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


                                 April 2, 2002
                Date of Report (Date of Earliest Event Reported)


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


          Virginia                     0-25060                   52-1889548
    --------------------          -----------------           ----------------
(State or Other Jurisdiction    (Commission File No.)         (I.R.S. Employer
      of Incorporation)                                      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)




                                      N/A
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

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.

         With respect to any forward-looking statement that includes a statement
of its  underlying  assumptions  or bases,  we caution you that while we believe
such  assumptions  or bases to be reasonable and have formed them in good faith,
assumed  facts  or  bases  almost  always  vary  from  actual  results  and  the
differences  between  assumed facts or bases and actual  results can be material
depending on the circumstances.  When, in any forward-looking  statement,  we or
our  management  express an  expectation  or belief as to future  results,  that
expectation  or belief is  expressed  in good  faith and is  believed  to have a
reasonable  basis, but there can be no assurance that the stated  expectation or
belief will result or be achieved or accomplished.  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

The current U.S.  economic  recession and the effects of the events of September
11, 2001 have  adversely  affected the hotel industry and may impact our results
of operations and financial condition.

         Before September 11, 2001, our hotels had begun experiencing  declining
revenue per  available  room,  or  "RevPAR,"  as a result of the slowing  United
States  economy.   The  terrorist  attacks  of  September  11,  2001  and  their
after-effects,  as well as the economic  recession,  have substantially  reduced
business  and leisure  travel  throughout  the U.S.  and hotel  industry  RevPAR
generally.  We cannot  predict the extent to which the events of  September  11,
2001 will  continue to directly or indirectly  impact the hotel  industry or our
operating  results  in the  future.  Lower  RevPAR at our  hotels  could have an
adverse effect on our results of operations and financial  condition,  including
our  ability to comply  with our debt  covenants,  our  ability to fund  capital
improvements at our hotels,  and our ability to make  shareholder  distributions
necessary  to maintain  our tax status as a real  estate  investment  trust,  or
"REIT." Additional  terrorist attacks or acts of war against the U.S. could have
further  material  adverse  effects on the hotel  industry and our operations in
particular.

A continued industry  fundamental downturn could adversely affect our results of
operations.

         According to Smith Travel Research, for all U.S. hotels, room supply in
2001 increased 2.4% while demand  decreased 3.4% and this trend may continue for
the immediate  future.  Additionally,  industry RevPAR in 2001 decreased 6.9% as
compared  to the same period in 2000,  and is  expected to decrease  slightly in
2002.



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<PAGE>

         If we are unable to sustain appropriate levels of RevPAR, our operating
margins may  deteriorate  and we may be unable to execute our business  plan. In
addition, if this downward trend continues, we may be unable to continue to meet
our debt service obligations or to obtain necessary additional financing.

We have  restrictive  debt covenants that prohibit  payment of dividends in 2002
and could adversely affect our ability to run our business.

         We file quarterly loan compliance  certificates with six of our lenders
- Mercantile Bank, U.S. Bank,  Marquette Capital Bank, N.A., First National Bank
of Omaha,  Firstar Bank and Fleet  National  Bank  (collectively,  the "Covenant
Lenders").  In filing our loan  compliance  certificates  for the quarter  ended
September  30,  2001,  we  disclosed   non-compliance  with  the  loan  covenant
requirements for our term loan with Marquette Bank ($25.2 million  outstanding),
two term loans with U.S. Bank ($12.0 million and $7.7 million outstanding) and a
term loan with Firstar Bank ($6.3 million outstanding). We also reported that we
were not in compliance with cash flow coverage  requirements for a $22.5 million
revolving credit line with Mercantile  Bank. We subsequently  cured the covenant
default on the $7.7 million U.S. Bank loan through a pay-down using the proceeds
of the sale of our Irving,  Texas hotel, and have since negotiated extended loan
covenant  modifications  with  each  of  the  Covenant  Lenders  allowing  us to
temporarily maintain higher loan to value ratios and lower debt service coverage
ratios.  The modifications were retroactive in effect to September 30, 2001 and,
with the exception of Mercantile Bank,  Firstar Bank and Marquette Bank,  extend
through  September 30, 2002. The Mercantile Bank and Firstar Bank  modifications
terminate on March 31, 2002,  coinciding  with the  anticipated  refinancing  of
these debt  obligations in the second  quarter of 2002.  Marquette Bank extended
its modifications through December 31, 2002. The loan covenant modifications are
subject to specific  lender  conditions,  including a mandatory limit on capital
expenditures  for  fiscal  year  2002,  and  restrictions  prohibiting  dividend
payments to shareholders at any time during 2002.

         As  a  result,   we  will  not  maintain   our  historic   schedule  of
distributions  to shareholders in 2002. The payment of any future dividend is in
the sole  discretion  of our board of  directors.  We cannot assure you that the
company  will  resume the payment of  dividends  upon  compliance  with our debt
covenants  and it is unlikely  that  amounts  distributed  in the future will be
consistent with our historic payment amounts.

