SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of Earliest Event Reported): January 19, 2001


                        HUMPHREY HOSPITALITY TRUST, INC.
             (Exact Name of Registrant as Specified in Its Charter)


               Virginia                        0-25060           52-1889548
       ------------------------      -----------------------  -----------------
    (State or other jurisdiction of       (Commission File     (IRS Employer
           incorporation)                     Number)        Identification No.)


     7170 Riverwood Drive
      Columbia, Maryland                                     21046
-------------------------------                         ---------------
(Address of Principal Executive Offices)                   (Zip Code)


                                 (443) 259-4900
              (Registrant's Telephone Number, Including Area Code):


                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


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ITEM 5.           OTHER EVENTS.

Disclosure of Risk Factors

         Humphrey  Hospitality Trust, Inc. is filing this Current Report on Form
8-K to describe  various  material  risk factors  that may affect our  business,
financial condition and operations.

         Some of the information you will find in our Securities Exchange Act of
1934 filings and our  prospectuses  or any  prospectus  supplements  may contain
"forward-looking"  statements. Also, documents subsequently filed by our company
with the Securities and Exchange Commission may contain similar  forward-looking
statements.  You  can  identify  these  types  of  statements  by  their  use of
forward-looking  words  such  as  "may,"  "will,"  "should,"  "could,"  "plans,"
"intends," "expects,"  "anticipates,"  "estimates,"  "projects,"  "continues" or
other  similar  words.  These  types of  statements  discuss  future  events  or
expectations or contain projections or estimates.

         When considering these forward-looking  statements,  you should keep in
mind the  following  risk  factors.  These risk  factors  could cause our actual
financial and operating  results to differ  materially  and adversely from those
contained in or implied by any  forward-looking  statement.  The following  risk
factors are not  necessarily  exhaustive,  particularly  as to  possible  future
events,  and new risk  factors may emerge  periodically.  Many things can happen
that can cause our actual  financial and operating  results to be very different
than those  described by us in our SEC filings.  Any statements  made by us that
are not historical facts should be considered to be forward-looking  statements.
We make no  promise  to  update  any of our  forward-looking  statements,  or to
publicly release the results if we revise any of them.

                                  RISK FACTORS

         Our ability to  maintain  our  historic  rate of  distributions  to our
shareholders is subject to fluctuations in our financial performance,  operating
results and capital improvements requirements.

         As a real  estate  investment  trust,  or  "REIT," we are  required  to
distribute at least 95% (90%  beginning in 2001) of our taxable income each year
to our  shareholders.  To date, since our inception in 1994, we have not reduced
our rate of distributions to our shareholders.  In the event of downturns in our
operating   results  and  financial   performance,   or  unanticipated   capital
improvements to our hotels,  including capital improvements that may be required
by our  franchisors,  we may need to  reduce  our rate of  distributions  to our
shareholders.  The amount of  distributions  are in the sole  discretion  of our
board of  directors.  We cannot  assure  you  either  that we will  continue  to
generate  sufficient cash in order to fund distributions at the same rate as our
current rate, or that our board will continue to maintain our distribution  rate
at the same levels as we have in the past.

         Among the factors that could adversely affect our results of operations
and decrease our  distributions  to  shareholders  are  decreased  rent from the
lessee of our hotels; increased debt

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<PAGE>

service  requirements,  including  those resulting from higher interest rates on
our  variable  rate  indebtedness;  and  capital  expenditures  at  our  hotels,
including capital expenditures  required by the franchisors of our hotels. Among
the factors that could reduce the rent we receive from our lessee are  decreases
in hotel revenues  (since the rent paid by our lessee  depends,  in part, on the
revenues  from the hotels).  Hotel revenue can decrease for a number of reasons,
including  increased  competition  from new hotel rooms and decreased demand for
hotel  rooms.  These  factors  can reduce both  occupancy  and room rates at our
hotels.  Many of the  following  factors  described  in this Form 8-K can affect
adversely the rent we receive from our lessee,  our  operating  expenses and our
ability to make distributions to our shareholders.

         Our  inability to  participate  in operating  decisions  regarding  our
hotels may adversely affect our revenues.

         In order for us to  continue  to  qualify  as a REIT,  we need to lease
substantially all of our hotels to third parties. Under the terms of the leases,
our ability to participate in operating  decisions  regarding the hotels is very
limited.  The lessee presently  controls the daily operations of our hotels.  We
must  depend on lease  payments  from our  lessee for  substantially  all of our
revenues. Even if we believe that our hotels are being operated inefficiently or
in a  manner  that  does  not  result  in  satisfactory  rent  payments  to  the
partnerships that own our hotels, under some circumstances we may not be able to
require a lessee to change the way our hotels are  operated.  Also, in the event
that  our  lessee  should  become   insolvent,   our  lease  payments  would  be
jeopardized, as would our ability to make distributions to our shareholders.

         Tax legislation  enacted in 1999 will allow us to own up to 100% of the
stock of a "taxable  REIT  subsidiary"  beginning  on  January  1, 2001.  Such a
taxable REIT  subsidiary can lease our hotels as long as it engages an "eligible
independent  contractor"  to manage and operate  the hotels.  Although we do not
currently  intend to lease our hotels to one or more taxable REIT  subsidiaries,
we may decide to do so in the future.

         Our inability to obtain financing could limit our growth.

         We are required to distribute  at least 95% (90%  beginning in 2001) of
our taxable income to our shareholders each year in order to continue to qualify
as a REIT. As a result, our ability to fund capital  expenditures,  acquisitions
or hotel development  through retained earnings is very limited.  Our ability to
grow through  acquisitions or development of hotels will be limited if we cannot
obtain debt or equity financing.  In the current capital market environment,  we
believe it would be difficult to obtain equity capital on reasonable terms.

         Neither our articles of incorporation  nor our bylaws limits the amount
of debt that we can incur.  Our board of directors has adopted a current  policy
that limits our outstanding  indebtedness to  approximately  60% of the value of
our hotel portfolio as determined by our lender.  Our board can modify this debt
limitation  policy without  shareholder  approval.  We cannot assure you that we
will be able to obtain  additional equity financing or debt financing or that we
will be able to obtain any financing on favorable terms.



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<PAGE>

         Our  debt  service  obligations  could  adversely  affect  our  overall
operating results, may require us to liquidate our properties and may jeopardize
our tax status as a REIT. As of December 31, 2000, we had the capacity to borrow
up to an  additional  $11 million  under our  board's  current  debt  limitation
policy,  assuming all  borrowings  are used to fund  additional  investments  in
hotels.  To the  extent we cannot  meet our debt  service  obligations,  we risk
losing some or all of our assets to foreclosure.  Also,  covenants applicable to
our debt could impair our planned strategies and, if violated,  will result in a
default of our debt  obligations.  Adverse  economic  conditions could result in
higher  interest  rates.  Higher  interest  rates could  increase  debt  service
requirements  on floating  rate debt and could reduce the amounts  available for
distribution  to our  shareholders.  We have  obtained,  and may  obtain  in the
future,  one or more forms of  interest  rate  protection  - in the form of swap
agreements,  interest  rate cap  contracts  or similar  agreements  - to "hedge"
against the possible negative effects of interest rate fluctuations. However, we
cannot assure you that any hedging will relieve the adverse  effects of interest
rate fluctuations. Adverse economic conditions could cause the terms on which we
borrow to be  unfavorable.  We could be required to liquidate one or more of our
hotel investments at times that may not permit us to get a maximum return on our
investments in order to meet our debt service obligations.

