionary power
to cumulate votes is being solicited. In order to cumulate votes, at least one
Stockholder must announce, prior to the casting of votes for the election of

directors, that he or she intends to cumulate votes. Proxies will be tabulated
by the Company with the assistance of the Company's transfer agent. The Company
will, in advance of the Annual Meeting, appoint one or more Inspectors of
Election to count all votes and ballots at the Annual Meeting and make a written
report thereof.

SECURITY OWNERSHIP OF CERTAIN PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information, as of April 29, 2004,
with respect to the number of shares of the Company's Common Stock beneficially
owned by individual directors and director nominees, by all directors and
officers of the Company as a group and by persons known to the Company to own
more than 5% of the Company's Common Stock. Unless otherwise indicated below, to
the Company's knowledge, all persons below have sole voting and investment power
with respect to their shares, except to the extent authority is shared by
spouses under applicable law. This information is based upon the Company's
records and the persons' filings with the Securities and Exchange Commission.

Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class(1)
------------------- -------------------- -----------

JDMD Investments, L.L.C.(2) 2,819,524 25.5%
2400 E. Arizona Biltmore Circle
Phoenix, Arizona 85016

The DRD 97 Trust(6) 2,551,189 23.0%
2200 E. River Road, Suite 105
Tucson, Arizona 85718

Bulgheroni SPA 1,396,700 12.6%
Via Buccan 33
21056 Induno Olona (VA) Italy

Gerald J. Colangelo(2) 704,881 6.4%
2400 E. Arizona Biltmore Circle
Phoenix, Arizona 85016

David H. Eaton(2)(4)(5) 934,881 8.4%
2400 E. Arizona Biltmore Circle
Phoenix, Arizona 85016

The Eaton Family Trust(2)(5) 769,881 6.9%
2400 E. Arizona Biltmore Circle
Phoenix, Arizona 85016

Mel L. Shultz(2)(4) 869,881 7.9%
2400 E. Arizona Biltmore Circle
Phoenix, Arizona 85016

Richard H. Dozer(3) 53,334 *
401 E. Jefferson Street
Phoenix, Arizona 85004

Dale M. Jensen(2) 704,881 6.4%
26796 N. 98th Way
Scottsdale, Arizona 85262

Mitchell S. Vance(3) 50,000 *
26 Burning Tree Road
Newport Beach, California 92660

All directors, director nominees and 3,317,858 29.9%
officers as a group (6 persons)

- ---------------

* Less than 1%.

(1) Shares of Common Stock subject to options which are currently exercisable
or exercisable within 60 days of April 29, 2004, are deemed outstanding for
computing the percentage of the person holding such options but are not
deemed outstanding for computing the percentage of any other person.
Percentage of ownership is based on 11,078,105 shares of Common Stock
outstanding as of April 29, 2004.

(2) Messrs. Colangelo, Jensen and Shultz and the Eaton Family Trust each own a
25% interest in JDMD Investments, L.L.C. ("JDMD"). Messrs. Colangelo,
Jensen and Shultz and David H. Eaton and Carol E. Eaton, as Trustees of the
Eaton Family Trust, share voting and investment power with respect to the
shares held by JDMD. Accordingly, the number of shares reported for each of
Messrs. Colangelo, Eaton, Jensen and Shultz and the Eaton Family Trust
(excluding options awarded to Messrs. Eaton and Shultz as noted per item
(4) and excluding additional shares owned by the Eaton Family Trust as
noted per item (5), represents 25% of the number of shares owned by JDMD.

(3) Includes options to acquire 50,000 shares of Common Stock with an exercise
price of $.50 and an expiration date of November 9, 2001. In November 2001,
the board extended these options prior to their expiration date with an
exercise price of $.50 for a period of 2 years with a new expiration date
of November 9, 2003. In November 2003, the board extended these options
prior to their expiration date with an exercise price $.50 for a period of
2 years with a new expiration date of November 9, 2005. The fair value on
the extension date was less than the exercise price. The options are
currently exercisable or exercisable within 60 days of April 29, 2004.

(4) Includes options to acquire 165,000 shares of Common Stock currently
exercisable by Messrs. Eaton and Shultz within 60 days of April 29, 2004.

