<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997
 
                                                     REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                          EXTENDED STAY AMERICA, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               DELAWARE                              36-3996573
    (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER IDENTIFICATION
    INCORPORATION OR ORGANIZATION)                     NUMBER)
                          450 EAST LAS OLAS BOULEVARD
                         FT. LAUDERDALE, FLORIDA 33301
             (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                               ----------------
 
              STUDIO PLUS HOTELS, INC. 1995 STOCK INCENTIVE PLAN;
                                      AND
             STUDIO PLUS HOTELS, INC. 1995 NON-EMPLOYEE DIRECTORS'
                             STOCK INCENTIVE PLAN
                           (FULL TITLE OF THE PLANS)
 
                               ----------------
 
                                  COPIES TO:
           ROBERT A. BRANNON                   D. MARK MCMILLAN, ESQ.
SENIOR VICE PRESIDENT, CHIEF FINANCIAL           BELL, BOYD & LLOYD
   OFFICER, SECRETARY AND TREASURER            70 WEST MADISON STREET
      EXTENDED STAY AMERICA, INC.              CHICAGO, ILLINOIS 60602
      450 EAST LAS OLAS BOULEVARD                  (312) 372-1121
     FT. LAUDERDALE, FLORIDA 33301
            (954) 713-1600
                     (NAME, ADDRESS, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      PROPOSED       PROPOSED
                                       AMOUNT         MAXIMUM        MAXIMUM       AMOUNT OF
     TITLE OF EACH CLASS OF            TO BE       OFFERING PRICE   AGGREGATE     REGISTRATION
   SECURITIES TO BE REGISTERED     REGISTERED (1)   PER UNIT (2)  OFFERING PRICE      FEE
----------------------------------------------------------------------------------------------
<S>                                <C>             <C>            <C>            <C>
Common Stock, par value $.01 per     1,316,252
 share...........................      Shares          $10.96     $14,426,121.92   $4,371.56
----------------------------------------------------------------------------------------------
</TABLE>
(1) This registration statement also covers an indeterminate number of shares
    of Common Stock which may be issuable under the antidilution and other
    adjustment provisions of the respective plans pursuant to Rule 416(a) of
    the Securities Act of 1933, as amended (the "Securities Act").
(2) This amount reflects an aggregate of 1,316,252 shares of Common Stock
    which are issuable pursuant to options granted at a weighted average
    exercise price of $10.96 per share under the following plans: the Studio
    Plus Hotels, Inc. 1995 Stock Incentive Plan -- 1,242,620 shares; the
    Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock Incentive Plan
    -- 73,632 shares.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>
 
                                    PART I
 
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
ITEM 1. PLAN INFORMATION.
 
  Not required to be included herewith.
 
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  Not required to be included herewith.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
 
  This registration statement on Form S-8 relates to the registration of
shares of common stock of Extended Stay America, Inc. (the "Company"), par
value $.01 per share (the "Common Stock").
 
  The Company incorporates herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission:
 
    (1) The Company's Annual Report on Form 10-K for the year ended December
  31, 1996;
 
    (2) The Company's Current Reports on Form 8-K dated January 16, 1997 (as
  amended on Form 8-K/A dated January 16, 1997) and February 5, 1997; and
 
    (3) The description of the Company's Common Stock set forth under the
  caption "Description of Capital Stock" in the Company's registration
  statement on Form S-1 (Reg. No. 33-98452), which description is
  incorporated by reference in the Company's registration statement on Form
  8-A filed on December 8, 1995 for the registration of the Common Stock
  under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), including all amendments thereto.
 
  All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement, including financial statements,
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Inapplicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Inapplicable.
 
                                       2
<PAGE>
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Section 145 of the General Corporation Law of Delaware authorizes the
Company to indemnify its directors and officers under specified circumstances.
The Restated Certificate of Incorporation and Bylaws of the Company provide
that the Company shall indemnify, to the extent permitted by Delaware law, its
directors and officers (and may indemnify its employees and agents) against
liabilities (including expenses, judgments, and settlements) incurred by them
in connection with any actual or threatened action, suit, or proceeding to
which they are or may become parties and which arises out of their status as
directors, officers, or employees.
 