         As of December 31, 2000, we had approximately $119 million  outstanding
under existing credit  facilities with maturity dates ranging from 2001 to 2018.
We cannot  assure you that we will be able to obtain a new credit  facility upon
the expiration of our current lines of credit, or that the terms we obtain for a
new credit  facility  will be as  favorable  to us as the terms of our  existing
lines of credit.

         Our ability to make  distributions  to our shareholders may be affected
by factors in the hotel industry that are beyond our control.

Operating Risks

         Our hotels are subject to various  operating risks found throughout the
hotel industry. Many of these risks are beyond our control. These include, among
other things, the following:

          o         competition from other hotels. Our hotels compete with other
                    hotel  properties in their  respective  geographic  markets.
                    Many of our competitors have substantially greater marketing
                    and financial resources than does our lessee;

          o         over-building  in  our  markets,   which  adversely  affects
                    occupancy and revenues at our hotels;

          o         dependence on business and commercial travelers and tourism;



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<PAGE>

          o         increases  in energy  costs and  other  expenses,  which may
                    affect travel patterns and reduce the number of business and
                    commercial travelers and tourists; and

          o         adverse  effects of  general,  regional  and local  economic
                    conditions.

         These factors could adversely  affect the amount of rent we receive and
our  lessee's  ability to make  lease  payments,  which in turn could  adversely
affect our ability to make distributions to our shareholders.  Decreases in room
revenues of our hotels will result in  decreased  lease  revenues to our company
under our system of leases,  called percentage leases,  which provide for annual
rent equal to (1) a fixed annual base rent plus (2)  percentage  rent,  which is
based on each hotel's revenues.

Competition for Acquisitions

         We  compete  for  investment  opportunities  with  entities  that  have
substantially  greater financial  resources than we do. These entities generally
may be able to accept more risk than we can manage wisely.  This competition may
generally limit the number of suitable investment  opportunities  offered to us.
This  competition  may also  increase the  bargaining  power of property  owners
seeking to sell to us, making it more difficult for us to acquire new properties
on attractive terms.

Seasonality of Hotel Business

         The hotel industry is seasonal in nature.  Generally,  occupancy  rates
and hotel  revenues  are  greater in the second and third  quarters  than in the
first and fourth quarters,  with the exception of our hotels located in Florida.
This  seasonality can be expected to cause  quarterly  fluctuations in our lease
revenues.  Our quarterly  earnings may be adversely  affected by factors outside
our control,  including bad weather  conditions and poor economic factors.  As a
result,  we may have to enter into short-term  borrowing in our first and fourth
quarters  in  order  to  offset  these  fluctuations  in  revenues  and to  make
distributions to our shareholders.

Investment Concentration in Particular Segments of Single Industry

         Our entire  business is  hotel-related.  Our investment  strategy is to
acquire interests in limited service hotel properties.  Therefore, a downturn in
the hotel  industry,  in  general,  and the  segments  in which we  operate,  in
particular,  will have a  material  adverse  effect on our  lease  revenues  and
amounts available for distribution to our shareholders.

Capital Expenditures

         Our  hotels  have an ongoing  need for  renovations  and other  capital
improvements,  including replacements, from time to time, of furniture, fixtures
and  equipment.  The  franchisors  of our hotels also require  periodic  capital
improvements as a condition of keeping the franchise licenses.  The costs of all
of these capital improvements could adversely affect our financial condition and


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<PAGE>

amounts  available for distribution to our  shareholders.  These renovations may
give rise to the following risks:

          o         possible environmental problems;

          o         construction cost overruns and delays;

          o         a possible  shortage of available  cash to fund  renovations
                    and  the  related   possibility  that  financing  for  these
                    renovations may not be available to us on affordable  terms;
                    and

          o         uncertainties as to market demand or a loss of market demand
                    after renovations have begun.

For the twelve months ended December 31, 2000, we spent approximately $5 million
for capital  improvements to our hotels,  including  approximately $1 million in
franchisor-required  renovations.  In 2001, we expect to spend  approximately $4
million for capital improvements to our hotels.

         Investment  risks in the real estate  industry  generally may adversely
affect our ability to make distributions to our shareholders.

General Risks of Investing in Real Estate

         Our  investments in hotels are subject to varying  degrees of risk that
generally arise from the ownership of real property. The underlying value of our
real estate investments, and our income and ability to make distributions to our
shareholders, depends upon the ability of our lessee to operate our hotels so as
to maintain or increase  room  revenues and generate  enough income in excess of
operating  expenses to make rent  payments  under the  percentage  leases.  Both
income from our hotels and our ability to make distributions to our shareholders
may be  adversely  affected  by changes  beyond  our  control  and our  lessee's
control, including the following:

          o         adverse  changes in national  and local  economic and market
                    conditions;

          o         changes in interest rates and in the availability,  cost and
                    terms of debt financing;

          o         changes  in  governmental   laws  and  regulations,   fiscal
                    policies  and zoning  ordinances  and the  related  costs of
                    compliance  with laws and  regulations,  fiscal policies and
                    ordinances;

          o         the ongoing need for capital  improvements,  particularly in
                    older structures;

          o         changes in operating expenses;



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          o         civil unrest, acts of God, including earthquakes, floods and
                    other natural  disasters,  which may result in uninsured and
                    underinsured losses, and acts of war; and

          o         the relative illiquidity of real estate investments.

Uninsured and Underinsured Losses

         Each  percentage   lease  specifies   comprehensive   insurance  to  be
maintained  on  each of our  hotels,  including  liability,  fire  and  extended
coverage.  We  believe  this  specified  coverage  is of  the  type  and  amount
customarily  obtained  for  or  by  hotel  owners.  However,  various  types  of
catastrophic  losses,  like earthquakes and floods,  may not be insurable or may
not be economically insurable. In the event of a substantial loss, our insurance
coverage may not be able to cover the full current  market value or  replacement
cost  of  our  lost  investment.   Inflation,  changes  in  building  codes  and
ordinances,  environmental  considerations  and other factors might also keep us
from using  insurance  proceeds to replace or renovate a hotel after it has been
damaged or  destroyed.  Under those  circumstances,  the  insurance  proceeds we
receive might be  inadequate to restore our economic  position on the damaged or
destroyed property.

         Noncompliance with governmental  regulations could adversely affect our
operating results.