(5) Includes 65,000 shares of Common Stock issued to the Eaton Family Trust,
David H. Eaton and Carol E. Eaton Trustees, in exchange for shares of SA
Oil and Gas Corporation previously owned.

(6) All 2,551,189 shares of Common Stock are owned by The DRD 97 Trust. As
trustees of The DRD 97 Trust, Donald R. Diamond and Joan B. Diamond have
the power to vote, to dispose or direct the shares owned by The DRD 97
Trust.

PROPOSAL ONE:

ELECTION OF DIRECTORS

NOMINEES

The Board of Directors currently consists of six members holding seats to
serve as members until the next Annual Meeting of Stockholders or until their
respective successors are duly elected and qualified, unless they earlier resign
or are removed from office. The Company's Bylaws presently provide for a Board
of Directors of not less than three (3) nor more than fifteen (15) in number,
with the exact number to be fixed as provided in the Company's Bylaws.

The Board of Directors proposes that Gerald J. Colangelo, David H. Eaton,
Mel L. Shultz, Richard H. Dozer, Mitchell S. Vance and Dale M. Jensen be elected
to serve as the members of the Board of Directors. All are currently serving as
directors. A brief description of the business experience of each nominee is set
forth below in the table under the heading "Directors and Executive Officers."
UNLESS OTHERWISE INSTRUCTED, THE PERSONS NAMED IN THE ACCOMPANYING PROXY WILL
VOTE FOR THE ELECTION OF SUCH NOMINEES. All of the nominees have consented to
being named herein and have indicated their intention to serve if elected. If
for any reason any nominee should become unable to serve as a director, the
accompanying proxy may be voted for the election of a substitute nominee
designated by the Board of Directors.

VOTING REQUIREMENTS

The affirmative vote of holders of a majority of the outstanding shares of
Common Stock entitled to vote and present in person or by proxy at the Annual
Meeting is required for approval of the election of directors. Proxies solicited
by the Board of Directors will be voted for approval of the election of
directors. Stockholders are entitled to cumulate their votes with respect to the
election of directors and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which the
Stockholder's shares are entitled, or may distribute their votes on the same
principle among as many candidates as they choose, provided that votes cannot be
cast for more than the total number of directors to be elected. In order to
cumulate votes, at least one Stockholder must announce, prior to the casting of
votes for the election of directors, that he or she intends to cumulate votes.
As is indicated in the proxy, discretionary power to cumulate votes is being
solicited. With regard to the election of directors, votes may be cast in favor
of or withheld from each nominee.

For this purpose, a Stockholder voting through a proxy who abstains with
respect to approval of the election of directors is considered to be present and
entitled to vote on the approval of the election of directors at the meeting,
and is in effect a negative vote, but a Stockholder (including a broker) who
does not give authority to a proxy to vote on the election of directors shall
not be considered present and entitled to vote on the election of directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL ONE.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
directors, director nominees and executive officers of the Company as of April
29, 2004.

NAME AGE POSITION, TENURE AND EXPERIENCE

David H. Eaton 68 Mr. Eaton has served as Chairman of the Board of
Directors of the Company since February 1988,
and as its Chief Executive Officer since June
1988. Mr. Eaton serves as a Director of
Stratford American Resource Corporation
("SARC"), Stratford American Energy Corporation
("SAEC"), Stratford American Gold Venture
Corporation ("SAGVC") and Stratford American Oil
and Gas Corporation ("SAOGC"), as a Director and
Chief Executive Officer of Stratford American
Car Rental Systems, Inc. ("SCRS"), and as a
Director and the President of Stratford American
Properties Corporation ("SAPC").

Gerald J. Colangelo 64 Mr. Colangelo has been a Director of the Company
since April 1989. He is also a Director of SCRS,
SAPC and SAGVC. Mr. Colangelo currently is the
President and Chief Executive Officer of the
Phoenix Suns of the National Basketball
Association, and has been the General Manager of
the Suns since their inception in 1968.
Additionally, Mr. Colangelo currently serves as
the managing general partner of the Arizona
Diamondbacks, a Major League Baseball franchise,
and has served in that position since its
inception in February 1994.

Richard H. Dozer 46 Mr. Dozer has been a Director of the Company
since March 1998. Mr. Dozer joined the Phoenix
Suns Professional Basketball franchise in July
1987 as Business Manager, was promoted to Vice
President and Chief Operating Officer in June
1989, and served in that position until March
1995, when he was named President of the Arizona
Diamondbacks, where he serves today.