         These new  conditions and other  covenants  applicable to our debt will
adversely   affect  our  ability  to  make   acquisitions  of  hotels  and  fund
improvements  at our hotels,  including  improvements  required by our franchise
agreements.  We cannot  assure  you that our loan  covenants  will  permit us to
maintain our historic business strategy.

Our restrictive debt covenants may jeopardize our tax status as a REIT.

         To maintain our REIT tax status,  we generally must distribute at least
90% of our  taxable  income  annually.  In  addition,  we  are  subject  to a 4%
non-deductible  excise tax if the actual amount distributed to shareholders in a
calendar year is less than a minimum amount  specified  under the federal income
tax laws.  As  described  above,  the current  loan  modifications  restrict our
payment of dividends in 2002, however, such payments may be permitted in 2003 to
the  extent  necessary  to  preserve  our REIT tax  status.  We have  previously


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<PAGE>

announced a general dividend policy of paying out  approximately  100% of annual
REIT taxable income. Based upon current economic  conditions,  the rent terms of
the  leases  between  the  TRS  lessee  and  us,  and our  expected  results  of
operations,  we do not anticipate paying a material amount of dividends over the
next  several  years.  In the  event we do not  comply  with  our  debt  service
obligations,  our  Covenant  Lenders  may  further  limit  our  ability  to make
distributions  to our  shareholders,  which could adversely  affect our REIT tax
status.

Our  failure to have  distributed  Supertel  Hospitality,  Inc.'s  earnings  and
profits may compromise our tax status.

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

         We have operated and intend to continue to operate in a manner so as to
qualify  as  a  REIT  for  federal  income  tax  purposes.   However,  the  REIT
qualification  requirements are extremely complicated and interpretations of the
federal  income  tax  laws  governing  qualification  as  a  REIT  are  limited.
Accordingly,  we cannot be  certain  that we have  been or will  continue  to be
successful in operating as a REIT.  At any time,  new laws,  interpretations  or
court  decisions  may  change the  federal  tax laws or the  federal  income tax
consequences of qualification as a REIT.

         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 and our taxable income
would be computed  without a dividends paid  deduction.  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.

Our debt service  obligations  could require us to liquidate our  properties and
may reduce cash available for distribution to our shareholders.

         As of December 31, 2001, we had approximately  $116 million of existing
indebtedness with maturity dates ranging from April 2002 to 2018.  Approximately
$40.1  million of principal is due in 2002 and $26.5  million is due in 2003. We
cannot assure you that we will be able to re-finance or repay such debt when due
or that the terms of any new debt  financings  will be as favorable to us as the
terms of our existing debt financing.

         Adverse  economic  conditions could result in higher interest rates and
other  unfavorable terms on our current and future  borrowings.  Higher interest
rates could increase debt service  requirements  on floating rate debt and could
reduce the amounts available for distribution to our shareholders.  In the past,
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.



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<PAGE>

         In  order to meet our  debt  service  obligations,  we may have to sell
additional hotel investments, potentially at a loss or at times that prohibit us
from achieving  attractive returns.  Failure to pay our indebtedness when due or
failure to cure covenant  defaults could result in higher  interest rates during
the period of such loan defaults, and could ultimately result in the loss of our
hotels through lender foreclosure.

Our ability to make distributions to our shareholders is subject to fluctuations
in  our  financial   performance  and  operating  results  as  well  as  capital
improvement requirements.

         In the  event  of  further  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 the amount of distributions  to our  shareholders  even after any
lender-imposed  restrictions  expire. The amount and timing of distributions are
in the sole  discretion of our board of  directors.  We cannot assure you either
that we  will  be able to  generate  sufficient  cash in  order  to fund  future
distributions and any future  distributions are likely to be at the same rate as
our historical distributions.

         Among the factors that could adversely affect our results of operations
and our  distributions  to  shareholders  are  decreased  RevPAR and reduced net
operating profits or operating losses by our affiliated taxable REIT subsidiary,
or "TRS" lessee; increased debt 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.  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.

         Effective as of January 1, 2002,  we lease all of our hotels to our TRS
lessee subsidiary. Our TRS lessee is subject to hotel operating risks, including
risks of sustaining operating losses after payment of rent,  management fees and
hotel  operating  expenses.  Many of the factors  described in this Form 8-K can
adversely affect the rent we receive from, and the net operating profits of, our
TRS lessee,  our operating expenses and our ability to make distributions to our
shareholders.

Our new  TRS  lessee  structure  subjects  us to the  risk  of  increased  hotel
operating expenses.

