<PAGE>
 
     As filed with the Securities and Exchange Commission on August 3, 1998

                             Registration No. 333 -
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

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

                    AMERICAN GENERAL HOSPITALITY CORPORATION
             (Exact name of registrant as specified in its charter)

            Maryland                                           75-2648842
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

    5605 MacArthur Boulevard
    Suite 200
    Irving, Texas                                                 75038
(Address of principal executive offices)                        (Zip Code)

    MeriStar Hospitality Corporation Non-Employee Director's Incentive Plan
                            (Full title of the plan)

                                Steven D. Jorns
          Chairman of the Board, Chief Executive Office and President
                      5605 MacArthur Boulevard, Suite 200
                              Irving, Texas  75038
                    (Name and address of agent for service)

                                 (972) 550-6800
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<CAPTION>
 
                                                                                      Proposed maximum                   
                                                  Amount to be     Proposed maximum       aggregate         Amount of    
     Title of securities to be registered         registered(1)    offering price(2)  offering price(2)  registration fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>                <C>                <C>
Common Stock, par value $.01 per share               25,000             $19.41            $485,250             $144
=========================================================================================================================

</TABLE>

(1)  Plus such additional number of shares as may be required pursuant to the
     MeriStar Hospitality Corporation Non-Employee Director's Plan, as amended
     and restated (the "Plan"), in the event of a stock dividend, reverse stock
     split, split-up, recapitalization or similar event.  This Registration
     Statement on Form S-8 (the "Registration Statement") is being filed to
     register an additional 25,000 shares of the Registrant's Common Stock to be
     issuable upon exercise of options and grant of awards pursuant to the Plan.
     100,000 shares of the Registrant's Common Stock were previously registered
     under the Registration Statement on Form S-8 (File No. 333-08841) pursuant
     to the Plan on July 25, 1996.

(2)  Computed in accordance with paragraphs (c) and (h) of Rule 457 of the
     Securities Act of 1933, as amended, the proposed maximum offering price per
     share of such shares is estimated solely for the purpose of determining the
     registration fee and is based upon the average of the high and low prices
     per share of the Registrant's Common Stock reported on the New York Stock
     Exchange, Inc. on July 30, 1998, within five business days prior to the
     date of filing of this Registration Statement.
<PAGE>
 
                            INTRODUCTORY STATEMENT

         American General Hospitality Corporation (the "Registrant") hereby
files this Registration Statement on Form S-8 relating to the Common Stock, par
value $0.01 per share (the "Common Stock") of the Registrant to include an
additional 25,000 shares under the MeriStar Hospitality Corporation Non-Employee
Director's Plan, as amended and restated (the "Plan"). The Plan was originally
adopted by the Board of Directors (the "Board") on July 11, 1996, and approved
by the stockholder on July 15, 1996. The Plan was subsequently amended by the
Board on April 3, 1998, which amendments were approved by the stockholders on
July 28, 1998. The amendment and restatement of the Plan provided for, among
other things, an increase in the number of shares available for grant or award
under the Plan to 125,000 shares of Common Stock, 100,000 shares of which have
been previously registered pursuant to Registration Statement on Form S-8 (File
No. 333-08841). The Registrant hereby incorporates by reference the contents of
its Registration Statement on Form S-8 (File No. 333-08841) filed with the
Securities and Exchange Commission on July 25, 1996, covering an aggregate of
100,000 shares of Common Stock.

                                     PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock, par value $0.01 per share (the "Common Stock") under the MeriStar
Hospitality Corporation Non-Employee Director's Incentive Plan (the "Plan"), and
are not being filed with, or included in, the Registration Statement on Form S-8
(the "Registration Statement") in accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information

         The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the Plan and are not being filed with, or included in, this
Registration Statement in accordance with the rules and regulations of the
Commission.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

         The following documents, which have been filed with the Commission by
the Registrant, are incorporated by reference in this Registration Statement:

               (a)    The Registrant's annual report on Form 10-K and 10-K/A for
the fiscal year ended December 31, 1997 (File No. 001-11903).

               (b)(1) The Registrant's annual report on Form 10-Q for the fiscal
quarter ended March 31, 1998.