  The Company's Restated Certificate of Incorporation and Bylaws eliminate, to
the fullest extent permitted by Delaware law, liability of a director to the
Company or its stockholders for monetary damages for a breach of such
director's fiduciary duty of care except for liability where a director (a)
breaches his or her duty of loyalty to the Company or its stockholders, (b)
fails to act in good faith or engages in intentional misconduct or knowing
violation of law, (c) authorizes payment of an illegal dividend or stock
repurchase, or (d) obtains an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies such as injunctive
relief or rescission remain available. In addition, a director is not relieved
of his or her responsibilities under any other law, including the federal
securities laws.
 
  The directors and officers of the Company are insured within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits, or proceedings and certain
liabilities which might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
 
  Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore unenforceable.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Inapplicable.
 
ITEM 8. EXHIBITS
 
  The exhibits to this registration statement are listed in the Exhibit Index,
which appears elsewhere herein and is hereby incorporated by reference.
 
ITEM 9. UNDERTAKINGS
 
  (a) The Company hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
 
      (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act;
 
      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) if, in the aggregate, the
    changes in volume and price represent no more than a 20 percent change
    in the maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective registration statement;
 
                                       3
<PAGE>
 
      (iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement;
 
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed with or furnished
  to the Commission by the Company pursuant to Section 13 or 15(d) of the
  Exchange Act that are incorporated by reference in this registration
  statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
  (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
 
  (c)-(g) Inapplicable.
 
  (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the provisions described under Item 6 above or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
 
  (i)-(j) Inapplicable.
 
                                       4
<PAGE>
 
                                  SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT. LAUDERDALE, STATE OF FLORIDA, ON
APRIL 18, 1997.
 
                                          Extended Stay America, Inc.
 
                                              /s/ George D. Johnson, Jr.
                                          By: _________________________________
                                                 George D. Johnson, Jr.
                                              President and Chief Executive
                                                         Officer
 
                               POWER OF ATTORNEY
 
  Each person whose signature appears below hereby appoints George D. Johnson,
Jr. and Robert A. Brannon, and each of them severally, acting alone and
without the other, his true and lawful attorney-in-fact with authority to
execute in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including post-effective amendments) to
this registration statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON APRIL 18, 1997.
 
<TABLE>
<CAPTION>
                 SIGNATURE                                     TITLE
                 ---------                                     -----
       PRINCIPAL EXECUTIVE OFFICER:
 
 
<S>                                         <C>
      /s/ George D. Johnson, Jr.            President and Chief Executive Officer
___________________________________________
          George D. Johnson, Jr.
 
<CAPTION>
       PRINCIPAL FINANCIAL OFFICER:
<S>                                         <C>
         /s/ Robert A. Brannon              Senior Vice President, Chief Financial
___________________________________________   Officer, Secretary, and Treasurer
             Robert A. Brannon
 
<CAPTION>
       PRINCIPAL ACCOUNTING OFFICER:
<S>                                         <C>
         /s/ Gregory R. Moxley              Vice President and Controller
___________________________________________
             Gregory R. Moxley
 
</TABLE>
 
 
                                       5
<PAGE>
 
<TABLE>
<CAPTION>
                 SIGNATURE                                     TITLE
                 ---------                                     -----
       A MAJORITY OF THE DIRECTORS:
<S>                                         <C>
         /s/ H. Wayne Huizenga              Director
___________________________________________
             H. Wayne Huizenga
 
                                            Director
___________________________________________
              Donald F. Flynn
 
      /s/ George D. Johnson, Jr.            Director
___________________________________________
          George D. Johnson, Jr.
 