         Before January 1, 2002,  substantially all of our hotels were leased to
third  parties under our system of operating  leases,  or  "percentage  leases,"
providing  for the  payment of rent based in part on  revenues  from our hotels.
Accordingly,  our operating risks were  essentially  limited to changes in hotel
revenues and to our third-party  lessee's  ability to pay the rent due under the
percentage  leases.  In 2001,  our lessee  advised us that it had  incurred  and
expected  to continue to incur  losses  from the leasing and  operations  of our
hotels.  For the year ended December 31, 2000, the lessee reported a net loss of
approximately $2.4 million.  The lessee advised us that economic conditions in a
number of our markets had led to decreased  hotel  revenues and increased  hotel
operating  costs.  Hotel  revenues had been  negatively  affected by intense new
competition  in several  markets  as well as by higher  energy  costs  which had
reduced transient  travel.  Hotel operating costs had increased due to increased
utility costs and labor costs. As a result,  the lessee advised us that, without
a  substantial  reduction  in the rent paid to us under the  leases,  the lessee
would be unable to continue to lease and operate our hotels.

         Effective  December 31, 2001, we terminated  the leases with the lessee
and effective  January 1, 2002, we entered into new leases with our taxable REIT
subsidiary  (TRS).  Effective  January 1, 2002,  the TRS lessee  entered  into a
management  agreement with the former lessee to manage the hotels.  As a result,
in addition to the ownership expenses  previously borne by us, our TRS lessee is
now subject to management  fees payable to the manager.  We are also now subject
to the risks of increased hotel operating  expenses for all of our hotels leased
through our TRS lessee structure,  including those suffered by our former lessee
as described above as well as, but not limited to, the following:

        o       wage and benefit costs;

        o       repair and maintenance expenses;



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        o       energy costs;

        o       the costs of liability insurance; and

        o       other operating expenses.

Any increases in these operating expenses can have a significant  adverse impact
on our and our TRS lessee's earnings and cash flow.

The formation of our TRS lessee will increase our overall tax liability.

         The TRS  lessee is  subject  to  federal  and state  income  tax on its
taxable  income,  which  consists of revenues  from the hotels leased by the TRS
lessee net of the  operating  expenses and  management  fees for such hotels and
rent payments.  Accordingly,  although the formation of the TRS lessee allows us
to participate  in the operating  income for the hotels in addition to receiving
rent, that operating income is fully subject to an entity level income tax.

Our returns depend on management of our hotels by third parties.

         In  order  to  qualify  as a REIT,  we  cannot  operate  any  hotel  or
participate in the decisions  affecting the daily operations of any hotel. Under
the REIT  Modernization Act of 1999 (the "RMA"),  which became effective January
1, 2001, REITs are permitted to lease their hotels to wholly-owned  lessees such
as our TRS lessee. Even under the RMA, our TRS lessee may not operate the leased
hotels and,  therefore,  must enter into management  agreements with third-party
eligible  independent  contractors  to manage the hotels.  Thus, an  independent
operator  under a management  agreement  with our TRS lessee  controls the daily
operations of each of our hotels.

         Under  the  terms  of  the  management   agreements,   our  ability  to
participate in operating decisions regarding the hotels is limited. We depend on
these  third-party  management  companies  to  adequately  operate our hotels as
provided in the management  agreements.  We do not have the authority to require
any hotel to be  operated  in a  particular  manner or to govern any  particular
aspect of the daily operations of any hotel (for instance,  setting room rates).
Thus,  even if we believe our hotels are being  operated  inefficiently  or in a
manner that does not result in satisfactory  occupancy rates, RevPAR and average
daily rates,  we may not be able to force the  management  company to change its
method of  operation  of our hotels.  We can only seek  redress if a  management
company violates the terms of the applicable  management  agreement with our TRS
lessee, and then only to the extent of the remedies provided for under the terms
of the management agreement.  Additionally, in the event that we need to replace
our  management  company,  we  may  experience  decreased  occupancy  and  other
significant disruptions at our hotels and in our operations generally.

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 we do;

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

        o       dependence on business and commercial travelers and tourism;

        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



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

         These  factors  could  adversely  affect  the amount of rent we receive
from,  and reduce the net  operating  profits of our TRS  lessee,  which in turn
could adversely affect our ability to make  distributions  to our  shareholders.
Decreases  in room  revenues  of our hotels  will  result in  reduced  operating
profits for our TRS lessee and decreased lease revenues to our company under our
current percentage leases with our TRS lessee.

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.

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
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, 2001, we spent  approximately
$4.5  million  for  capital  improvements  to our  hotels.  In  connection  with
obtaining  loan covenant  waivers from our lenders,  we have agreed to limit our
2002 capital expenditures to approximately 4% of hotel revenues.

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



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<PAGE>

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 on maintaining  or increasing  room revenues and operating
income of our  hotels.  Both  income  from our  hotels  and our  ability to make
distributions to our  shareholders  may be adversely  affected by changes beyond
our  control,  our TRS  lessee's  control  and the  hotels'  managers'  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;

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

        o       the relative illiquidity of real estate investments.