Dale M. Jensen 54 Mr. Jensen has been a Director of the Company
since March 1998. Mr. Jensen was the co-founder
and former Executive Vice President of
Information Technology, Inc., a computer
software provider to banks and savings and loan
associations. Mr. Jensen retired from that
position when Information Technology, Inc. was
sold in 1995 and has been managing his personal
investments since that time. Mr. Jensen's
current investment holdings include ranch and
farm properties, oil and gas development and
exploration, real estate development, including
world class golf courses, hotels, restaurants
and convention centers, High Five Entertainment
and an interest in the Phoenix Suns and the
Arizona Diamondbacks.

Mel L. Shultz 53 Mr. Shultz has been a Director and the President
of the Company since May 1987. Prior to 1987,
Mr. Shultz was involved on his own behalf in
real estate development and oil and gas
investment. Mr. Shultz is also a Director and
the President of SCRS, SARC, SAEC, SAGVC, and
SAOGC, and a Director of SAPC.

Mitchell S. Vance 41 Mr. Vance has been a Director of the Company
since July 1998. From February 1993 to March
1998, Mr. Vance was a Partner of Pacific
Mezzanine Investors, a private investment firm
based in Newport Beach, California, which
invests in private equity and debt securities
primarily for leveraged buyouts and for
late-stage venture investments, and manages over
$350 million of capital for eight institutional
limited partners. From 1990 to 1993, Mr. Vance
was a General Partner of Tessler, Geisz and
Vance, a New York based private leveraged buyout
firm. Previously, Mr. Vance was an associate
with the leveraged buyout firm of Levine,
Tessler, Leichtman & Company in Beverly Hills,
California. He began his career as an investment
manager with First Westinghouse Capital
Corporation in Pittsburgh, Pennsylvania. Mr.
Vance has been a board member of Suiza Foods
Corporation, Smarte Carte, Inc. and is currently
a board member of Vantage Mobility
International.

Daniel E. Matthews 53 Mr. Matthews was appointed Treasurer and
Secretary of the Company on December 1, 1999.
Mr. Matthews has been the Controller of the
Company since May 1997 and served as Manager of
Treasury Operations for Express America Mortgage
Corporation from 1992 - 1996. Mr. Matthews is
also the Treasurer and Secretary of SCRS, SARC,
SAEC, SAGVC, SAPC and SAOGC.

BOARD MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 2003 the Board of Directors held
one formal meeting. During the fiscal year ended December 31, 2003, all
incumbent directors attended 75% or more of the aggregate of the total number of
meetings of the Board of Directors (held during the periods for which such
persons were directors) and the total number of meetings held by all committees
of the Board of Directors on which they serve (during the periods that they
served).

It is the Company's policy that it is the responsibility of individual
directors to make themselves available to attend scheduled and special Board
meetings and annual meetings of the Company's stockholders. Two of the Company's
directors as of the date of the 2003 annual meeting of the Company's
stockholders were in attendance for the 2003 annual stockholder meeting.

Stockholders may communicate with the Board, including non-management
directors, by sending a letter to the Stratford American Corporation Board of
Directors, c/o Corporate Secretary, 2400 East Arizona Biltmore Circle, Building
2, Suite 1270, Phoenix, Arizona 85016. All correspondence will be reviewed by
the Corporate Secretary and forwarded directly to the addressee.

AUDIT COMMITTEE

The Board of Directors, as a whole, serves as the Audit Committee. In that
capacity, the Audit Committee meets to review audit plans and activities,
reviews the Company's system of internal financial controls, approves all
significant fees for audit and non-audit services provided by the independent
auditors, and recommends the annual selection of independent auditors. The Audit
Committee has reviewed and discussed the audited financial statements for fiscal
year 2003 with management and representatives of KPMG, LLP. Specifically, the
Audit Committee has reviewed with representatives of KPMG, LLP all matters
required by Statement on Auditing Standards No. 61 (Communications with Audit
Committee). The Audit Committee received the written disclosures and the letter
from KPMG, LLP describing all relationships between KPMG, LLP and the Company
that might bear on KPMG, LLP's independence consistent with Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committee).
The Audit Committee also has reviewed with representatives of KPMG, LLP the