Environmental Matters

         Our hotel  properties are subject to various  federal,  state and local
environmental  laws. Under these laws,  courts and government  agencies have the
authority  to  require  the  owner of a  contaminated  property  to clean up the
property,  even if the  owner  did not  know of or was not  responsible  for the
contamination. These laws also apply to persons who owned a property at the time
it became contaminated.  In addition to the costs of cleanup,  contamination can
affect  the value of a property  and,  therefore,  an owner's  ability to borrow
funds using the property as collateral.  Under these  environmental laws, courts
and  government  agencies  also have the  authority to require that a person who
sent waste to a waste disposal facility, like a landfill or an incinerator,  pay
for the clean-up of that facility if it becomes contaminated and threatens human
health or the  environment.  Furthermore,  court decisions have established that
third parties may recover  damages for injury caused by property  contamination.
For instance,  a person exposed to asbestos while staying in a hotel may seek to
recover  damages if he suffers injury from the asbestos.  Lastly,  some of these
environmental laws restrict the use of a property or place conditions on various
activities.  One  example is laws that  require a business  using  chemicals  to
manage them carefully and to notify local officials that the chemicals are being
used.

         Our company could be responsible  for the costs  discussed  above if it
found  itself  in one or more of  these  situations.  The  costs  to  clean up a
contaminated   property,   to  defend  against  a  claim,   or  to  comply  with
environmental  laws could be material and could affect the funds  available  for
distribution to our shareholders.  To determine whether any costs of this nature
might be required,  we commissioned studies - called "Phase I environmental site


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assessments," or "ESAs" - before we acquired our hotels. We obtained the ESAs to
help us identify  whether we might be  responsible  for  cleanup  costs or other
costs in connection  with our hotels.  The ESAs on our hotels did not reveal any
environmental  costs that might have a material  adverse effect on our business,
assets, results of operations or liquidity. However, ESAs do not always identify
all potential problems and sometimes do not identify all potential environmental
liabilities.  Consequently,  we may have material  environmental  liabilities of
which we are unaware.

Americans with Disabilities Act and Other Changes in Governmental Rules and
Regulations

         Under the Americans  with  Disabilities  Act of 1990, or the "ADA," all
public  accommodations must meet various federal  requirements related to access
and use by  disabled  persons.  Compliance  with the  ADA's  requirements  could
require removal of access barriers,  and non-compliance could result in the U.S.
government  imposing fines or in private litigants  obtaining damages. If we are
required to make substantial modifications to our hotels, whether to comply with
the ADA or other changes in governmental  rules and regulations,  our ability to
make distributions to our shareholders could be adversely affected.

         Fluctuations in our property taxes can adversely  affect our ability to
make distributions to our shareholders.

         Each of our  hotels is  subject to real and  personal  property  taxes.
These taxes on our hotel properties may increase or decrease as tax rates change
and as the  properties  are assessed or  reassessed  by taxing  authorities.  If
property taxes increase, our lease revenues and, therefore,  our ability to make
distributions to our shareholders, could be adversely affected.

         Operating our hotels under franchise  agreements could adversely affect
distributions to our shareholders.

         Substantially all of our hotels operate under franchise  agreements and
we  are  subject  to the  risks  that  are  found  in  concentrating  our  hotel
investments  in several  franchise  brands.  These risks  include  reductions in
business  following  negative publicity related to one of our particular brands.
This could  adversely  affect our lease  revenues and the amounts  available for
distribution to our shareholders.

         The maintenance of the franchise  licenses for our hotels is subject to
our  franchisors'  operating  standards  and  other  terms and  conditions.  Our
franchisors  periodically  inspect  our hotels to ensure  that we and our lessee
follow their  standards.  Failure by our company or our lessee to maintain these
standards  or other terms and  conditions  could  result in a franchise  license
being canceled.  As a condition of our continued holding of a franchise license,
a franchisor could also possibly require us to make capital  expenditures,  even
if we do not believe the capital improvements are necessary or desirable or will
result in an  acceptable  return  on our  investment.  Nonetheless,  we may risk
losing  a  franchise  license  if we do  not  make  franchisor-required  capital
expenditures.



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<PAGE>

         If a franchisor  terminates the franchise license, we may try either to
obtain a  suitable  replacement  franchise  or to  operate  the hotel  without a
franchise  license.  The  loss  of a  franchise  license  could  materially  and
adversely  affect the operations or the underlying value of the hotel because of
the loss of  associated  name  recognition,  marketing  support and  centralized
reservation  systems provided by the franchisor.  Although the percentage leases
require our lessee to maintain the franchise  licenses for each of our hotels, a
lessee's loss of a franchise license for one or more hotels could materially and
adversely  affect our revenues.  This loss of revenues  could,  therefore,  also
adversely effect our cash available for distribution to shareholders.

         Conflicts  of  interest  may  result  in  decisions  not in  your  best
interest.

         Because of James I. Humphrey, Jr.'s ownership in and positions with our
company,  Humphrey  Hospitality  Limited  Partnership and the lessee,  there are
inherent  conflicts of interest in the  disposition and operation of the hotels.
Consequently,  the decisions made or actions taken by our officers and directors
may not have fully  reflected,  and in the future  may not fully  reflect,  your
interests.

         There is no  arm's-length  bargaining  on the  agreements  between  our
company and Mr. Humphrey or the lessee.

         The terms of the current hotel leases and other agreements  between our
company and Mr. Humphrey,  Humphrey  Hospitality  Limited Partnership and/or the
lessee were not negotiated on an arm's-length basis.

         We do not own any interest in the lessee.

         Mr.  Humphrey is a director and officer of our company and the majority
shareholder of the lessee. Consequently, he has a conflict of interest regarding
the  negotiation  of lease  terms and the  enforcement  of the  leases and other
agreements between our company and the lessee.

         The  interests  of certain  limited  partners of  Humphrey  Hospitality
Limited  Partnership may conflict with interests of our company upon the sale or
refinancing of our hotels.

         Some  of  the  limited   partners  of  Humphrey   Hospitality   Limited
Partnership,  including some limited  partners that are related to Mr.  Humphrey
and his  affiliates,  have  unrealized  gain  associated with their interests in
Humphrey  Hospitality  Limited  Partnership.  If  Humphrey  Hospitality  Limited
Partnership  sells certain of the hotels or  refinances or prepays  principal on
its   indebtedness,   some  of  the  limited  partners  may  incur  adverse  tax
consequences.  Therefore,  our company's  interests and those limited  partners'
interests  could be different in connection  with the disposition or refinancing
of a hotel.

         The ability of our board of directors to change our major  policies may
not be in your interest.



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<PAGE>

         Our  major  corporate  policies,   including  our  debt,   acquisition,
financing,  growth,  operations and distribution policies, are determined by our
board.  Our board may amend or revise these and other policies from time to time
without the vote or consent of our shareholders.

         Provisions of our articles of incorporation  and Virginia law may limit
the ability of a third party to acquire control of our company.

Ownership Limitation

         Our  articles of  incorporation  provide that no person may directly or
indirectly own more than 9.9% of our common stock or any series of our preferred
stock.  We refer to this  limitation  as the  "Ownership  Limitation."  This may
prevent an  acquisition  of control of our company by a third party  without our
board's approval,  even if our shareholders  believe the change of control is in
their interest.

Staggered Board of Directors

         Under our  articles of  incorporation,  our board has three  classes of
directors.  Directors  for each class are elected  for a  three-year  term.  The
staggered terms of our directors may affect the ability to change control of our
company,  even if shareholders believe a change of control is in their interest.
This staggered-board feature may also discourage offers or other bids being made
for our capital stock at a premium over the market price.