Uninsured and Underinsured Losses

         We maintain  comprehensive  insurance on each of our hotels,  including
liability,  fire and  extended  coverage  of the type and amount we believe  are
customarily  obtained  for  or  by  hotel  owners.  However,  various  types  of
catastrophic losses, like earthquakes,  floods and wars, 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.  If an uninsured loss occurs, we may lose both our invested
capital and anticipated  profits from the property.  Insurance payouts resulting
from the terrorist  attacks  occurring on September 11, 2001 will  significantly
reduce the insurance industry's reserves. Moreover, the demand for higher levels
of  insurance  coverage  will likely  increase  because of these  attacks.  As a
result, our insurance premiums may increase  significantly in the future,  which
may have a materially adverse impact on our cash flow.  Furthermore,  we may not
be able to purchase  policies in the future with coverage limits and deductibles
similar to those purchased for the year 2002. In renewing insurance coverage for
the policy  year  ending  December  31,  2002,  we  experienced  an  increase of
approximately  11%  and 83% in the  cost of  property  insurance  and  liability
insurance,  respectively.  Because it is  impossible  to determine  what kind of
policies  will be available  in the future and at what prices,  we are unable to
determine whether we will be able to maintain  insurance coverage levels similar
to those secured for 2002. Our real property  insurance policies put into effect
on December 31, 2001 do not expressly exclude from coverage hostile acts, except
for  acts  of  war.  However,  future  insurance  policies  purchased  by us may
expressly  exclude  hostile acts,  and it may be impossible or very expensive to
obtain insurance covering terrorist attacks.

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,
payable by our TRS lessee.  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.  An increase in property taxes would  adversely  affect the


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<PAGE>

revenues  of our TRS  lessee  and could  adversely  affect the amount of rent we
receive  from the TRS lessee.  An increase  in  property  taxes could  therefore
adversely affect our ability to make distributions to our shareholders.

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 of  concentrating  our hotel  investments in several
franchise brands.  These risks include reductions in business following negative
publicity  related to one of our particular  brands.  Risks  associated with our
brands 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 TRS lessee
follow their  standards.  Failure 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.

         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.  All of the franchise  licenses
are  currently  held  by  Humphrey  Hospitality  Management,  Inc.  ("HHM").  In
connection with the TRS structure,  we expect to arrange for the transfer,  over
time, of the franchise licenses from HHM to the TRS lessee.  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 affect our cash
available for distribution to shareholders.

Our inability to obtain financing could limit our growth.

         We are required to distribute at least 90% of our taxable income to our
shareholders  each year in order to  continue  to  qualify  as a REIT.  Our debt
service  obligations  and  distribution  requirements  limit our ability to fund
capital  expenditures,  acquisitions  and  hotel  development  through  retained
earnings. 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 we can  incur.  Our board can  implement  and  modify a 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.

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


                                       9
<PAGE>

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  at a  property.  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 Phase I environmental  site assessments,  or
"ESAs" before we acquired our hotels.  These studies  typically include a review
of historical information and a site visit, but not soil or groundwater testing.
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  conditions  that are likely to have a
material  adverse  effect on our  business,  assets,  results of  operations  or
liquidity.  However,  ESAs do not always  identify  all  potential  problems  or
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 were
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 and meet our other  obligations could be
adversely affected.

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 manager of all of our
hotels,  HHM,  there are  inherent  conflicts  of interest  in the  acquisition,
disposition and operation of the hotels. Mr. Humphrey owns operating partnership
units  in  Humphrey  Hospitality  Limited  Partnership,   which,  if  converted,
represent approximately 5.7% of our common stock. Mr. Humphrey is concurrently a
director and the secretary of our company and the chairman and sole  shareholder
of HHM.  In  addition,  Paul J.  Schulte is a director  and  approximately  7.4%
shareholder of our company and the president of Supertel Hospitality Management,
Inc., a subsidiary of HHM. 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.

Lack of arm's-length relationship between our company and the manager.

         The terms of agreements between our company and Mr. Humphrey,  Humphrey
Hospitality  Limited  Partnership and/or the manager may not be negotiated on an
arm's-length  basis.  Given Mr. Humphrey's and Mr. Schulte's  positions with our
company and the management  company,  they have a conflict of interest regarding
the negotiation and enforcement of agreements  between our company and HHM. As a
result,  the terms of  agreements  between HHM and us may not be as favorable as
those that could be reached with an unrelated third party and we may not enforce
the terms of those  agreements  as strictly as we would with an unrelated  third
party.

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, which could cause such decisions to not fully reflect  shareholders'
interests.



                                       10
<PAGE>

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

         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.

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 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 our 1999  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) 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


                                       11
<PAGE>

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.

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:

        o       differences  between our actual financial  results of operations
                and those expected by investors and analysts;

        o       changes in analysts' recommendations or projections;

        o       changes in general economic or market conditions; and

        o       broad market fluctuations.


                                       12
<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.



