Total Pages: 19
                                       Exhibit Index on Page:  6
                                       Registration No. 333-_____
=================================================================

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549
                                                     

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                                     

                   SUPERTEL HOSPITALITY, INC.
         (Exact Name of Issuer as Specified in its Charter)

               Delaware                          47-0774097
     (State or Other Jurisdiction of         (I.R.S. Employer
     Incorporation of Organization)          Identification No.)

          309 North 5th Street
          Norfolk, Nebraska                         68701

     (Address of Principal Executive Offices)     (Zip Code)

                                                   

                 Supertel 1997 Stock Option Plan
                    (Full Title of the Plan)
                                                   

     Paul J. Schulte, President and Chief Executive Officer
                   Supertel Hospitality, Inc.
                      309 North 5th Street
                    Norfolk, Nebraska  68701
             (Name and Address of Agent for Service)

Telephone Number, Including Area Code,
               of Agent for Service:  402-371-2520

                 CALCULATION OF REGISTRATION FEE
=================================================================
Title of    Amount to   Proposed maxi-   Proposed maxi-   Amount
of
securi-     be regis-   mum offering     mum aggregate   
registra-
ties to be  tered       price per        offering price   tion
fee
registered              share                                    

Common      250,000     $8.50*           $2,125,000*      $644
Stock

*Estimated solely for the purposes of calculating the amount of
the registration fee, pursuant to Rule 457(c), on the basis of
the average of the high and low sales prices on May 1, 1997.


<PAGE>


PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation by Certain Documents by Reference.

     Supertel Hospitality, Inc. (the "Company") hereby
incorporates by reference in this Registration Statement the
following documents previously filed with the Securities and
Exchange Commission:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1996.

     (b)  All other reports filed pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act of 1934 (the
          "Exchange Act") since the end of the Company's fiscal
          year ended December 31, 1996.

     (c)  The description of the Company's common stock contained
          in a registration statement filed under the Exchange
          Act, including any amendment or report filed for the
          purpose of updating such description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be
a part thereof from the date of filing of such documents.

Item 6.   Indemnification of Directors and Officers.

     Pursuant to Article VI of the Certificate of Incorporation
of the Company, the Company shall, to the extent required, and
may, to the extent permitted, by Section 102 and Section 145 of
the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify and reimburse all persons whom it
may indemnify and reimburse pursuant thereto.  No director shall
be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director; provided, a director
shall continue to be liable for (i) any breach of a director's
duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) paying a dividend
or approving a stock repurchase which would violate Section 174
of the General Corporation Law of the State of Delaware; or (iv)
any transaction from which the director derived an improper
personal benefit.

     The by-laws of the Company provide for indemnification of
Company  officers  and directors  against all expenses, liability
or losses reasonably incurred or suffered by them, including
liability arising under the Securities Act of 1933, to the extent
legally permissible under the Delaware General Corporation Law
where any such person was, is, or is threatened to be made a
party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact he was serving the Company in such capacity. 
Generally, under Delaware law, indemnification will only be
available where an officer or director can establish that such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Company.

     The Company also maintains a director and officer insurance
policy which insures the officers and directors of the Company
and its subsidiaries against damages, judgments, settlements and
costs incurred by reason of certain wrongful acts committed by
such persons in their capacities as officers and directors.

Item 8.   Exhibits

          4.1  -    Supertel 1997 Stock Option Plan

          5    -    Opinion of McGrath, North, Mullin & Kratz,
P.C.

          23.1 -    Consent of McGrath, North, Mullin & Kratz,
                    P.C., counsel for the Company (included as
part
                    of Exhibit 5)

          23.2 -    Consent of KPMG Peat Marwick LLP

          24   -    Powers of Attorney

Item 9.   Undertakings

     A.   The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this registration statement:

               (i)       To include any prospectus required by
                         Section 10(a)(3) of the Securities Act
                         of 1933 (the "Securities Act");

               (ii)      To reflect in the prospectus any facts
                         or events arising after the effective
                         date of the registration statement (or
                         the most recent post-effective amendment
                         thereof) which, individually or in the
                         aggregate, represent a fundamental
                         change in the information set forth in
                         the registration statement;

               (iii)     To include any material information with
                         respect to the plan of distribution not
                         previously disclosed in the registration
                         statement or any material change to such
                         information in the registration
                         statement;

               provided, however that paragraph (A)(l)(i) and
               (A)(l)(ii) do not apply if the information
               required to be included in a post-effective
               amendment by the foregoing paragraphs is contained
               in periodic reports filed by the Company pursuant
               to Section 13 or Section 15(d) of the Exchange Act
               that are incorporated by reference in the
               registration statement.

          (2)  That, for the purpose of determining any liability
               under the Securities Act, each such post-effective
               amendment shall be deemed to be a new registration
               statement relating to the securities offered
               therein, and the offering of such securities at
               that time shall be deemed to be the initial bona
               fide offering thereof.