Authority to Issue Preferred Stock

         Our  articles  of  incorporation  authorizes  our  board to issue up to
10,000,000 shares of preferred stock and to establish the preferences and rights
of any shares  issued.  The issuance of shares of  preferred  stock may have the
effect of delaying or  preventing a change in control of our company,  including
transactions  at a premium over the market price of our capital  stock,  even if
shareholders believe that a change of control is in their interest.

Virginia Anti-Takeover Statutes

         As a Virginia corporation, we are subject to various anti-takeover laws
found in the Virginia Stock  Corporation Act. These laws place  restrictions and
require compliance with various procedures  designed to protect the shareholders
of Virginia  corporations  against unfair or coercive mergers and  acquisitions.
These  restrictions and procedural  requirements may discourage  takeover offers
for, or changes in control of, our company,  including transactions at a premium
over the market price of our capital stock, even if shareholders  believe that a
change of control is in their interest.

         Our failure to qualify as a REIT under the federal tax laws will result
in adverse tax consequences.



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<PAGE>

REIT Minimum Distribution Requirements

         In order to qualify as a REIT, among other  requirements,  each year we
must distribute to our  shareholders at least 95% (90% beginning in 2001) of our
taxable income (other than any net capital gain).  In addition,  we will incur a
4% nondeductible  excise tax if the actual amount we pay out to our shareholders
in a calendar  year is less than a minimum  amount  specified  under the federal
income tax laws. We have  distributed  and intend to continue to distribute  our
income to our shareholders so that we will satisfy the distribution  requirement
and avoid the 4% excise tax. However, because the hotel industry is seasonal, we
could be required to include  earnings  in our taxable  income for tax  purposes
before we actually  receive  the related  cash.  That  timing  difference  could
require  us to  borrow  funds to meet the  distribution  requirement  and  avoid
corporate income tax and the 4% excise tax in a taxable year.

Failure to Qualify as a REIT

         We have operated and intend to continue to operate in a manner so as to
qualify as a REIT for federal  income tax  purposes.  If we fail to qualify as a
REIT in any taxable year, we would be required to pay federal  income tax on our
taxable income. We might need to borrow money or sell assets in order to pay the
tax. Our payment of income tax likely would  substantially  decrease the amounts
available to be paid out to our shareholders. In addition, we no longer would be
required  to  distribute   substantially  all  of  our  taxable  income  to  our
shareholders.  Unless our  failure  to  qualify  as a REIT is excused  under the
federal  income tax laws,  we could not  re-elect  REIT  status  until the fifth
calendar year following the year in which we fail to qualify.

Failure to Have Distributed Supertel Hospitality, Inc.'s Earnings and Profits

         At the end of any  taxable  year,  a REIT may not have any  accumulated
earnings and profits  (described  generally  for federal  income tax purposes as
cumulative  undistributed net income) from a non-REIT corporation.  Prior to the
effective time of the merger between our company and Supertel Hospitality, Inc.,
Supertel  paid a  dividend  to its  stockholders  of record in the amount of its
accumulated  earnings and profits for federal income tax purposes.  Accordingly,
we should not have succeeded to any of the  accumulated  earnings and profits of
Supertel.  However,  the  determination of accumulated  earnings and profits for
federal income tax purposes is extremely complex and Supertel's  computations of
its accumulated  earnings and profits are not binding upon the Internal  Revenue
Service. Should the Internal Revenue Service successfully assert that Supertel's
accumulated  earnings and profits were  greater than the amount  distributed  by
Supertel, we may fail to qualify as a REIT.

         Our sale of  assets  acquired  from  Supertel  within  ten years of the
merger will result in tax.

         We made an election  pursuant to Internal  Revenue Service Notice 88-19
with respect to the assets we acquired from Supertel in the merger.  Pursuant to
that election,  if, within ten years after the merger with Supertel, we sell any
asset  acquired in the merger and recognize a taxable gain on such sale, we will
be taxed at the highest  corporate  rate on an amount equal to the lesser of (1)


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the amount of gain that we  recognize  at the time of the sale or (2) the amount
of gain that we would  have  recognized  if we had sold the asset at the time of
the merger for its then fair market value.

         Our  ownership  limitation  may  prevent  you from  engaging in certain
transfers of our common stock.

         In order to maintain our REIT qualification,  no more than 50% in value
of our outstanding stock may be owned, directly or indirectly,  by five or fewer
individuals  (as defined in the federal income tax laws to include various kinds
of  entities)  during the last half of any taxable  year.  In  addition,  if any
shareholder or group of related or affiliated  shareholders  of our lessee owns,
actually or  constructively,  10% or more of our stock, we likely would lose our
REIT status.  Our articles of  incorporation  contain the Ownership  Limitation,
which  prohibits  both direct and  indirect  ownership  of more than 9.9% of the
outstanding  shares of our common stock or any series of our preferred  stock by
any person, subject to several exceptions.  Generally, any shares of our capital
stock owned by  affiliated  owners will be added  together  for  purposes of the
Ownership Limitation.

         If anyone  transfers  shares in a way that would  violate the Ownership
Limitation or prevent us from  continuing to qualify as a REIT under the federal
income tax laws,  we will  consider  the  transfer  to be null and void from the
outset, and the intended transferee of those shares will be deemed never to have
owned the shares.  Those shares  instead will be  transferred to a trust for the
benefit of a charitable  beneficiary  and will be either redeemed by our company
or sold to a person whose ownership of the shares will not violate the Ownership
Limitation.  Anyone who acquires shares in violation of the Ownership Limitation
or the other restrictions on transfer in our articles of incorporation bears the
risk that he will suffer a financial  loss when the shares are  redeemed or sold
if the market price of our stock falls between the date of purchase and the date
of redemption or sale.

         As described  above,  tax legislation  enacted in 1999 will allow us to
own up to 100% of the stock of a "taxable REIT subsidiary"  beginning on January
1,  2001.  Such a taxable  REIT  subsidiary  can lease our  hotels as long as it
engages an "eligible independent  contractor" to manage and operate the hotels."
Although we do not  currently  intend to lease our hotels to one or more taxable
REIT subsidiaries, we may decide to do so in the future.

         The market price of our equity securities may vary substantially.

         The  trading  prices  of  equity   securities   issued  by  REITs  have
historically  been affected by changes in market  interest rates. An increase in
market interest rates may lead prospective  purchasers of our shares to demand a
higher  annual  yield,  which  could  reduce  the  market  price  of our  equity
securities.  Other  factors  that could  affect  the market  price of our equity
securities  include:  (1) differences  between our actual  financial  results or
operations  and those  expected  by  investors  and  analysts;  (2)  changes  in
analysts'  recommendations  or projections;  (3) changes in general  economic or
market conditions; and (4) broad market fluctuations.

                                       11
<PAGE>

                                    SIGNATURE

         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.

                                      HUMPHREY HOSPITALITY TRUST, INC.