issue of its independence from the Company and management. In addition, in
accordance with the Securities and Exchange Commission's newly promulgated audit
independence requirements, the Audit Committee has considered whether KPMG,
LLP's provision of non-audit services to the Company is compatible with
maintaining the independence of the accountants and has concluded that it is.
Based on its review of the Company's audited financial statements and the
various discussions noted above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2003 for filing
with the Securities and Exchange Commission. The Audit Committee has not
currently adopted a written charter for audit committee purposes. The Audit
Committee consists of all six board members David Eaton, Gerald Colangelo,
Richard Dozer, Dale Jensen, Mel Shultz and Mitchell Vance. Richard Dozer is an
independent director as defined under the National Association of Securities
Dealers' listing standards. The Eaton Family Trust, Gerald Colangelo, Dale
Jensen and Mel Shultz are members of JDMD Investments, LLC. Mitchell Vance is
the son-in-law of David Eaton. David Eaton and Mel Shultz are both officers of
Stratford American Corporation. The Board of Directors has determined that
Richard Dozer qualifies as an "audit committee financial expert" as defined by
the SEC pursuant to the Sarbanes-Oxley Act of 2002. During the fiscal year ended
December 31, 2003, the Board of Directors met four times as the Audit Committee.

COMPENSATION COMMITTEE

The Company does not have a standing Compensation Committee of the Board of
Directors, and the functions typically performed by this committee are performed
by the full Board of Directors. Richard Dozer is an independent director as
defined under the National Association of Securities Dealers' listing standards.
The Eaton Family Trust, Gerald Colangelo, Dale Jensen and Mel Shultz are members
of JDMD Investments, LLC. Mitchell Vance is the son-in-law of David Eaton. David
Eaton and Mel Shultz are both officers of Stratford American Corporation. The
Compensation Committee has not currently adopted a written charter for
compensation committee purposes. The Board, in this capacity, did not meet in
2003.

NOMINATING COMMITTEE

The Company does not have a standing Nominating Committee, and the
functions typically performed by this committee are performed by the full Board
of Directors. Richard Dozer is an independent director as defined under the
National Association of Securities Dealers' listing standards. The Eaton Family
Trust, Gerald Colangelo, Dale Jensen and Mel Shultz are members of JDMD
Investments, LLC. Mitchell Vance is the son-in-law of David Eaton. David Eaton
and Mel Shultz are both officers of Stratford American Corporation. The
Nominating Committee has not currently adopted a written charter for nominating
committee purposes. The Board, as the Nominating Committee, met once in 2003.

In assessing potential nominees, the Board looks for candidates who possess
a wide range of experience, skills, areas of expertise, knowledge and business
judgment, high integrity and demonstrated superior performance or
accomplishments in his or her professional undertakings.

The Board will also consider for nomination as director qualified
candidates suggested by our stockholders. Stockholders can suggest qualified
candidates for nomination as director by writing to our corporate secretary at
2400 East Arizona Biltmore Circle, Building 2, Suite 1270, Phoenix, Arizona,
85016. Submissions that are received that meet the criteria outlined above are
forwarded to the full Board of Directors for further review and consideration.

CODE OF BUSINESS CONDUCT AND ETHICS

The Company has adopted a Code of Business Conduct that applies to all of
its directors, officers and employees. A copy of the code of Business Conduct
and Ethics is attached to this Proxy Statement for stockholder review as Exhibit
A.

COMPENSATION OF DIRECTORS

The Company generally does not compensate its directors for services as
such, but reimburses them for reasonable expenses involved in attending
meetings.

On January 3, 2000 David H. Eaton and Mel L. Shultz were each granted the
option to purchase 95,000 shares of the common stock of the Company at an
exercise price of One Dollar and Twenty-Five Cents ($1.25) per common share. The
fair market value of the common stock on the date of grant was One Dollar and
Twenty-Five Cents ($1.25) per common share. The options were awarded pursuant to
the Company's 1998 Stock Incentive Plan. The options expire on January 3, 2005
and became vested in full as of the date of the grants. All directors are
eligible for awards under the above described Stock Incentive Plan.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to the Chief Executive
Officer and the President of the Company (collectively, the "Named Executive
Officers") for services rendered in all capacities to the Company during the
periods indicated. Compensation for each of the Company's other executive
officers was less than $100,000 during such periods.