April 2, 2002                            /s/ George R. Whittemore
                                        ----------------------------------------
                                        George R. Whittemore
                                        President










                                       13
[{"type": "8-K", "sequence": "1", "filename": "hump_8k.txt", "description": "FORM 8-K", "secsgml_size_bytes": 47038}]
{"company-data": {"conformed-name": "HUMPHREY HOSPITALITY TRUST INC", "cik": "0000929545", "assigned-sic": "6798", "irs-number": "521889548", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25060", "film-number": "02600439"}, "business-address": {"street1": "7170 RIVERWOOD DRIVE", "city": "COLUMBIA", "state": "MD", "zip": "21046", "phone": "3016804343"}, "mail-address": {"street1": "7170 RIVERWOOD DRIVE", "city": "COLUMBIA", "state": "MD", "zip": "21046"}}
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

                                 April 2, 2002
                Date of Report (Date of Earliest Event Reported)

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

          Virginia                     0-25060                   52-1889548
    --------------------          -----------------           ----------------
(State or Other Jurisdiction    (Commission File No.)         (I.R.S. Employer
      of Incorporation)                                      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)

                                      N/A
          (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.

         With respect to any forward-looking statement that includes a statement
of its  underlying  assumptions  or bases,  we caution you that while we believe
such  assumptions  or bases to be reasonable and have formed them in good faith,
assumed  facts  or  bases  almost  always  vary  from  actual  results  and  the
differences  between  assumed facts or bases and actual  results can be material
depending on the circumstances.  When, in any forward-looking  statement,  we or
our  management  express an  expectation  or belief as to future  results,  that
expectation  or belief is  expressed  in good  faith and is  believed  to have a
reasonable  basis, but there can be no assurance that the stated  expectation or
belief will result or be achieved or accomplished.  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

The current U.S.  economic  recession and the effects of the events of September
11, 2001 have  adversely  affected the hotel industry and may impact our results
of operations and financial condition.

         Before September 11, 2001, our hotels had begun experiencing  declining
revenue per  available  room,  or  "RevPAR,"  as a result of the slowing  United
States  economy.   The  terrorist  attacks  of  September  11,  2001  and  their
after-effects,  as well as the economic  recession,  have substantially  reduced
business  and leisure  travel  throughout  the U.S.  and hotel  industry  RevPAR
generally.  We cannot  predict the extent to which the events of  September  11,
2001 will  continue to directly or indirectly  impact the hotel  industry or our
operating  results  in the  future.  Lower  RevPAR at our  hotels  could have an
adverse effect on our results of operations and financial  condition,  including
our  ability to comply  with our debt  covenants,  our  ability to fund  capital
improvements at our hotels,  and our ability to make  shareholder  distributions
necessary  to maintain  our tax status as a real  estate  investment  trust,  or
"REIT." Additional  terrorist attacks or acts of war against the U.S. could have
further  material  adverse  effects on the hotel  industry and our operations in
particular.

A continued industry  fundamental downturn could adversely affect our results of
operations.

         According to Smith Travel Research, for all U.S. hotels, room supply in
2001 increased 2.4% while demand  decreased 3.4% and this trend may continue for
the immediate  future.  Additionally,  industry RevPAR in 2001 decreased 6.9% as
compared  to the same period in 2000,  and is  expected to decrease  slightly in
2002.

                                       2
If we are unable to sustain appropriate levels of RevPAR, our operating
margins may  deteriorate  and we may be unable to execute our business  plan. In
addition, if this downward trend continues, we may be unable to continue to meet
our debt service obligations or to obtain necessary additional financing.

We have  restrictive  debt covenants that prohibit  payment of dividends in 2002
and could adversely affect our ability to run our business.

         We file quarterly loan compliance  certificates with six of our lenders
- Mercantile Bank, U.S. Bank,  Marquette Capital Bank, N.A., First National Bank
of Omaha,  Firstar Bank and Fleet  National  Bank  (collectively,  the "Covenant
Lenders").  In filing our loan  compliance  certificates  for the quarter  ended
September  30,  2001,  we  disclosed   non-compliance  with  the  loan  covenant
requirements for our term loan with Marquette Bank ($25.2 million  outstanding),
two term loans with U.S. Bank ($12.0 million and $7.7 million outstanding) and a
term loan with Firstar Bank ($6.3 million outstanding). We also reported that we
were not in compliance with cash flow coverage  requirements for a $22.5 million
revolving credit line with Mercantile  Bank. We subsequently  cured the covenant
default on the $7.7 million U.S. Bank loan through a pay-down using the proceeds
of the sale of our Irving,  Texas hotel, and have since negotiated extended loan
covenant  modifications  with  each  of  the  Covenant  Lenders  allowing  us to
temporarily maintain higher loan to value ratios and lower debt service coverage
ratios.  The modifications were retroactive in effect to September 30, 2001 and,
with the exception of Mercantile Bank,  Firstar Bank and Marquette Bank,  extend
through  September 30, 2002. The Mercantile Bank and Firstar Bank  modifications
terminate on March 31, 2002,  coinciding  with the  anticipated  refinancing  of
these debt  obligations in the second  quarter of 2002.  Marquette Bank extended
its modifications through December 31, 2002. The loan covenant modifications are
subject to specific  lender  conditions,  including a mandatory limit on capital
expenditures  for  fiscal  year  2002,  and  restrictions  prohibiting  dividend
payments to shareholders at any time during 2002.