January 19, 2001                       /s/  Paul J. Schulte
                                      --------------------------------------
                                      Paul J. Schulte
                                      Chairman of the Board and
                                      Chief Executive Officer



                                       12
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of Earliest Event Reported): January 19, 2001

                        HUMPHREY HOSPITALITY TRUST, INC.
             (Exact Name of Registrant as Specified in Its Charter)

               Virginia                        0-25060           52-1889548
       ------------------------      -----------------------  -----------------
    (State or other jurisdiction of       (Commission File     (IRS Employer
           incorporation)                     Number)        Identification No.)

     7170 Riverwood Drive
      Columbia, Maryland                                     21046
-------------------------------                         ---------------
(Address of Principal Executive Offices)                   (Zip Code)

                                 (443) 259-4900
              (Registrant's Telephone Number, Including Area Code):

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.           OTHER EVENTS.

Disclosure of Risk Factors

         Humphrey  Hospitality Trust, Inc. is filing this Current Report on Form
8-K to describe  various  material  risk factors  that may affect our  business,
financial condition and operations.

         Some of the information you will find in our Securities Exchange Act of
1934 filings and our  prospectuses  or any  prospectus  supplements  may contain
"forward-looking"  statements. Also, documents subsequently filed by our company
with the Securities and Exchange Commission may contain similar  forward-looking
statements.  You  can  identify  these  types  of  statements  by  their  use of
forward-looking  words  such  as  "may,"  "will,"  "should,"  "could,"  "plans,"
"intends," "expects,"  "anticipates,"  "estimates,"  "projects,"  "continues" or
other  similar  words.  These  types of  statements  discuss  future  events  or
expectations or contain projections or estimates.

         When considering these forward-looking  statements,  you should keep in
mind the  following  risk  factors.  These risk  factors  could cause our actual
financial and operating  results to differ  materially  and adversely from those
contained in or implied by any  forward-looking  statement.  The following  risk
factors are not  necessarily  exhaustive,  particularly  as to  possible  future
events,  and new risk  factors may emerge  periodically.  Many things can happen
that can cause our actual  financial and operating  results to be very different
than those  described by us in our SEC filings.  Any statements  made by us that
are not historical facts should be considered to be forward-looking  statements.
We make no  promise  to  update  any of our  forward-looking  statements,  or to
publicly release the results if we revise any of them.

                                  RISK FACTORS

         Our ability to  maintain  our  historic  rate of  distributions  to our
shareholders is subject to fluctuations in our financial performance,  operating
results and capital improvements requirements.

         As a real  estate  investment  trust,  or  "REIT," we are  required  to
distribute at least 95% (90%  beginning in 2001) of our taxable income each year
to our  shareholders.  To date, since our inception in 1994, we have not reduced
our rate of distributions to our shareholders.  In the event of downturns in our
operating   results  and  financial   performance,   or  unanticipated   capital
improvements to our hotels,  including capital improvements that may be required
by our  franchisors,  we may need to  reduce  our rate of  distributions  to our
shareholders.  The amount of  distributions  are in the sole  discretion  of our
board of  directors.  We cannot  assure  you  either  that we will  continue  to
generate  sufficient cash in order to fund distributions at the same rate as our
current rate, or that our board will continue to maintain our distribution  rate
at the same levels as we have in the past.

         Among the factors that could adversely affect our results of operations
and decrease our  distributions  to  shareholders  are  decreased  rent from the
lessee of our hotels; increased debt

                                       1
service  requirements,  including  those resulting from higher interest rates on
our  variable  rate  indebtedness;  and  capital  expenditures  at  our  hotels,
including capital expenditures  required by the franchisors of our hotels. Among
the factors that could reduce the rent we receive from our lessee are  decreases
in hotel revenues  (since the rent paid by our lessee  depends,  in part, on the
revenues  from the hotels).  Hotel revenue can decrease for a number of reasons,
including  increased  competition  from new hotel rooms and decreased demand for
hotel  rooms.  These  factors  can reduce both  occupancy  and room rates at our
hotels.  Many of the  following  factors  described  in this Form 8-K can affect
adversely the rent we receive from our lessee,  our  operating  expenses and our
ability to make distributions to our shareholders.

         Our  inability to  participate  in operating  decisions  regarding  our
hotels may adversely affect our revenues.

         In order for us to  continue  to  qualify  as a REIT,  we need to lease
substantially all of our hotels to third parties. Under the terms of the leases,
our ability to participate in operating  decisions  regarding the hotels is very
limited.  The lessee presently  controls the daily operations of our hotels.  We
must  depend on lease  payments  from our  lessee for  substantially  all of our
revenues. Even if we believe that our hotels are being operated inefficiently or
in a  manner  that  does  not  result  in  satisfactory  rent  payments  to  the
partnerships that own our hotels, under some circumstances we may not be able to
require a lessee to change the way our hotels are  operated.  Also, in the event
that  our  lessee  should  become   insolvent,   our  lease  payments  would  be
jeopardized, as would our ability to make distributions to our shareholders.

         Tax legislation  enacted in 1999 will allow us to own up to 100% of the
stock of a "taxable  REIT  subsidiary"  beginning  on  January  1, 2001.  Such a
taxable REIT  subsidiary can lease our hotels as long as it engages an "eligible
independent  contractor"  to manage and operate  the hotels.  Although we do not
currently  intend to lease our hotels to one or more taxable REIT  subsidiaries,
we may decide to do so in the future.

         Our inability to obtain financing could limit our growth.

         We are required to distribute  at least 95% (90%  beginning in 2001) of
our taxable income to our shareholders each year in order to continue to qualify
as a REIT. As a result, our ability to fund capital  expenditures,  acquisitions
or hotel development  through retained earnings is very limited.  Our ability to
grow through  acquisitions or development of hotels will be limited if we cannot
obtain debt or equity financing.  In the current capital market environment,  we
believe it would be difficult to obtain equity capital on reasonable terms.

         Neither our articles of incorporation  nor our bylaws limits the amount
of debt that we can incur.  Our board of directors has adopted a current  policy
that limits our outstanding  indebtedness to  approximately  60% of the value of
our hotel portfolio as determined by our lender.  Our board can modify this debt
limitation  policy without  shareholder  approval.  We cannot assure you that we
will be able to obtain  additional equity financing or debt financing or that we
will be able to obtain any financing on favorable terms.

                                       2
Our  debt  service  obligations  could  adversely  affect  our  overall
operating results, may require us to liquidate our properties and may jeopardize
our tax status as a REIT. As of December 31, 2000, we had the capacity to borrow
up to an  additional  $11 million  under our  board's  current  debt  limitation
policy,  assuming all  borrowings  are used to fund  additional  investments  in
hotels.  To the  extent we cannot  meet our debt  service  obligations,  we risk
losing some or all of our assets to foreclosure.  Also,  covenants applicable to
our debt could impair our planned strategies and, if violated,  will result in a
default of our debt  obligations.  Adverse  economic  conditions could result in
higher  interest  rates.  Higher  interest  rates could  increase  debt  service
requirements  on floating  rate debt and could reduce the amounts  available for
distribution  to our  shareholders.  We have  obtained,  and may  obtain  in the
future,  one or more forms of  interest  rate  protection  - in the form of swap
agreements,  interest  rate cap  contracts  or similar  agreements  - to "hedge"
against the possible negative effects of interest rate fluctuations. However, we
cannot assure you that any hedging will relieve the adverse  effects of interest
rate fluctuations. Adverse economic conditions could cause the terms on which we
borrow to be  unfavorable.  We could be required to liquidate one or more of our
hotel investments at times that may not permit us to get a maximum return on our
investments in order to meet our debt service obligations.