        /s/ Stewart H. Johnson              Director
___________________________________________
            Stewart H. Johnson
 
           /s/ John J. Melk                 Director
___________________________________________
               John J. Melk
 
           /s/ Peer Pedersen                Director
___________________________________________
               Peer Pedersen
</TABLE>
 
                                       6
<PAGE>
 
                          EXTENDED STAY AMERICA, INC.
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     -------                       ----------------------
     <C>     <S>
      4.1    Restated Certificate of Incorporation of the Company (incorporated
              by reference to Exhibit 3.1 to the Company's Registration
              Statement on Form S-1, Registration No. 33-98452)
      4.2    Amended and Restated Bylaws of the Company (incorporated by
              reference to Exhibit 3.2 to the Company's Registration Statement
              on Form S-1, Registration No. 33-98452)
      4.3    Specimen certificate representing shares of Common Stock
              (incorporated by reference to Exhibit 4.1 to the Company's
              Registration Statement on Form S-1, Registration No. 33-98452)
      4.4    Studio Plus Hotels, Inc. 1995 Stock Incentive Plan (incorporated
              by reference to Exhibit 4.3 to Studio Plus Hotels, Inc.'s
              ("Studio Plus") Registration Statement on Form S-8, Registration
              No. 333-09907)
      4.5    Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock
              Incentive Plan (incorporated by reference to Exhibit 4.3 to
              Studio Plus' Registration Statement on Form S-8, Registration No.
              333-09923)
      4.6    Form of Option Notice and Assumption Agreement between the
              Company, Studio Plus, and approximately 35 option holders (the
              "Studio Plus Option Holders") entered into in April 1997
      4.7(a) Form of Stock Option Agreement between the Company and certain of
              the Studio Plus Option Holders
      4.7(b) Form of Incentive Stock Option Agreement between the Company and
              certain of the Studio Plus Option Holders
      4.7(c) Form of Non-Employee Director Stock Option Agreement between the
              Company and certain of the Studio Plus Option Holders
      5.1    Opinion of Bell, Boyd & Lloyd
     23.1    Consent of Coopers & Lybrand L.L.P.
     23.2    Consent of Bell, Boyd & Lloyd (contained in Exhibit 5.1)
     24.1    Power of Attorney (included on the signature page of this
              registration statement)
</TABLE>
 
                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20047}]
{"company-data": {"conformed-name": "EXTENDED STAY AMERICA INC", "cik": "0001002579", "assigned-sic": "7011", "irs-number": "363996573", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-25639", "film-number": "97585338"}, "business-address": {"street1": "450 E LAS OLAS BLVD", "street2": "STE 1100", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33301", "phone": "9547131600"}, "mail-address": {"street1": "450 E LAS OLAS BLVD", "street2": "STE 1100", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33301"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997
 
                                                     REGISTRATION NO. 333-
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                               ----------------
 
                          EXTENDED STAY AMERICA, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
               DELAWARE                              36-3996573
    (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER IDENTIFICATION
    INCORPORATION OR ORGANIZATION)                     NUMBER)
                          450 EAST LAS OLAS BOULEVARD
                         FT. LAUDERDALE, FLORIDA 33301
             (ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                               ----------------
 
              STUDIO PLUS HOTELS, INC. 1995 STOCK INCENTIVE PLAN;
                                      AND
             STUDIO PLUS HOTELS, INC. 1995 NON-EMPLOYEE DIRECTORS'
                             STOCK INCENTIVE PLAN
                           (FULL TITLE OF THE PLANS)
 
                               ----------------
 
                                  COPIES TO:
           ROBERT A. BRANNON                   D. MARK MCMILLAN, ESQ.
SENIOR VICE PRESIDENT, CHIEF FINANCIAL           BELL, BOYD & LLOYD
   OFFICER, SECRETARY AND TREASURER            70 WEST MADISON STREET
      EXTENDED STAY AMERICA, INC.              CHICAGO, ILLINOIS 60602
      450 EAST LAS OLAS BOULEVARD                  (312) 372-1121
     FT. LAUDERDALE, FLORIDA 33301
            (954) 713-1600
                     (NAME, ADDRESS, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)
 