         As  a  result,   we  will  not  maintain   our  historic   schedule  of
distributions  to shareholders in 2002. The payment of any future dividend is in
the sole  discretion  of our board of  directors.  We cannot assure you that the
company  will  resume the payment of  dividends  upon  compliance  with our debt
covenants  and it is unlikely  that  amounts  distributed  in the future will be
consistent with our historic payment amounts.

         These new  conditions and other  covenants  applicable to our debt will
adversely   affect  our  ability  to  make   acquisitions  of  hotels  and  fund
improvements  at our hotels,  including  improvements  required by our franchise
agreements.  We cannot  assure  you that our loan  covenants  will  permit us to
maintain our historic business strategy.

Our restrictive debt covenants may jeopardize our tax status as a REIT.

         To maintain our REIT tax status,  we generally must distribute at least
90% of our  taxable  income  annually.  In  addition,  we  are  subject  to a 4%
non-deductible  excise tax if the actual amount distributed to shareholders in a
calendar year is less than a minimum amount  specified  under the federal income
tax laws.  As  described  above,  the current  loan  modifications  restrict our
payment of dividends in 2002, however, such payments may be permitted in 2003 to
the  extent  necessary  to  preserve  our REIT tax  status.  We have  previously

                                       3
announced a general dividend policy of paying out  approximately  100% of annual
REIT taxable income. Based upon current economic  conditions,  the rent terms of
the  leases  between  the  TRS  lessee  and  us,  and our  expected  results  of
operations,  we do not anticipate paying a material amount of dividends over the
next  several  years.  In the  event we do not  comply  with  our  debt  service
obligations,  our  Covenant  Lenders  may  further  limit  our  ability  to make
distributions  to our  shareholders,  which could adversely  affect our REIT tax
status.

Our  failure to have  distributed  Supertel  Hospitality,  Inc.'s  earnings  and
profits may compromise our tax status.

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

         We have operated and intend to continue to operate in a manner so as to
qualify  as  a  REIT  for  federal  income  tax  purposes.   However,  the  REIT
qualification  requirements are extremely complicated and interpretations of the
federal  income  tax  laws  governing  qualification  as  a  REIT  are  limited.
Accordingly,  we cannot be  certain  that we have  been or will  continue  to be
successful in operating as a REIT.  At any time,  new laws,  interpretations  or
court  decisions  may  change the  federal  tax laws or the  federal  income tax
consequences of qualification as a REIT.

         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 and our taxable income
would be computed  without a dividends paid  deduction.  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.

Our debt service  obligations  could require us to liquidate our  properties and
may reduce cash available for distribution to our shareholders.

         As of December 31, 2001, we had approximately  $116 million of existing
indebtedness with maturity dates ranging from April 2002 to 2018.  Approximately
$40.1  million of principal is due in 2002 and $26.5  million is due in 2003. We
cannot assure you that we will be able to re-finance or repay such debt when due
or that the terms of any new debt  financings  will be as favorable to us as the
terms of our existing debt financing.

         Adverse  economic  conditions could result in higher interest rates and
other  unfavorable terms on our current and future  borrowings.  Higher interest
rates could increase debt service  requirements  on floating rate debt and could
reduce the amounts available for distribution to our shareholders.  In the past,
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.

                                       4
In  order to meet our  debt  service  obligations,  we may have to sell
additional hotel investments, potentially at a loss or at times that prohibit us
from achieving  attractive returns.  Failure to pay our indebtedness when due or
failure to cure covenant  defaults could result in higher  interest rates during
the period of such loan defaults, and could ultimately result in the loss of our
hotels through lender foreclosure.

Our ability to make distributions to our shareholders is subject to fluctuations
in  our  financial   performance  and  operating  results  as  well  as  capital
improvement requirements.

         In the  event  of  further  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 the amount of distributions  to our  shareholders  even after any
lender-imposed  restrictions  expire. The amount and timing of distributions are
in the sole  discretion of our board of  directors.  We cannot assure you either
that we  will  be able to  generate  sufficient  cash in  order  to fund  future
distributions and any future  distributions are likely to be at the same rate as
our historical distributions.

         Among the factors that could adversely affect our results of operations
and our  distributions  to  shareholders  are  decreased  RevPAR and reduced net
operating profits or operating losses by our affiliated taxable REIT subsidiary,
or "TRS" lessee; increased debt 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.  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.

         Effective as of January 1, 2002,  we lease all of our hotels to our TRS
lessee subsidiary. Our TRS lessee is subject to hotel operating risks, including
risks of sustaining operating losses after payment of rent,  management fees and
hotel  operating  expenses.  Many of the factors  described in this Form 8-K can
adversely affect the rent we receive from, and the net operating profits of, our
TRS lessee,  our operating expenses and our ability to make distributions to our
shareholders.

Our new  TRS  lessee  structure  subjects  us to the  risk  of  increased  hotel
operating expenses.