         As of December 31, 2000, we had approximately $119 million  outstanding
under existing credit  facilities with maturity dates ranging from 2001 to 2018.
We cannot  assure you that we will be able to obtain a new credit  facility upon
the expiration of our current lines of credit, or that the terms we obtain for a
new credit  facility  will be as  favorable  to us as the terms of our  existing
lines of credit.

         Our ability to make  distributions  to our shareholders may be affected
by factors in the hotel industry that are beyond our control.

Operating Risks

         Our hotels are subject to various  operating risks found throughout the
hotel industry. Many of these risks are beyond our control. These include, among
other things, the following:

          o         competition from other hotels. Our hotels compete with other
                    hotel  properties in their  respective  geographic  markets.
                    Many of our competitors have substantially greater marketing
                    and financial resources than does our lessee;

          o         over-building  in  our  markets,   which  adversely  affects
                    occupancy and revenues at our hotels;

          o         dependence on business and commercial travelers and tourism;

                                       3
o         increases  in energy  costs and  other  expenses,  which may
                    affect travel patterns and reduce the number of business and
                    commercial travelers and tourists; and

          o         adverse  effects of  general,  regional  and local  economic
                    conditions.

         These factors could adversely  affect the amount of rent we receive and
our  lessee's  ability to make  lease  payments,  which in turn could  adversely
affect our ability to make distributions to our shareholders.  Decreases in room
revenues of our hotels will result in  decreased  lease  revenues to our company
under our system of leases,  called percentage leases,  which provide for annual
rent equal to (1) a fixed annual base rent plus (2)  percentage  rent,  which is
based on each hotel's revenues.

Competition for Acquisitions

         We  compete  for  investment  opportunities  with  entities  that  have
substantially  greater financial  resources than we do. These entities generally
may be able to accept more risk than we can manage wisely.  This competition may
generally limit the number of suitable investment  opportunities  offered to us.
This  competition  may also  increase the  bargaining  power of property  owners
seeking to sell to us, making it more difficult for us to acquire new properties
on attractive terms.

Seasonality of Hotel Business

         The hotel industry is seasonal in nature.  Generally,  occupancy  rates
and hotel  revenues  are  greater in the second and third  quarters  than in the
first and fourth quarters,  with the exception of our hotels located in Florida.
This  seasonality can be expected to cause  quarterly  fluctuations in our lease
revenues.  Our quarterly  earnings may be adversely  affected by factors outside
our control,  including bad weather  conditions and poor economic factors.  As a
result,  we may have to enter into short-term  borrowing in our first and fourth
quarters  in  order  to  offset  these  fluctuations  in  revenues  and to  make
distributions to our shareholders.

Investment Concentration in Particular Segments of Single Industry

         Our entire  business is  hotel-related.  Our investment  strategy is to
acquire interests in limited service hotel properties.  Therefore, a downturn in
the hotel  industry,  in  general,  and the  segments  in which we  operate,  in
particular,  will have a  material  adverse  effect on our  lease  revenues  and
amounts available for distribution to our shareholders.

Capital Expenditures

         Our  hotels  have an ongoing  need for  renovations  and other  capital
improvements,  including replacements, from time to time, of furniture, fixtures
and  equipment.  The  franchisors  of our hotels also require  periodic  capital
improvements as a condition of keeping the franchise licenses.  The costs of all
of these capital improvements could adversely affect our financial condition and

                                       4
amounts  available for distribution to our  shareholders.  These renovations may
give rise to the following risks:

          o         possible environmental problems;

          o         construction cost overruns and delays;

          o         a possible  shortage of available  cash to fund  renovations
                    and  the  related   possibility  that  financing  for  these
                    renovations may not be available to us on affordable  terms;
                    and

          o         uncertainties as to market demand or a loss of market demand
                    after renovations have begun.

For the twelve months ended December 31, 2000, we spent approximately $5 million
for capital  improvements to our hotels,  including  approximately $1 million in
franchisor-required  renovations.  In 2001, we expect to spend  approximately $4
million for capital improvements to our hotels.

         Investment  risks in the real estate  industry  generally may adversely
affect our ability to make distributions to our shareholders.

General Risks of Investing in Real Estate

         Our  investments in hotels are subject to varying  degrees of risk that
generally arise from the ownership of real property. The underlying value of our
real estate investments, and our income and ability to make distributions to our
shareholders, depends upon the ability of our lessee to operate our hotels so as
to maintain or increase  room  revenues and generate  enough income in excess of
operating  expenses to make rent  payments  under the  percentage  leases.  Both
income from our hotels and our ability to make distributions to our shareholders
may be  adversely  affected  by changes  beyond  our  control  and our  lessee's
control, including the following:

          o         adverse  changes in national  and local  economic and market
                    conditions;

          o         changes in interest rates and in the availability,  cost and
                    terms of debt financing;

          o         changes  in  governmental   laws  and  regulations,   fiscal
                    policies  and zoning  ordinances  and the  related  costs of
                    compliance  with laws and  regulations,  fiscal policies and
                    ordinances;

          o         the ongoing need for capital  improvements,  particularly in
                    older structures;

          o         changes in operating expenses;

                                       5
o         civil unrest, acts of God, including earthquakes, floods and
                    other natural  disasters,  which may result in uninsured and
                    underinsured losses, and acts of war; and

          o         the relative illiquidity of real estate investments.

Uninsured and Underinsured Losses

         Each  percentage   lease  specifies   comprehensive   insurance  to  be
maintained  on  each of our  hotels,  including  liability,  fire  and  extended
coverage.  We  believe  this  specified  coverage  is of  the  type  and  amount
customarily  obtained  for  or  by  hotel  owners.  However,  various  types  of
catastrophic  losses,  like earthquakes and floods,  may not be insurable or may
not be economically insurable. In the event of a substantial loss, our insurance
coverage may not be able to cover the full current  market value or  replacement
cost  of  our  lost  investment.   Inflation,  changes  in  building  codes  and
ordinances,  environmental  considerations  and other factors might also keep us
from using  insurance  proceeds to replace or renovate a hotel after it has been
damaged or  destroyed.  Under those  circumstances,  the  insurance  proceeds we
receive might be  inadequate to restore our economic  position on the damaged or
destroyed property.

         Noncompliance with governmental  regulations could adversely affect our
operating results.