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Awards
Name and Principal Annual Compensation Other Annual Securities Underlying
Position Year Ended Salary ($) Compensation Options/SARS (#)
------------------ ---------- ---------- ------------ ----------------------

David H. Eaton 2003 $ 7,921 $ 50,000 0
Chief Executive Officer 2002 $ 7,921 $ 0 0
2001 $ 7,416 $ 0 0

Mel L. Shultz 2003 $ 7,921 $ 50,000 0
President 2002 $ 7,921 $ 0 0
2001 $ 7,416 $ 0 0

The following table provides information on option exercises during 2003 by
the named executive officers and the value of such officers' unexercised options
and SARs at December 31, 2003.

AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND FY-END OPTION/SAR VALUES

Number of securities
underlying Value of unexercised
unexercised in-the-money
options/SARs at options/SARs at
Shares Value FY-end (#) FY-end ($)
acquired on realized exercisable/ exercisable/
Name exercise (#)(1) ($) unexercisable unexercisable(2)
---- --------------- -------- -------------------- ---------------------

David H. Eaton 0 0 165,000/0 0/0

Mel L. Shultz 0 0 165,000/0 0/0

(1) No stock options were exercised in 2003 by the named executive officers.

(2) Calculated based on the difference between the fair market value per share
for the Company's common stock on December 31, 2003, as reported on the OTC
Bulletin Board, and the exercise price.

TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS

The Company has no compensatory plans or arrangements that will result from
the termination of employment of any executive officer or other employee or from
a change of control of the Company or a change in any employee's
responsibilities following a change in control.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and officers, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file with the Securities and Exchange Commission ("SEC") initial reports of
ownership and reports of changes in ownership of the Company's equity
securities. Officers, directors and greater than 10% stockholders are required
by SEC regulations to provide the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, based solely upon a review of the
copies of such reports furnished to the Company and written representations that
no other reports were required, the Company believes that (i) The DRD Trust,
Donald R. Diamond and Joan B. Diamond failed to file on a timely basis two
reports required by Section 16(a) of the Exchange Act that pertain to two
transactions that were not reported on a timely basis, and (ii) the Eaton Family
Trust, David H. Eaton and Carol E. Eaton failed to file on a timely basis one
report required by Section 16(a) of the Exchange Act that pertains to one
transaction that was not reported on a timely basis.

CERTAIN RELATIONSHIPS AND TRANSACTIONS

All transactions between the Company and its officers, directors, principal
shareholders or affiliates have been and will be on terms no less favorable to
the Company than can be obtained from unaffiliated third parties and have been
and will be approved by a majority of the disinterested directors of the
Company.

Issuance of Common Stock. On December 11, 2002, the Company, along with
other investors, completed the purchase of an office building in Scottsdale,
Arizona ("the Property") for $25,484,000. The Property, upon purchase, was
immediately conveyed to Scottsdale Thompson Peak, LLC, a newly formed limited
liability company ("STP"). The Company owns 80% of the membership interests in,
and is the manager of STP. The Company funded the purchase of the Property
through a combination of cash contributions and loan obtained by STP, in the
aggregate amount of $24,300,000. The Company issued a total of 1,200,000 shares
of its common stock to JDMD Investments, LLC, a major shareholder of the
Company, for its agreement to guarantee payment of certain exceptions or carve
outs on a first mortgage of $20,000,000, the guarantee of 50% of a $2,500,000
bank loan, the assignment of all its interests in finding and negotiating the
purchase of a property, and obtaining the mortgage loan and other financing
involved. The market value of the shares at issue date was $0.20 per share.
Gerald Colangelo, Mel Shultz, Dale Jensen and the Eaton Family Trust each own a
25% interest in JDMD Investments, LLC.

PROPOSAL TWO:

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Company's Board of Directors has selected, and is submitting to the
Stockholders for ratification, the appointment of KPMG, LLP to serve as
independent public accountants to audit the financial statements of the Company
for the fiscal year ending December 31, 2004 and to perform other accounting
services as may be requested by the Company. KPMG, LLP has acted as independent
public accountants for the Company since its appointment effective February 14,
1996.