         Before January 1, 2002,  substantially all of our hotels were leased to
third  parties under our system of operating  leases,  or  "percentage  leases,"
providing  for the  payment of rent based in part on  revenues  from our hotels.
Accordingly,  our operating risks were  essentially  limited to changes in hotel
revenues and to our third-party  lessee's  ability to pay the rent due under the
percentage  leases.  In 2001,  our lessee  advised us that it had  incurred  and
expected  to continue to incur  losses  from the leasing and  operations  of our
hotels.  For the year ended December 31, 2000, the lessee reported a net loss of
approximately $2.4 million.  The lessee advised us that economic conditions in a
number of our markets had led to decreased  hotel  revenues and increased  hotel
operating  costs.  Hotel  revenues had been  negatively  affected by intense new
competition  in several  markets  as well as by higher  energy  costs  which had
reduced transient  travel.  Hotel operating costs had increased due to increased
utility costs and labor costs. As a result,  the lessee advised us that, without
a  substantial  reduction  in the rent paid to us under the  leases,  the lessee
would be unable to continue to lease and operate our hotels.

         Effective  December 31, 2001, we terminated  the leases with the lessee
and effective  January 1, 2002, we entered into new leases with our taxable REIT
subsidiary  (TRS).  Effective  January 1, 2002,  the TRS lessee  entered  into a
management  agreement with the former lessee to manage the hotels.  As a result,
in addition to the ownership expenses  previously borne by us, our TRS lessee is
now subject to management  fees payable to the manager.  We are also now subject
to the risks of increased hotel operating  expenses for all of our hotels leased
through our TRS lessee structure,  including those suffered by our former lessee
as described above as well as, but not limited to, the following:

        o       wage and benefit costs;

        o       repair and maintenance expenses;

                                       5
o       energy costs;

        o       the costs of liability insurance; and

        o       other operating expenses.

Any increases in these operating expenses can have a significant  adverse impact
on our and our TRS lessee's earnings and cash flow.

The formation of our TRS lessee will increase our overall tax liability.

         The TRS  lessee is  subject  to  federal  and state  income  tax on its
taxable  income,  which  consists of revenues  from the hotels leased by the TRS
lessee net of the  operating  expenses and  management  fees for such hotels and
rent payments.  Accordingly,  although the formation of the TRS lessee allows us
to participate  in the operating  income for the hotels in addition to receiving
rent, that operating income is fully subject to an entity level income tax.

Our returns depend on management of our hotels by third parties.

         In  order  to  qualify  as a REIT,  we  cannot  operate  any  hotel  or
participate in the decisions  affecting the daily operations of any hotel. Under
the REIT  Modernization Act of 1999 (the "RMA"),  which became effective January
1, 2001, REITs are permitted to lease their hotels to wholly-owned  lessees such
as our TRS lessee. Even under the RMA, our TRS lessee may not operate the leased
hotels and,  therefore,  must enter into management  agreements with third-party
eligible  independent  contractors  to manage the hotels.  Thus, an  independent
operator  under a management  agreement  with our TRS lessee  controls the daily
operations of each of our hotels.

         Under  the  terms  of  the  management   agreements,   our  ability  to
participate in operating decisions regarding the hotels is limited. We depend on
these  third-party  management  companies  to  adequately  operate our hotels as
provided in the management  agreements.  We do not have the authority to require
any hotel to be  operated  in a  particular  manner or to govern any  particular
aspect of the daily operations of any hotel (for instance,  setting room rates).
Thus,  even if we believe our hotels are being  operated  inefficiently  or in a
manner that does not result in satisfactory  occupancy rates, RevPAR and average
daily rates,  we may not be able to force the  management  company to change its
method of  operation  of our hotels.  We can only seek  redress if a  management
company violates the terms of the applicable  management  agreement with our TRS
lessee, and then only to the extent of the remedies provided for under the terms
of the management agreement.  Additionally, in the event that we need to replace
our  management  company,  we  may  experience  decreased  occupancy  and  other
significant disruptions at our hotels and in our operations generally.

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 we do;

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

        o       dependence on business and commercial travelers and tourism;

        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

                                       6
o       adverse   effects  of  general,   regional  and  local  economic
                conditions.

         These  factors  could  adversely  affect  the amount of rent we receive
from,  and reduce the net  operating  profits of our TRS  lessee,  which in turn
could adversely affect our ability to make  distributions  to our  shareholders.
Decreases  in room  revenues  of our hotels  will  result in  reduced  operating
profits for our TRS lessee and decreased lease revenues to our company under our
current percentage leases with our TRS lessee.

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.

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
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, 2001, we spent  approximately
$4.5  million  for  capital  improvements  to our  hotels.  In  connection  with
obtaining  loan covenant  waivers from our lenders,  we have agreed to limit our
2002 capital expenditures to approximately 4% of hotel revenues.

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

                                       7
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 on maintaining  or increasing  room revenues and operating
income of our  hotels.  Both  income  from our  hotels  and our  ability to make
distributions to our  shareholders  may be adversely  affected by changes beyond
our  control,  our TRS  lessee's  control  and the  hotels'  managers'  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;

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

        o       the relative illiquidity of real estate investments.