Environmental Matters

         Our hotel  properties are subject to various  federal,  state and local
environmental  laws. Under these laws,  courts and government  agencies have the
authority  to  require  the  owner of a  contaminated  property  to clean up the
property,  even if the  owner  did not  know of or was not  responsible  for the
contamination. These laws also apply to persons who owned a property at the time
it became contaminated.  In addition to the costs of cleanup,  contamination can
affect  the value of a property  and,  therefore,  an owner's  ability to borrow
funds using the property as collateral.  Under these  environmental laws, courts
and  government  agencies  also have the  authority to require that a person who
sent waste to a waste disposal facility, like a landfill or an incinerator,  pay
for the clean-up of that facility if it becomes contaminated and threatens human
health or the  environment.  Furthermore,  court decisions have established that
third parties may recover  damages for injury caused by property  contamination.
For instance,  a person exposed to asbestos while staying in a hotel may seek to
recover  damages if he suffers injury from the asbestos.  Lastly,  some of these
environmental laws restrict the use of a property or place conditions on various
activities.  One  example is laws that  require a business  using  chemicals  to
manage them carefully and to notify local officials that the chemicals are being
used.

         Our company could be responsible  for the costs  discussed  above if it
found  itself  in one or more of  these  situations.  The  costs  to  clean up a
contaminated   property,   to  defend  against  a  claim,   or  to  comply  with
environmental  laws could be material and could affect the funds  available  for
distribution to our shareholders.  To determine whether any costs of this nature
might be required,  we commissioned studies - called "Phase I environmental site

                                       6
assessments," or "ESAs" - before we acquired our hotels. We obtained the ESAs to
help us identify  whether we might be  responsible  for  cleanup  costs or other
costs in connection  with our hotels.  The ESAs on our hotels did not reveal any
environmental  costs that might have a material  adverse effect on our business,
assets, results of operations or liquidity. However, ESAs do not always identify
all potential problems and sometimes do not identify all potential environmental
liabilities.  Consequently,  we may have material  environmental  liabilities of
which we are unaware.

Americans with Disabilities Act and Other Changes in Governmental Rules and
Regulations

         Under the Americans  with  Disabilities  Act of 1990, or the "ADA," all
public  accommodations must meet various federal  requirements related to access
and use by  disabled  persons.  Compliance  with the  ADA's  requirements  could
require removal of access barriers,  and non-compliance could result in the U.S.
government  imposing fines or in private litigants  obtaining damages. If we are
required to make substantial modifications to our hotels, whether to comply with
the ADA or other changes in governmental  rules and regulations,  our ability to
make distributions to our shareholders could be adversely affected.

         Fluctuations in our property taxes can adversely  affect our ability to
make distributions to our shareholders.

         Each of our  hotels is  subject to real and  personal  property  taxes.
These taxes on our hotel properties may increase or decrease as tax rates change
and as the  properties  are assessed or  reassessed  by taxing  authorities.  If
property taxes increase, our lease revenues and, therefore,  our ability to make
distributions to our shareholders, could be adversely affected.

         Operating our hotels under franchise  agreements could adversely affect
distributions to our shareholders.

         Substantially all of our hotels operate under franchise  agreements and
we  are  subject  to the  risks  that  are  found  in  concentrating  our  hotel
investments  in several  franchise  brands.  These risks  include  reductions in
business  following  negative publicity related to one of our particular brands.
This could  adversely  affect our lease  revenues and the amounts  available for
distribution to our shareholders.

         The maintenance of the franchise  licenses for our hotels is subject to
our  franchisors'  operating  standards  and  other  terms and  conditions.  Our
franchisors  periodically  inspect  our hotels to ensure  that we and our lessee
follow their  standards.  Failure by our company or our lessee to maintain these
standards  or other terms and  conditions  could  result in a franchise  license
being canceled.  As a condition of our continued holding of a franchise license,
a franchisor could also possibly require us to make capital  expenditures,  even
if we do not believe the capital improvements are necessary or desirable or will
result in an  acceptable  return  on our  investment.  Nonetheless,  we may risk
losing  a  franchise  license  if we do  not  make  franchisor-required  capital
expenditures.

                                       7
If a franchisor  terminates the franchise license, we may try either to
obtain a  suitable  replacement  franchise  or to  operate  the hotel  without a
franchise  license.  The  loss  of a  franchise  license  could  materially  and
adversely  affect the operations or the underlying value of the hotel because of
the loss of  associated  name  recognition,  marketing  support and  centralized
reservation  systems provided by the franchisor.  Although the percentage leases
require our lessee to maintain the franchise  licenses for each of our hotels, a
lessee's loss of a franchise license for one or more hotels could materially and
adversely  affect our revenues.  This loss of revenues  could,  therefore,  also
adversely effect our cash available for distribution to shareholders.

         Conflicts  of  interest  may  result  in  decisions  not in  your  best
interest.

         Because of James I. Humphrey, Jr.'s ownership in and positions with our
company,  Humphrey  Hospitality  Limited  Partnership and the lessee,  there are
inherent  conflicts of interest in the  disposition and operation of the hotels.
Consequently,  the decisions made or actions taken by our officers and directors
may not have fully  reflected,  and in the future  may not fully  reflect,  your
interests.

         There is no  arm's-length  bargaining  on the  agreements  between  our
company and Mr. Humphrey or the lessee.

         The terms of the current hotel leases and other agreements  between our
company and Mr. Humphrey,  Humphrey  Hospitality  Limited Partnership and/or the
lessee were not negotiated on an arm's-length basis.

         We do not own any interest in the lessee.

         Mr.  Humphrey is a director and officer of our company and the majority
shareholder of the lessee. Consequently, he has a conflict of interest regarding
the  negotiation  of lease  terms and the  enforcement  of the  leases and other
agreements between our company and the lessee.

         The  interests  of certain  limited  partners of  Humphrey  Hospitality
Limited  Partnership may conflict with interests of our company upon the sale or
refinancing of our hotels.

         Some  of  the  limited   partners  of  Humphrey   Hospitality   Limited
Partnership,  including some limited  partners that are related to Mr.  Humphrey
and his  affiliates,  have  unrealized  gain  associated with their interests in
Humphrey  Hospitality  Limited  Partnership.  If  Humphrey  Hospitality  Limited
Partnership  sells certain of the hotels or  refinances or prepays  principal on
its   indebtedness,   some  of  the  limited  partners  may  incur  adverse  tax
consequences.  Therefore,  our company's  interests and those limited  partners'
interests  could be different in connection  with the disposition or refinancing
of a hotel.

         The ability of our board of directors to change our major  policies may
not be in your interest.

                                       8
Our  major  corporate  policies,   including  our  debt,   acquisition,
financing,  growth,  operations and distribution policies, are determined by our
board.  Our board may amend or revise these and other policies from time to time
without the vote or consent of our shareholders.

         Provisions of our articles of incorporation  and Virginia law may limit
the ability of a third party to acquire control of our company.

Ownership Limitation

         Our  articles of  incorporation  provide that no person may directly or
indirectly own more than 9.9% of our common stock or any series of our preferred
stock.  We refer to this  limitation  as the  "Ownership  Limitation."  This may
prevent an  acquisition  of control of our company by a third party  without our
board's approval,  even if our shareholders  believe the change of control is in
their interest.

Staggered Board of Directors

         Under our  articles of  incorporation,  our board has three  classes of
directors.  Directors  for each class are elected  for a  three-year  term.  The
staggered terms of our directors may affect the ability to change control of our
company,  even if shareholders believe a change of control is in their interest.
This staggered-board feature may also discourage offers or other bids being made
for our capital stock at a premium over the market price.