<PAGE>
 
               (b)(2)  Current Reports on Form 8-K; dated January 8, 1998 and
filed on January 23, 1998; dated February 12, 1998 and filed on February 13,
1998; dated February 13, 1998 and filed on February 27, 1998; dated February 18,
1998 and filed on February 19, 1998; dated February 24, 1998 and filed on
February 25, 1998; dated March 15, 1998 and filed on March 17, 1998; dated April
6, 1998 and filed on April 7, 1998 (and the related Current Reports on Form 8-
K/A, filed on May 22, 1998, June 5, 1998 and June 19, 1998); dated April 22,
1998 and filed on April 27, 1998; dated and filed on June 5, 1998; dated and
filed on July 10, 1998 and dated and filed on July 13, 1998.

               (c)     The descriptions of the Registrant's Common Stock
contained in its Registration Statements on Form 8-A filed by the Company with
the Commission on July 5, 1996.

               All documents subsequently filed by the Registrant pursuant to
Section 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 registers all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or preceded for purposes of this Registration Statement to
the extent contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action.  The
Charter of the Registrant contains such a provision which eliminates such
liability to the maximum extent permitted by Maryland law.

         The Charter of the Registrant obligates it, to the maximum extent
permitted by Maryland law, to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to any person (or the
estate of any person) who is or was a party to, or is threatened to be made a
party to, any threatened, pending or completed action, suit or proceeding
whether or not by or in the right of the Registrant, and whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
such person is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, trustee,
partner, member, agent or employee of another corporation, partnership, limited
liability Registrant, association, joint venture, trust or other enterprise. The
Charter also permits the Registrant to indemnify and advance expenses to any
person who served a predecessor of

<PAGE>
 
the Registrant in any of the capacities described above and to any employee or
agent of the Registrant or a predecessor of the Registrant.

         The MGCL requires a Maryland corporation (unless its charter provides
otherwise, which the Registrant's Charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any Maryland proceeding to which he is made a party by reason of his service in
that capacity.  The MGCL permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful.  However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation.  In addition, the MGCL requires the Registrant, as a
condition to advancing expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the Registrant as authorized by the
Bylaws and (b) a written statement by or on his behalf to repay the amount paid
or reimbursed by the Registrant if it shall ultimately be determined that the
standard of conduct was not met.

         The Registrant intends to continue to purchase director and officer
liability insurance for the purpose of providing a source of funds to pay any
indemnification described above.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         4.1   MeriStar Hospitality Corporation Non-Employee Director's
               Incentive Plan (incorporated by reference from Exhibit 10.2 to
               the Registrant's Registration Statement on Form S-4 (File No. 
               333-49611).

         5     Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
               legality of securities being registered.
 
         23.1  Consent of PricewaterhouseCoopers L.L.P.

         23.2  Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
               its opinion filed as Exhibit 5 hereto).

         24    Powers of Attorney (contained on the signature page hereto).

<PAGE>
 
Item 9.  Undertakings

         The 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 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.

         2.  That for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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.

         4.  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         5.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 or indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceedings) 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 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, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on August 3, 1998.

                                      AMERICAN GENERAL HOSPITALITY
                                       CORPORATION



                                      By: /s/ Steven D. Jorns
                                         ---------------------------------------
                                            Steven D. Jorns
                                            Chairman of the Board, Chief
                                            Executive Officer and President


                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven D. Jorns and Kenneth E. Barr, and
each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing), to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to cause the same to be filed, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby granting to said attorneys-in-fact and agents, and each of them or their
substitutes, full power and authority to do and perform each and every act and
thing whatsoever requisite or desirable to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or either
of them, or their substitutes or substitute may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 3, 1998.