          (3)  To remove from registration by means of a post-
               effective amendment any of the securities being
               registered which remain unsold at the termination
               of the offering.

     B.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to 
Section  13(a)  or  Section  15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall he deemed to be the initial bona fide offering
thereof.

     C.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.









<PAGE>

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
Supertel Hospitality, Inc., a Delaware corporation, certifies
that it has reasonable grounds to believe that it meets all the
requirements for filing on Form  S-8, and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk,
and the State of Nebraska, on this 5th day of May, 1997.

                                 Supertel Hospitality, Inc.

                                      /s/ Paul J. Schulte
                                 By_________________________
                                 Paul J. Schulte, President


     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated on the 5th day of
May, 1997.

     Signature                           Title

  /s/ Paul J. Schulte
_________________________    President (Principal Executive
Paul J. Schulte              Officer) and Director

  /s/ Steve H. Borgmann
_________________________    Executive Vice President
Steve H. Borgmann            and Director

  /s/ Troy Beatty
_________________________    Senior Vice President and Chief
Troy Beatty                  Financial Officer (Principal
                             Financial and Accounting Officer)


     Richard Herink*                     Director
     Joseph Caggiano*                    Director
     Loren Steele*                       Director


     *This registration statement has been signed by the
undersigned as attorney-in-fact on behalf of each person so
indicated pursuant to a power of attorney duly executed by each
such person.

                                 By:  /s/ Paul J. Schulte
                                    ________________________
                                    Paul J. Schulte
                                    Attorney-in-Fact




<PAGE>

                        INDEX OF EXHIBITS

                                                             Page
   Number                     Description                     No.


     4.1  -    Supertel 1997 Stock Plan.....................   7

     5    -    Opinion of McGrath, North, Mullin &
                 Kratz, P.C.................................  15

     23.1 -    Consent of McGrath, North, Mullin & Kratz,
                 P.C., counsel for the Company
                 (included as part of Exhibit 5)

     23.2 -    Consent of KPMG Peat Marwick LLP.............  16

     24   -    Powers of Attorney...........................  17
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12831}]
{"company-data": {"conformed-name": "SUPERTEL HOSPITALITY INC", "cik": "0000919640", "assigned-sic": "7011", "irs-number": "470774097", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26501", "film-number": "97595519"}, "business-address": {"street1": "309 NORTH 5TH ST", "street2": "P O BOX 1448", "city": "NORFOLK", "state": "NE", "zip": "68702-1448", "phone": "4023712520"}, "mail-address": {"street1": "309 NORTH 5TH STREET", "street2": "P O BOX 1448", "city": "NORFOLK", "state": "NE", "zip": "68702-1448"}}
Total Pages: 19
                                       Exhibit Index on Page:  6
                                       Registration No. 333-_____
=================================================================

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D. C.  20549
                                                     

                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
                                                     

                   SUPERTEL HOSPITALITY, INC.
         (Exact Name of Issuer as Specified in its Charter)

               Delaware                          47-0774097
     (State or Other Jurisdiction of         (I.R.S. Employer
     Incorporation of Organization)          Identification No.)

          309 North 5th Street
          Norfolk, Nebraska                         68701

     (Address of Principal Executive Offices)     (Zip Code)

                                                   

                 Supertel 1997 Stock Option Plan
                    (Full Title of the Plan)
                                                   

     Paul J. Schulte, President and Chief Executive Officer
                   Supertel Hospitality, Inc.
                      309 North 5th Street
                    Norfolk, Nebraska  68701
             (Name and Address of Agent for Service)

Telephone Number, Including Area Code,
               of Agent for Service:  402-371-2520

                 CALCULATION OF REGISTRATION FEE
=================================================================
Title of    Amount to   Proposed maxi-   Proposed maxi-   Amount
of
securi-     be regis-   mum offering     mum aggregate   
registra-
ties to be  tered       price per        offering price   tion
fee
registered              share                                    

Common      250,000     $8.50*           $2,125,000*      $644
Stock

*Estimated solely for the purposes of calculating the amount of
the registration fee, pursuant to Rule 457(c), on the basis of
the average of the high and low sales prices on May 1, 1997.
PART II

         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation by Certain Documents by Reference.

     Supertel Hospitality, Inc. (the "Company") hereby
incorporates by reference in this Registration Statement the
following documents previously filed with the Securities and
Exchange Commission:

     (a)  The Company's Annual Report on Form 10-K for the fiscal
          year ended December 31, 1996.

     (b)  All other reports filed pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act of 1934 (the
          "Exchange Act") since the end of the Company's fiscal
          year ended December 31, 1996.

     (c)  The description of the Company's common stock contained
          in a registration statement filed under the Exchange
          Act, including any amendment or report filed for the
          purpose of updating such description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be
a part thereof from the date of filing of such documents.

Item 6.   Indemnification of Directors and Officers.