Uninsured and Underinsured Losses

         We maintain  comprehensive  insurance on each of our hotels,  including
liability,  fire and  extended  coverage  of the type and amount we believe  are
customarily  obtained  for  or  by  hotel  owners.  However,  various  types  of
catastrophic losses, like earthquakes,  floods and wars, 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.  If an uninsured loss occurs, we may lose both our invested
capital and anticipated  profits from the property.  Insurance payouts resulting
from the terrorist  attacks  occurring on September 11, 2001 will  significantly
reduce the insurance industry's reserves. Moreover, the demand for higher levels
of  insurance  coverage  will likely  increase  because of these  attacks.  As a
result, our insurance premiums may increase  significantly in the future,  which
may have a materially adverse impact on our cash flow.  Furthermore,  we may not
be able to purchase  policies in the future with coverage limits and deductibles
similar to those purchased for the year 2002. In renewing insurance coverage for
the policy  year  ending  December  31,  2002,  we  experienced  an  increase of
approximately  11%  and 83% in the  cost of  property  insurance  and  liability
insurance,  respectively.  Because it is  impossible  to determine  what kind of
policies  will be available  in the future and at what prices,  we are unable to
determine whether we will be able to maintain  insurance coverage levels similar
to those secured for 2002. Our real property  insurance policies put into effect
on December 31, 2001 do not expressly exclude from coverage hostile acts, except
for  acts  of  war.  However,  future  insurance  policies  purchased  by us may
expressly  exclude  hostile acts,  and it may be impossible or very expensive to
obtain insurance covering terrorist attacks.

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,
payable by our TRS lessee.  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.  An increase in property taxes would  adversely  affect the

                                       8
revenues  of our TRS  lessee  and could  adversely  affect the amount of rent we
receive  from the TRS lessee.  An increase  in  property  taxes could  therefore
adversely affect our ability to make distributions to our shareholders.

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 of  concentrating  our hotel  investments in several
franchise brands.  These risks include reductions in business following negative
publicity  related to one of our particular  brands.  Risks  associated with our
brands 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 TRS lessee
follow their  standards.  Failure 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.

         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.  All of the franchise  licenses
are  currently  held  by  Humphrey  Hospitality  Management,  Inc.  ("HHM").  In
connection with the TRS structure,  we expect to arrange for the transfer,  over
time, of the franchise licenses from HHM to the TRS lessee.  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 affect our cash
available for distribution to shareholders.

Our inability to obtain financing could limit our growth.

         We are required to distribute at least 90% of our taxable income to our
shareholders  each year in order to  continue  to  qualify  as a REIT.  Our debt
service  obligations  and  distribution  requirements  limit our ability to fund
capital  expenditures,  acquisitions  and  hotel  development  through  retained
earnings. 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 we can  incur.  Our board can  implement  and  modify a 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.

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

                                       9
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  at a  property.  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 Phase I environmental  site assessments,  or
"ESAs" before we acquired our hotels.  These studies  typically include a review
of historical information and a site visit, but not soil or groundwater testing.
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  conditions  that are likely to have a
material  adverse  effect on our  business,  assets,  results of  operations  or
liquidity.  However,  ESAs do not always  identify  all  potential  problems  or
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 were
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 and meet our other  obligations could be
adversely affected.

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 manager of all of our
hotels,  HHM,  there are  inherent  conflicts  of interest  in the  acquisition,
disposition and operation of the hotels. Mr. Humphrey owns operating partnership
units  in  Humphrey  Hospitality  Limited  Partnership,   which,  if  converted,
represent approximately 5.7% of our common stock. Mr. Humphrey is concurrently a
director and the secretary of our company and the chairman and sole  shareholder
of HHM.  In  addition,  Paul J.  Schulte is a director  and  approximately  7.4%
shareholder of our company and the president of Supertel Hospitality Management,
Inc., a subsidiary of HHM. 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.

Lack of arm's-length relationship between our company and the manager.

         The terms of agreements between our company and Mr. Humphrey,  Humphrey
Hospitality  Limited  Partnership and/or the manager may not be negotiated on an
arm's-length  basis.  Given Mr. Humphrey's and Mr. Schulte's  positions with our
company and the management  company,  they have a conflict of interest regarding
the negotiation and enforcement of agreements  between our company and HHM. As a
result,  the terms of  agreements  between HHM and us may not be as favorable as
those that could be reached with an unrelated third party and we may not enforce
the terms of those  agreements  as strictly as we would with an unrelated  third
party.

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, which could cause such decisions to not fully reflect  shareholders'
interests.

                                       10
The ability of our board of directors to change our major policies may not be in
shareholders' interest.

         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.

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 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 our 1999  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) 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

                                       11
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.

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:

        o       differences  between our actual financial  results of operations
                and those expected by investors and analysts;

        o       changes in analysts' recommendations or projections;

        o       changes in general economic or market conditions; and

        o       broad market fluctuations.

                                       12
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.

April 2, 2002                            /s/ George R. Whittemore
                                        ----------------------------------------
                                        George R. Whittemore
                                        President

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