<TABLE>
<CAPTION>

Signature                            Title                                 Date
---------                            -----                                 ----
<S>                                  <C>                                   <C>

 /s/ Steven D. Jorns                 Chairman of the Board, Chief          August 3, 1998
---------------------------------    Executive Officer and President
Steven D. Jorns
 
 
 /s/ Kenneth E. Barr                 Executive Vice President, Chief       August 3, 1998
---------------------------------    Financial Officer and Principal
Kenneth E. Barr                      Accounting Officer
                                 
</TABLE>
<PAGE>
 
Signature                            Title                     Date
---------                            -----                     ----
 
 /s/ H. Cabot Lodge III              Director                  August 3, 1998
---------------------------------
H. Cabot Lodge III
 
 /s/ James R. Worms                  Director                  August 3, 1998
---------------------------------
James R. Worms
 
                                     Director
---------------------------------
James B. McCurry
 
                                     Director
---------------------------------
Kent R. Hance
<PAGE>
 
                                 EXHIBIT INDEX
                                        
Exhibit Number Description
-------------- -----------

     4.1       MeriStar Hospitality Corporation Non-Employee Director's
               Incentive Plan (incorporated by reference from Exhibit 10.2 to
               the Registrant's Registration Statement on Form S-4 (File No.  
               333-49611).

     5.1       Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
               legality of securities being registered.

     23.1      Consent of PricewaterhouseCoopers L.L.P.

     23.2      Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
               its opinion filed as Exhibit 5 hereto).

     24        Powers of Attorney (contained on the signature page hereto).
[{"type": "S-8", "sequence": "1", "description": "MERISTAR HOSPITALITY CORPORATION INCENTIVE PLAN", "secsgml_size_bytes": 20252}]
{"company-data": {"conformed-name": "AMERICAN GENERAL HOSPITALITY CORP", "cik": "0001012967", "assigned-sic": "6798", "irs-number": "752648842", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60465", "film-number": "98675878"}, "business-address": {"street1": "5605 MACARTHUR BLVD", "street2": "STE 1200", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "9725506800"}}
As filed with the Securities and Exchange Commission on August 3, 1998

                             Registration No. 333 -
--------------------------------------------------------------------------------

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

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

                    AMERICAN GENERAL HOSPITALITY CORPORATION
             (Exact name of registrant as specified in its charter)

            Maryland                                           75-2648842
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

    5605 MacArthur Boulevard
    Suite 200
    Irving, Texas                                                 75038
(Address of principal executive offices)                        (Zip Code)

    MeriStar Hospitality Corporation Non-Employee Director's Incentive Plan
                            (Full title of the plan)

                                Steven D. Jorns
          Chairman of the Board, Chief Executive Office and President
                      5605 MacArthur Boulevard, Suite 200
                              Irving, Texas  75038
                    (Name and address of agent for service)

                                 (972) 550-6800
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
================================================================================
Proposed maximum                   
                                                  Amount to be     Proposed maximum       aggregate         Amount of    
     Title of securities to be registered         registered(1)    offering price(2)  offering price(2)  registration fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share               25,000             $19.41            $485,250             $144
=========================================================================================================================
(1)  Plus such additional number of shares as may be required pursuant to the
     MeriStar Hospitality Corporation Non-Employee Director's Plan, as amended
     and restated (the "Plan"), in the event of a stock dividend, reverse stock
     split, split-up, recapitalization or similar event.  This Registration
     Statement on Form S-8 (the "Registration Statement") is being filed to
     register an additional 25,000 shares of the Registrant's Common Stock to be
     issuable upon exercise of options and grant of awards pursuant to the Plan.
     100,000 shares of the Registrant's Common Stock were previously registered
     under the Registration Statement on Form S-8 (File No. 333-08841) pursuant
     to the Plan on July 25, 1996.

(2)  Computed in accordance with paragraphs (c) and (h) of Rule 457 of the
     Securities Act of 1933, as amended, the proposed maximum offering price per
     share of such shares is estimated solely for the purpose of determining the
     registration fee and is based upon the average of the high and low prices
     per share of the Registrant's Common Stock reported on the New York Stock
     Exchange, Inc. on July 30, 1998, within five business days prior to the
     date of filing of this Registration Statement.
INTRODUCTORY STATEMENT