     Pursuant to Article VI of the Certificate of Incorporation
of the Company, the Company shall, to the extent required, and
may, to the extent permitted, by Section 102 and Section 145 of
the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify and reimburse all persons whom it
may indemnify and reimburse pursuant thereto.  No director shall
be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director; provided, a director
shall continue to be liable for (i) any breach of a director's
duty of loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) paying a dividend
or approving a stock repurchase which would violate Section 174
of the General Corporation Law of the State of Delaware; or (iv)
any transaction from which the director derived an improper
personal benefit.

     The by-laws of the Company provide for indemnification of
Company  officers  and directors  against all expenses, liability
or losses reasonably incurred or suffered by them, including
liability arising under the Securities Act of 1933, to the extent
legally permissible under the Delaware General Corporation Law
where any such person was, is, or is threatened to be made a
party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact he was serving the Company in such capacity. 
Generally, under Delaware law, indemnification will only be
available where an officer or director can establish that such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Company.

     The Company also maintains a director and officer insurance
policy which insures the officers and directors of the Company
and its subsidiaries against damages, judgments, settlements and
costs incurred by reason of certain wrongful acts committed by
such persons in their capacities as officers and directors.

Item 8.   Exhibits

          4.1  -    Supertel 1997 Stock Option Plan

          5    -    Opinion of McGrath, North, Mullin & Kratz,
P.C.

          23.1 -    Consent of McGrath, North, Mullin & Kratz,
                    P.C., counsel for the Company (included as
part
                    of Exhibit 5)

          23.2 -    Consent of KPMG Peat Marwick LLP

          24   -    Powers of Attorney

Item 9.   Undertakings

     A.   The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
               sales are being made, a post-effective amendment
               to this registration statement:

               (i)       To include any prospectus required by
                         Section 10(a)(3) of the Securities Act
                         of 1933 (the "Securities Act");

               (ii)      To reflect in the prospectus any facts
                         or events arising after the effective
                         date of the registration statement (or
                         the most recent post-effective amendment
                         thereof) which, individually or in the
                         aggregate, represent a fundamental
                         change in the information set forth in
                         the registration statement;

               (iii)     To include any material information with
                         respect to the plan of distribution not
                         previously disclosed in the registration
                         statement or any material change to such
                         information in the registration
                         statement;

               provided, however that paragraph (A)(l)(i) and
               (A)(l)(ii) do not apply if the information
               required to be included in a post-effective
               amendment by the foregoing paragraphs is contained
               in periodic reports filed by the Company pursuant
               to Section 13 or Section 15(d) of the Exchange Act
               that are incorporated by reference in the
               registration statement.

          (2)  That, for the purpose of determining any liability
               under the Securities Act, each such post-effective
               amendment shall be deemed to be a new registration
               statement relating to the securities offered
               therein, and the offering of such securities at
               that time shall be deemed to be the initial bona
               fide offering thereof.

          (3)  To remove from registration by means of a post-
               effective amendment any of the securities being
               registered which remain unsold at the termination
               of the offering.

     B.   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to 
Section  13(a)  or  Section  15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall he deemed to be the initial bona fide offering
thereof.

     C.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
Supertel Hospitality, Inc., a Delaware corporation, certifies
that it has reasonable grounds to believe that it meets all the
requirements for filing on Form  S-8, and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk,
and the State of Nebraska, on this 5th day of May, 1997.

                                 Supertel Hospitality, Inc.

                                      /s/ Paul J. Schulte
                                 By_________________________
                                 Paul J. Schulte, President

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated on the 5th day of
May, 1997.

     Signature                           Title

  /s/ Paul J. Schulte
_________________________    President (Principal Executive
Paul J. Schulte              Officer) and Director

  /s/ Steve H. Borgmann
_________________________    Executive Vice President
Steve H. Borgmann            and Director

  /s/ Troy Beatty
_________________________    Senior Vice President and Chief
Troy Beatty                  Financial Officer (Principal
                             Financial and Accounting Officer)

     Richard Herink*                     Director
     Joseph Caggiano*                    Director
     Loren Steele*                       Director

     *This registration statement has been signed by the
undersigned as attorney-in-fact on behalf of each person so
indicated pursuant to a power of attorney duly executed by each
such person.

                                 By:  /s/ Paul J. Schulte
                                    ________________________
                                    Paul J. Schulte
                                    Attorney-in-Fact
INDEX OF EXHIBITS

                                                             Page
   Number                     Description                     No.

     4.1  -    Supertel 1997 Stock Plan.....................   7

     5    -    Opinion of McGrath, North, Mullin &
                 Kratz, P.C.................................  15

     23.1 -    Consent of McGrath, North, Mullin & Kratz,
                 P.C., counsel for the Company
                 (included as part of Exhibit 5)

     23.2 -    Consent of KPMG Peat Marwick LLP.............  16

     24   -    Powers of Attorney...........................  17