Authority to Issue Preferred Stock

         Our  articles  of  incorporation  authorizes  our  board to issue up to
10,000,000 shares of preferred stock and to establish the preferences and rights
of any shares  issued.  The issuance of shares of  preferred  stock may have the
effect of delaying or  preventing a change in control of our company,  including
transactions  at a premium over the market price of our capital  stock,  even if
shareholders believe that a change of control is in their interest.

Virginia Anti-Takeover Statutes

         As a Virginia corporation, we are subject to various anti-takeover laws
found in the Virginia Stock  Corporation Act. These laws place  restrictions and
require compliance with various procedures  designed to protect the shareholders
of Virginia  corporations  against unfair or coercive mergers and  acquisitions.
These  restrictions and procedural  requirements may discourage  takeover offers
for, or changes in control of, our company,  including transactions at a premium
over the market price of our capital stock, even if shareholders  believe that a
change of control is in their interest.

         Our failure to qualify as a REIT under the federal tax laws will result
in adverse tax consequences.

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REIT Minimum Distribution Requirements

         In order to qualify as a REIT, among other  requirements,  each year we
must distribute to our  shareholders at least 95% (90% beginning in 2001) of our
taxable income (other than any net capital gain).  In addition,  we will incur a
4% nondeductible  excise tax if the actual amount we pay out to our shareholders
in a calendar  year is less than a minimum  amount  specified  under the federal
income tax laws. We have  distributed  and intend to continue to distribute  our
income to our shareholders so that we will satisfy the distribution  requirement
and avoid the 4% excise tax. However, because the hotel industry is seasonal, we
could be required to include  earnings  in our taxable  income for tax  purposes
before we actually  receive  the related  cash.  That  timing  difference  could
require  us to  borrow  funds to meet the  distribution  requirement  and  avoid
corporate income tax and the 4% excise tax in a taxable year.

Failure to Qualify as a REIT

         We have operated and intend to continue to operate in a manner so as to
qualify as a REIT for federal  income tax  purposes.  If we fail to qualify as a
REIT in any taxable year, we would be required to pay federal  income tax on our
taxable income. We might need to borrow money or sell assets in order to pay the
tax. Our payment of income tax likely would  substantially  decrease the amounts
available to be paid out to our shareholders. In addition, we no longer would be
required  to  distribute   substantially  all  of  our  taxable  income  to  our
shareholders.  Unless our  failure  to  qualify  as a REIT is excused  under the
federal  income tax laws,  we could not  re-elect  REIT  status  until the fifth
calendar year following the year in which we fail to qualify.

Failure to Have Distributed Supertel Hospitality, Inc.'s Earnings and Profits

         At the end of any  taxable  year,  a REIT may not have any  accumulated
earnings and profits  (described  generally  for federal  income tax purposes as
cumulative  undistributed net income) from a non-REIT corporation.  Prior to the
effective time of the merger between our company and Supertel Hospitality, Inc.,
Supertel  paid a  dividend  to its  stockholders  of record in the amount of its
accumulated  earnings and profits for federal income tax purposes.  Accordingly,
we should not have succeeded to any of the  accumulated  earnings and profits of
Supertel.  However,  the  determination of accumulated  earnings and profits for
federal income tax purposes is extremely complex and Supertel's  computations of
its accumulated  earnings and profits are not binding upon the Internal  Revenue
Service. Should the Internal Revenue Service successfully assert that Supertel's
accumulated  earnings and profits were  greater than the amount  distributed  by
Supertel, we may fail to qualify as a REIT.

         Our sale of  assets  acquired  from  Supertel  within  ten years of the
merger will result in tax.

         We made an election  pursuant to Internal  Revenue Service Notice 88-19
with respect to the assets we acquired from Supertel in the merger.  Pursuant to
that election,  if, within ten years after the merger with Supertel, we sell any
asset  acquired in the merger and recognize a taxable gain on such sale, we will
be taxed at the highest  corporate  rate on an amount equal to the lesser of (1)

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the amount of gain that we  recognize  at the time of the sale or (2) the amount
of gain that we would  have  recognized  if we had sold the asset at the time of
the merger for its then fair market value.

         Our  ownership  limitation  may  prevent  you from  engaging in certain
transfers of our common stock.

         In order to maintain our REIT qualification,  no more than 50% in value
of our outstanding stock may be owned, directly or indirectly,  by five or fewer
individuals  (as defined in the federal income tax laws to include various kinds
of  entities)  during the last half of any taxable  year.  In  addition,  if any
shareholder or group of related or affiliated  shareholders  of our lessee owns,
actually or  constructively,  10% or more of our stock, we likely would lose our
REIT status.  Our articles of  incorporation  contain the Ownership  Limitation,
which  prohibits  both direct and  indirect  ownership  of more than 9.9% of the
outstanding  shares of our common stock or any series of our preferred  stock by
any person, subject to several exceptions.  Generally, any shares of our capital
stock owned by  affiliated  owners will be added  together  for  purposes of the
Ownership Limitation.

         If anyone  transfers  shares in a way that would  violate the Ownership
Limitation or prevent us from  continuing to qualify as a REIT under the federal
income tax laws,  we will  consider  the  transfer  to be null and void from the
outset, and the intended transferee of those shares will be deemed never to have
owned the shares.  Those shares  instead will be  transferred to a trust for the
benefit of a charitable  beneficiary  and will be either redeemed by our company
or sold to a person whose ownership of the shares will not violate the Ownership
Limitation.  Anyone who acquires shares in violation of the Ownership Limitation
or the other restrictions on transfer in our articles of incorporation bears the
risk that he will suffer a financial  loss when the shares are  redeemed or sold
if the market price of our stock falls between the date of purchase and the date
of redemption or sale.

         As described  above,  tax legislation  enacted in 1999 will allow us to
own up to 100% of the stock of a "taxable REIT subsidiary"  beginning on January
1,  2001.  Such a taxable  REIT  subsidiary  can lease our  hotels as long as it
engages an "eligible independent  contractor" to manage and operate the hotels."
Although we do not  currently  intend to lease our hotels to one or more taxable
REIT subsidiaries, we may decide to do so in the future.

         The market price of our equity securities may vary substantially.

         The  trading  prices  of  equity   securities   issued  by  REITs  have
historically  been affected by changes in market  interest rates. An increase in
market interest rates may lead prospective  purchasers of our shares to demand a
higher  annual  yield,  which  could  reduce  the  market  price  of our  equity
securities.  Other  factors  that could  affect  the market  price of our equity
securities  include:  (1) differences  between our actual  financial  results or
operations  and those  expected  by  investors  and  analysts;  (2)  changes  in
analysts'  recommendations  or projections;  (3) changes in general  economic or
market conditions; and (4) broad market fluctuations.

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SIGNATURE

         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.

                                      HUMPHREY HOSPITALITY TRUST, INC.

January 19, 2001                       /s/  Paul J. Schulte
                                      --------------------------------------
                                      Paul J. Schulte
                                      Chairman of the Board and
                                      Chief Executive Officer

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