                               ----------------
 
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PROPOSED       PROPOSED
                                       AMOUNT         MAXIMUM        MAXIMUM       AMOUNT OF
     TITLE OF EACH CLASS OF            TO BE       OFFERING PRICE   AGGREGATE     REGISTRATION
   SECURITIES TO BE REGISTERED     REGISTERED (1)   PER UNIT (2)  OFFERING PRICE      FEE
----------------------------------------------------------------------------------------------
Common Stock, par value $.01 per     1,316,252
 share...........................      Shares          $10.96     $14,426,121.92   $4,371.56
----------------------------------------------------------------------------------------------
(1) This registration statement also covers an indeterminate number of shares
    of Common Stock which may be issuable under the antidilution and other
    adjustment provisions of the respective plans pursuant to Rule 416(a) of
    the Securities Act of 1933, as amended (the "Securities Act").
(2) This amount reflects an aggregate of 1,316,252 shares of Common Stock
    which are issuable pursuant to options granted at a weighted average
    exercise price of $10.96 per share under the following plans: the Studio
    Plus Hotels, Inc. 1995 Stock Incentive Plan -- 1,242,620 shares; the
    Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock Incentive Plan
    -- 73,632 shares.
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
PART I
 
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 
ITEM 1. PLAN INFORMATION.
 
  Not required to be included herewith.
 
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
 
  Not required to be included herewith.
 
                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
 
  This registration statement on Form S-8 relates to the registration of
shares of common stock of Extended Stay America, Inc. (the "Company"), par
value $.01 per share (the "Common Stock").
 
  The Company incorporates herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission:
 
    (1) The Company's Annual Report on Form 10-K for the year ended December
  31, 1996;
 
    (2) The Company's Current Reports on Form 8-K dated January 16, 1997 (as
  amended on Form 8-K/A dated January 16, 1997) and February 5, 1997; and
 
    (3) The description of the Company's Common Stock set forth under the
  caption "Description of Capital Stock" in the Company's registration
  statement on Form S-1 (Reg. No. 33-98452), which description is
  incorporated by reference in the Company's registration statement on Form
  8-A filed on December 8, 1995 for the registration of the Common Stock
  under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), including all amendments thereto.
 
  All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement, including financial statements,
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
  Inapplicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
  Inapplicable.
 
                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
  Section 145 of the General Corporation Law of Delaware authorizes the
Company to indemnify its directors and officers under specified circumstances.
The Restated Certificate of Incorporation and Bylaws of the Company provide
that the Company shall indemnify, to the extent permitted by Delaware law, its
directors and officers (and may indemnify its employees and agents) against
liabilities (including expenses, judgments, and settlements) incurred by them
in connection with any actual or threatened action, suit, or proceeding to
which they are or may become parties and which arises out of their status as
directors, officers, or employees.
 
  The Company's Restated Certificate of Incorporation and Bylaws eliminate, to
the fullest extent permitted by Delaware law, liability of a director to the
Company or its stockholders for monetary damages for a breach of such
director's fiduciary duty of care except for liability where a director (a)
breaches his or her duty of loyalty to the Company or its stockholders, (b)
fails to act in good faith or engages in intentional misconduct or knowing
violation of law, (c) authorizes payment of an illegal dividend or stock
repurchase, or (d) obtains an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies such as injunctive
relief or rescission remain available. In addition, a director is not relieved
of his or her responsibilities under any other law, including the federal
securities laws.
 
  The directors and officers of the Company are insured within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits, or proceedings and certain
liabilities which might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.
 
  Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore unenforceable.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
  Inapplicable.
 
ITEM 8. EXHIBITS
 
  The exhibits to this registration statement are listed in the Exhibit Index,
which appears elsewhere herein and is hereby incorporated by reference.
 
ITEM 9. UNDERTAKINGS
 
  (a) The Company hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
 
      (i) To include any prospectus required by Section 10(a)(3) of the
    Securities Act;
 
      (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement. Notwithstanding the foregoing, any
    increase or decrease in volume of securities offered (if the total
    dollar value of securities offered would not exceed that which was
    registered) and any deviation from the low or high end of the estimated
    maximum offering range may be reflected in the form of prospectus filed
    with the Commission pursuant to Rule 424(b) if, in the aggregate, the
    changes in volume and price represent no more than a 20 percent change
    in the maximum aggregate offering price set forth in the "Calculation
    of Registration Fee" table in the effective registration statement;
 
                                       3
(iii) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement;
 
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
  the information required to be included in a post-effective amendment by
  those paragraphs is contained in periodic reports filed with or furnished
  to the Commission by the Company pursuant to Section 13 or 15(d) of the
  Exchange Act that are incorporated by reference in this registration
  statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a
  new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
  (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
 
  (c)-(g) Inapplicable.
 