Representatives of KPMG, LLP are expected to be present at the Annual
Meeting, will be available to respond to appropriate questions, and will have
the opportunity to make a statement if they desire to do so.

Although it is not required to do so, the Board of Directors has submitted
the selection of KPMG, LLP to the Stockholders for ratification.

AUDIT FEES

The aggregate fees billed in years 2002 and 2003 by KPMG, LLP for the audit
of the Company's annual financial statements and review of financial statements
included in the Company's Form 10-KSB and Form 10-QSBs were $51,000 in the year
2002 and $58,000 in the year 2003.

AUDIT-RELATED FEES

The aggregate fees billed in years 2002 and 2003 by KPMG, LLP for review of
Form 8-K and review of matters related to the 2002 issuance of the Company's
common stock were $13,000 in the year 2002 and none in the year 2003.

TAX FEES

The aggregate fees billed in years 2002 and 2003 for professional services
by KPMG, LLP for tax compliance, tax advice, and tax planning were $25,000 in
2002 and $19,000 in 2003.

ALL OTHER FEES

There were no other fees billed in years 2002 and 2003.

AUDITOR INDEPENDENCE

The Audit Committee of the Board of Directors believes that the non-audit
services provided by KPMG, LLP are compatible with maintaining the auditor's
independence. None of the time devoted by KPMG, LLP on its engagement to audit
the Company's financial statements for the years ended December 31, 2002 and
2003 is attributable to work performed by persons other than KPMG, LLP
employees. Before KPMG, LLP is engaged by the Company or its subsidiaries to
render any audit or non-audit services, the engagement is approved by the Audit
Committee of the Board of Directors and all such services are approved, and were
approved, in this manner.

VOTING REQUIREMENTS

Each holder of Common Stock is entitled to one vote per share held.

The affirmative vote of holders of a majority of the outstanding shares of
Common Stock of the Company entitled to vote and present in person or by proxy
at the Annual Meeting is required for approval of Proposal Two. Proxies
solicited by the Board of Directors will be voted for approval of Proposal Two.
Stockholders are not entitled to cumulate votes with respect to Proposal Two.

For this purpose, a Stockholder voting through a proxy who abstains with
respect to approval of Proposal Two is considered to be present and entitled to
vote on the approval of Proposal Two at the meeting, and is in effect a negative
vote, but a Stockholder (including a broker) who does not give authority to a
proxy to vote on the approval of Proposal Two shall not be considered present
and entitled to vote on Proposal Two.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL TWO.

OTHER BUSINESS

The Company's Board of Directors is not aware of any other business to be
considered or acted upon at the Annual Meeting of the Stockholders other than
those described above. If other business requiring a vote of Stockholders is
properly presented at the meeting, proxies will be voted in accordance with the
judgment on such matters of the person or persons acting as a proxy. If any
matter not appropriate for action at the Annual Meeting should be presented, the
holders of the proxies will vote against consideration thereof or action
thereon.

STOCKHOLDER PROPOSALS

The Company welcomes comments or suggestions from its Stockholders. If a
Stockholder desires to have a proposal formally considered at the 2005 Annual
Meeting of Stockholders, and evaluated by the Board for possible inclusion in
the Proxy Statement for that meeting, the proposal (which must comply with the
requirements of Rule 14a-8 promulgated under the Exchange Act) must be received
in writing by the Secretary of the Company at the address set forth on the first
page hereof on or before January 30, 2005.

If a Stockholder desires to present a proposal at the 2005 Annual Meeting
of Stockholders without seeking to have it included in the Proxy Statement for
that meeting, the proposal must be received in writing by the Secretary of the
Company at the address set forth on the first page hereof on or before April 16,
2005.

ANNUAL REPORT

The Company's Annual Report to Stockholders, with audited financial
statements, accompanies this Proxy Statement and was mailed this date to all
Stockholders of record as of the Record Date. The Company will furnish to any
Stockholder submitting a request, without charge, a copy of the Company's Annual
Report on Form 10-KSB. Any exhibit to the Annual Report on Form 10-KSB will be
furnished to any Stockholder of the Company. The fee for furnishing a copy of
any exhibit will be 25 cents per page plus $3.00 for postage and handling.

