CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Item 1.01. Entry into a Material Definitive Agreement.

On May 6, 2005, Golf Trust of America, Inc. (the “Company”) and AEW Targeted Securities Fund, L.P. (“AEW”) entered into an Option Agreement (the “Agreement”) relating to 800,000 shares of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock held by AEW.  The Agreement, among other things:

•                  grants the Company the option (the “Option”), exercisable by the Company in its sole discretion, to purchase, on or before November 30, 2005 (the “Option Termination Date”), all 800,000 shares of the Company’s Series A Cumulative Convertible Redeemable Preferred Stock held by AEW including, without limitation, all of AEW’s rights to Liquidation Preferences (as defined in the Company’s Articles Supplementary, including, without limitation, Liquidation Preferences in respect of any accrued and unpaid dividends) payable in respect of such shares as of the Company’s exercise of the Option (the “Series A Shares”) for a price of approximately $24,913,889 (the “Exercise Price”);

•                  provides that in the event that AEW exercises any redemption right on or before the Option Termination Date, or in the event that a transaction involving the Company which would give AEW a right to liquidation preference payments arises on or before the Option Termination Date, the aggregate redemption price or liquidation payment, as the case may be, in respect of the Series A Shares shall be the Exercise Price; and

•                  provides that at such time as the Company requests AEW’s consent or approval in contemplation of a merger, acquisition or recapitalization of the Company, a sale of all or substantially all of the assets of the Company, or any similar transaction requiring its consent as the holder of the Series A Shares, AEW will approve and consent to such transaction, and will waive any rights to dissent from the approval of such a transaction, provided that the Company will pay to AEW the Exercise Price within three (3) business days of the Company’s exercise of the Option in accordance with the terms of the Agreement in connection with such transaction

A copy of the Agreement is included as Exhibit 10.35 to this Current Report on Form 8-K and is incorporated herein by reference.  The description of the Agreement is qualified in its entirety by the contents thereof.

Item 3.03.  Material Modification to Rights of Security Holders.

The information under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits.

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 hereunto duly authorized.

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EXHIBIT INDEX

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

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