  (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the provisions described under Item 6 above or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
 
  (i)-(j) Inapplicable.
 
                                       4
SIGNATURES
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT. LAUDERDALE, STATE OF FLORIDA, ON
APRIL 18, 1997.
 
                                          Extended Stay America, Inc.
 
                                              /s/ George D. Johnson, Jr.
                                          By: _________________________________
                                                 George D. Johnson, Jr.
                                              President and Chief Executive
                                                         Officer
 
                               POWER OF ATTORNEY
 
  Each person whose signature appears below hereby appoints George D. Johnson,
Jr. and Robert A. Brannon, and each of them severally, acting alone and
without the other, his true and lawful attorney-in-fact with authority to
execute in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including post-effective amendments) to
this registration statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON APRIL 18, 1997.
SIGNATURE                                     TITLE
                 ---------                                     -----
       PRINCIPAL EXECUTIVE OFFICER:
/s/ George D. Johnson, Jr.            President and Chief Executive Officer
___________________________________________
          George D. Johnson, Jr.
PRINCIPAL FINANCIAL OFFICER:
/s/ Robert A. Brannon              Senior Vice President, Chief Financial
___________________________________________   Officer, Secretary, and Treasurer
             Robert A. Brannon
PRINCIPAL ACCOUNTING OFFICER:
/s/ Gregory R. Moxley              Vice President and Controller
___________________________________________
             Gregory R. Moxley
5
SIGNATURE                                     TITLE
                 ---------                                     -----
       A MAJORITY OF THE DIRECTORS:
/s/ H. Wayne Huizenga              Director
___________________________________________
             H. Wayne Huizenga
 
                                            Director
___________________________________________
              Donald F. Flynn
 
      /s/ George D. Johnson, Jr.            Director
___________________________________________
          George D. Johnson, Jr.
 
        /s/ Stewart H. Johnson              Director
___________________________________________
            Stewart H. Johnson
 
           /s/ John J. Melk                 Director
___________________________________________
               John J. Melk
 
           /s/ Peer Pedersen                Director
___________________________________________
               Peer Pedersen
6
EXTENDED STAY AMERICA, INC.
 
                                 EXHIBIT INDEX
EXHIBIT
     NUMBER                        DESCRIPTION OF EXHIBIT
     -------                       ----------------------
4.1    Restated Certificate of Incorporation of the Company (incorporated
              by reference to Exhibit 3.1 to the Company's Registration
              Statement on Form S-1, Registration No. 33-98452)
      4.2    Amended and Restated Bylaws of the Company (incorporated by
              reference to Exhibit 3.2 to the Company's Registration Statement
              on Form S-1, Registration No. 33-98452)
      4.3    Specimen certificate representing shares of Common Stock
              (incorporated by reference to Exhibit 4.1 to the Company's
              Registration Statement on Form S-1, Registration No. 33-98452)
      4.4    Studio Plus Hotels, Inc. 1995 Stock Incentive Plan (incorporated
              by reference to Exhibit 4.3 to Studio Plus Hotels, Inc.'s
              ("Studio Plus") Registration Statement on Form S-8, Registration
              No. 333-09907)
      4.5    Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock
              Incentive Plan (incorporated by reference to Exhibit 4.3 to
              Studio Plus' Registration Statement on Form S-8, Registration No.
              333-09923)
      4.6    Form of Option Notice and Assumption Agreement between the
              Company, Studio Plus, and approximately 35 option holders (the
              "Studio Plus Option Holders") entered into in April 1997
      4.7(a) Form of Stock Option Agreement between the Company and certain of
              the Studio Plus Option Holders
      4.7(b) Form of Incentive Stock Option Agreement between the Company and
              certain of the Studio Plus Option Holders
      4.7(c) Form of Non-Employee Director Stock Option Agreement between the
              Company and certain of the Studio Plus Option Holders
      5.1    Opinion of Bell, Boyd & Lloyd
     23.1    Consent of Coopers & Lybrand L.L.P.
     23.2    Consent of Bell, Boyd & Lloyd (contained in Exhibit 5.1)
     24.1    Power of Attorney (included on the signature page of this
              registration statement)
7