By Order of the Board of Directors,

Daniel E. Matthews, Secretary

Phoenix, Arizona
May 31, 2004

EXHIBIT A

STRATFORD AMERICAN CORPORATION

CODE OF ETHICS
FOR ALL EMPLOYEES, OFFICERS AND DIRECTORS

The employees, officers and directors of Stratford American Corporation (the
"Company") shall adhere to the following principles:

1. COMPLIANCE WITH LAWS

o Comply with applicable laws, rules and regulations of federal, state
and local governments, and other private and public regulatory
agencies, including insider trading laws.

2. CONFLICTS OF INTEREST

o Avoid any situation in which personal interests conflict with those of
the Company.
o Disclose to the Company's Board of Directors any transaction or
relationship that reasonably could be expected to give rise to a
conflict of interest.

3. FULL AND FAIR DISCLOSURE

o Ensure that the Company makes full, fair, accurate, timely and
understandable disclosures in reports and documents that the Company
files with, or submits to, the Securities and Exchange Commission and
in all other public communications made by the Company.

4. FAIR DEALINGS

o Deal fairly with the Company's customers, suppliers, competitors and
employees.
o Do not take advantage of anyone through manipulation, concealment,
abuse of privileged information, misrepresentation of material facts
or any other unfairdealing practice.

5. CONFIDENTIALITY

o Maintain the confidentiality of non-public proprietary information.
o Do not use confidential information for personal gain.

6. PROTECTIONS AND PROPER USE OF CORPORATE ASSETS

o Achieve responsible use of and control over all assets and resources
employed or entrusted.
o All Company assets should be used for legitimate business purposes.

7. MAINTAIN HIGH ETHICAL STANDARDS

o Proactively promote honest and ethical behavior as a responsible
partner among peers, in the work environment and the community.
o Achieve business success by maintaining the highest standards of
ethics and responsibility.

8. ACCOUNTABILITY AND COMPLIANCE

o Be accountable for adherence to this Code of Ethics.
o Promptly report violations of this Code of Ethics.
o Work to ensure appropriate compliance with this Code of Ethics and
prompt and consistent action against violations.

The persons bound by this Code of Ethics are the Company's employees, officers
and directors. Any questions related to this Code of Ethics, or to report
violations of the Code of Ethics, should be directed to any member of the
Company's Audit Committee or legal counsel. The Company will not retaliate
against individuals who in good faith report potential violation of this Code of
Ethics.

STRATFORD AMERICAN CORPORATION PROXY
2400 EAST ARIZONA BILTMORE CIRCLE, BUILDING 2, SUITE 1270
PHOENIX, ARIZONA 85016
- --------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned appoints David H. Eaton, Mel L. Shultz and Gerald J.
Colangelo, and each of them, as proxies, each with the power of substitution,
and authorizes them to represent and vote, as designated on the reverse side
hereof, all shares of Common Stock of Stratford American Corporation held by the
undersigned on May 16, 2004, at the Annual Meeting of Shareholders to be held on
June 30, 2004, and at any adjournment or postponement of the meeting. In their
discretion, the proxies are authorized to vote such shares upon such other
business as may properly come before the Annual Meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE LISTED PROPOSALS.

(Continued and to be SIGNED on the reverse side.)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

Please mark boxes X in blue or black ink. This Board of Directors recommends a
vote FOR the proposals listed below. More detailed information concerning each
of the proposals is provided in the Proxy Statement of Stratford American
Corporation, dated May 31, 2004.

1. Election of Gerald J. Colangelo, [ ] FOR ALL [ ] AGAINST ALL
David H. Eaton, Mel L. Shultz, [ ] FOR ALL EXCEPT*
Richard H. Dozer, Mitchell S.
Vance and Dale M. Jensen as
members of the Board of Directors.

___________________________________
*Nominee Exception

2. Ratification of the appointment of [ ] FOR [ ] AGAINST [ ] ABSTAIN
KPMG, LLP as the Company's independent
accountants for the fiscal year ended
December 31, 2004.

Please sign exactly as name appears at left. When
shares are held by joint tenants, both should
sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by president or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.

Date ______________________________, 2004

Signature ________________________________________

Signature if
held jointly _____________________________________

(Please mark, sign, date and return the Proxy Card promptly using the enclosed
envelope.)