<PAGE>
 
    As filed with the Securities and Exchange Commission on August 15, 1996
                                                      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
    incorporation or organization)                   Identification Number)
                          500 EAST BROWARD BOULEVARD
                         FT. LAUDERDALE, FLORIDA 33394
             (Address of Registrant's Principal Executive Offices)
                               __________________
    EXTENDED STAY AMERICA, INC. AMENDED AND RESTATED 1995 STOCK OPTION PLAN;

             EXTENDED STAY AMERICA, INC. 1995 STOCK OPTION PLAN FOR
                            NON-EMPLOYEE DIRECTORS;

    EXTENDED STAY AMERICA, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN;

                                      AND

                     HAROLD E. WRIGHT EMPLOYMENT AGREEMENT
                           (Full Title of the Plans)
             ROBERT A. BRANNON                               COPIES TO:
  SENIOR VICE PRESIDENT, CHIEF FINANCIAL AND           D. MARK MCMILLAN, ESQ.
      OFFICER, SECRETARY AND TREASURER                   BELL, BOYD & LLOYD
        EXTENDED STAY AMERICA, INC.                    70 WEST MADISON STREET
        500 EAST BROWARD BOULEVARD                    CHICAGO, ILLINOIS  60602
       FT. LAUDERDALE, FLORIDA 33394                       (312) 372-1121
              (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       OFFERING PRICE       FEE
- -----------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>               <C>              <C>
Common Stock, par value $.01 per share (2)    5,363,656 Shares        $8.72         $46,771,080.32     $16,127.96
- -----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (3)    3,610,464 Shares      $15.375(4)       $55,510,884(4)    $19,141.68
=================================================================================================================
</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 5,363,656 shares of Common Stock
      which are issuable pursuant to options granted at a weighted average
      exercise price of $8.72 per share under the following plans: the Extended
      Stay America, Inc. Amended and Restated 1995 Stock Option Plan (the "1995
      Plan") -- 3,347,478 shares; the Extended Stay America, Inc. Amended and
      Restated 1996 Stock Option Plan (the "1996 Plan") -- 1,856,178 shares; and
      the Extended Stay America, Inc. 1995 Stock Option Plan for Non-Employee
      Directors (the "Directors' Plan") -- 160,000 shares.

  (3) This amount reflects an aggregate of 3,610,464 shares of Common Stock
      which are issuable under the following plans: the 1995 Plan -- 6,642
      shares; the 1996 Plan -- 3,143,822 shares; the Directors' Plan -- 320,000
      shares; and the Employment Agreement dated as of March 18, 1996 between
      ESA Development, Inc. and Harold E. Wright (the "Wright Agreement") --
      140,000 shares.

  (4) Estimated in accordance with Rule 457(h) solely for purposes of
      calculating the registration fee and based upon the average of the high
      and low sale prices of the Common Stock on the Nasdaq National Market on
      August 13, 1996, as reported in The Wall Street Journal.

================================================================================
<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"), $.01 par
value 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, 1995, dated February 29, 1996;

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
     end of the fiscal year covered by the annual report referred to in (1)
     above; 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 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 of 1933, as amended (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;

          (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.

                                       3
<PAGE>
 
     (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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
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 August 14, 1996.

                                     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 August 14, 1996.


          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
<PAGE>
 
             SIGNATURE                               TITLE
             ---------                               -----

    A MAJORITY OF THE DIRECTORS:



       /s/ H. Wayne Huizenga                        Director
     -------------------------
         H. Wayne Huizenga



        /s/ Donald F. Flynn                         Director
     -------------------------
          Donald F. Flynn



     /s/ George D. Johnson, Jr.                     Director
     --------------------------
       George D. Johnson, Jr.



                                                    Director
     --------------------------
        Stewart H. Johnson



          /s/ John J. Melk                          Director
     --------------------------
            John J. Melk



         /s/ Peer Pedersen                          Director
     --------------------------
           Peer Pedersen

                                       6
<PAGE>
 
                          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)
      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
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19314}]
{"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": "333-10255", "film-number": "96616560"}, "business-address": {"street1": "500 E BROWARD BLVD", "street2": "STE 950", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33394", "phone": "9547131600"}, "mail-address": {"street1": "500 E BROWARD BLVD", "street2": "STE 950", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33394"}}
As filed with the Securities and Exchange Commission on August 15, 1996
                                                      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
    incorporation or organization)                   Identification Number)
                          500 EAST BROWARD BOULEVARD
                         FT. LAUDERDALE, FLORIDA 33394
             (Address of Registrant's Principal Executive Offices)
                               __________________
    EXTENDED STAY AMERICA, INC. AMENDED AND RESTATED 1995 STOCK OPTION PLAN;

             EXTENDED STAY AMERICA, INC. 1995 STOCK OPTION PLAN FOR
                            NON-EMPLOYEE DIRECTORS;

    EXTENDED STAY AMERICA, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN;

                                      AND

                     HAROLD E. WRIGHT EMPLOYMENT AGREEMENT
                           (Full Title of the Plans)
             ROBERT A. BRANNON                               COPIES TO:
  SENIOR VICE PRESIDENT, CHIEF FINANCIAL AND           D. MARK MCMILLAN, ESQ.
      OFFICER, SECRETARY AND TREASURER                   BELL, BOYD & LLOYD
        EXTENDED STAY AMERICA, INC.                    70 WEST MADISON STREET
        500 EAST BROWARD BOULEVARD                    CHICAGO, ILLINOIS  60602
       FT. LAUDERDALE, FLORIDA 33394                       (312) 372-1121
              (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       OFFERING PRICE       FEE
- -----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (2)    5,363,656 Shares        $8.72         $46,771,080.32     $16,127.96
- -----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (3)    3,610,464 Shares      $15.375(4)       $55,510,884(4)    $19,141.68
=================================================================================================================
(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 5,363,656 shares of Common Stock
      which are issuable pursuant to options granted at a weighted average
      exercise price of $8.72 per share under the following plans: the Extended
      Stay America, Inc. Amended and Restated 1995 Stock Option Plan (the "1995
      Plan") -- 3,347,478 shares; the Extended Stay America, Inc. Amended and
      Restated 1996 Stock Option Plan (the "1996 Plan") -- 1,856,178 shares; and
      the Extended Stay America, Inc. 1995 Stock Option Plan for Non-Employee
      Directors (the "Directors' Plan") -- 160,000 shares.

  (3) This amount reflects an aggregate of 3,610,464 shares of Common Stock
      which are issuable under the following plans: the 1995 Plan -- 6,642
      shares; the 1996 Plan -- 3,143,822 shares; the Directors' Plan -- 320,000
      shares; and the Employment Agreement dated as of March 18, 1996 between
      ESA Development, Inc. and Harold E. Wright (the "Wright Agreement") --
      140,000 shares.

  (4) Estimated in accordance with Rule 457(h) solely for purposes of
      calculating the registration fee and based upon the average of the high
      and low sale prices of the Common Stock on the Nasdaq National Market on
      August 13, 1996, as reported in The Wall Street Journal.

================================================================================
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"), $.01 par
value 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, 1995, dated February 29, 1996;

          (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
     end of the fiscal year covered by the annual report referred to in (1)
     above; 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 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 of 1933, as amended (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;

          (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.

                                       3
(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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
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 August 14, 1996.

                                     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 August 14, 1996.

          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

        /s/ Donald F. Flynn                         Director
     -------------------------
          Donald F. Flynn

     /s/ George D. Johnson, Jr.                     Director
     --------------------------
       George D. Johnson, Jr.

                                                    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)
      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