         American General Hospitality Corporation (the "Registrant") hereby
files this Registration Statement on Form S-8 relating to the Common Stock, par
value $0.01 per share (the "Common Stock") of the Registrant to include an
additional 25,000 shares under the MeriStar Hospitality Corporation Non-Employee
Director's Plan, as amended and restated (the "Plan"). The Plan was originally
adopted by the Board of Directors (the "Board") on July 11, 1996, and approved
by the stockholder on July 15, 1996. The Plan was subsequently amended by the
Board on April 3, 1998, which amendments were approved by the stockholders on
July 28, 1998. The amendment and restatement of the Plan provided for, among
other things, an increase in the number of shares available for grant or award
under the Plan to 125,000 shares of Common Stock, 100,000 shares of which have
been previously registered pursuant to Registration Statement on Form S-8 (File
No. 333-08841). The Registrant hereby incorporates by reference the contents of
its Registration Statement on Form S-8 (File No. 333-08841) filed with the
Securities and Exchange Commission on July 25, 1996, covering an aggregate of
100,000 shares of Common Stock.

                                     PART I

         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock, par value $0.01 per share (the "Common Stock") under the MeriStar
Hospitality Corporation Non-Employee Director's Incentive Plan (the "Plan"), and
are not being filed with, or included in, the Registration Statement on Form S-8
(the "Registration Statement") in accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information

         The documents containing the information specified in this Item will be
sent or given to individuals who have been awarded options or shares of Common
Stock under the Plan and are not being filed with, or included in, this
Registration Statement in accordance with the rules and regulations of the
Commission.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents, which have been filed with the Commission by
the Registrant, are incorporated by reference in this Registration Statement:

               (a)    The Registrant's annual report on Form 10-K and 10-K/A for
the fiscal year ended December 31, 1997 (File No. 001-11903).

               (b)(1) The Registrant's annual report on Form 10-Q for the fiscal
quarter ended March 31, 1998.
(b)(2)  Current Reports on Form 8-K; dated January 8, 1998 and
filed on January 23, 1998; dated February 12, 1998 and filed on February 13,
1998; dated February 13, 1998 and filed on February 27, 1998; dated February 18,
1998 and filed on February 19, 1998; dated February 24, 1998 and filed on
February 25, 1998; dated March 15, 1998 and filed on March 17, 1998; dated April
6, 1998 and filed on April 7, 1998 (and the related Current Reports on Form 8-
K/A, filed on May 22, 1998, June 5, 1998 and June 19, 1998); dated April 22,
1998 and filed on April 27, 1998; dated and filed on June 5, 1998; dated and
filed on July 10, 1998 and dated and filed on July 13, 1998.

               (c)     The descriptions of the Registrant's Common Stock
contained in its Registration Statements on Form 8-A filed by the Company with
the Commission on July 5, 1996.

               All documents subsequently filed by the Registrant pursuant to
Section 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 registers all such securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or preceded for purposes of this Registration Statement to
the extent contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action.  The
Charter of the Registrant contains such a provision which eliminates such
liability to the maximum extent permitted by Maryland law.

         The Charter of the Registrant obligates it, to the maximum extent
permitted by Maryland law, to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to any person (or the
estate of any person) who is or was a party to, or is threatened to be made a
party to, any threatened, pending or completed action, suit or proceeding
whether or not by or in the right of the Registrant, and whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
such person is or was a director or officer of the Registrant, or is or was
serving at the request of the Registrant as a director, officer, trustee,
partner, member, agent or employee of another corporation, partnership, limited
liability Registrant, association, joint venture, trust or other enterprise. The
Charter also permits the Registrant to indemnify and advance expenses to any
person who served a predecessor of
the Registrant in any of the capacities described above and to any employee or
agent of the Registrant or a predecessor of the Registrant.

         The MGCL requires a Maryland corporation (unless its charter provides
otherwise, which the Registrant's Charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any Maryland proceeding to which he is made a party by reason of his service in
that capacity.  The MGCL permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful.  However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation.  In addition, the MGCL requires the Registrant, as a
condition to advancing expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the Registrant as authorized by the
Bylaws and (b) a written statement by or on his behalf to repay the amount paid
or reimbursed by the Registrant if it shall ultimately be determined that the
standard of conduct was not met.

         The Registrant intends to continue to purchase director and officer
liability insurance for the purpose of providing a source of funds to pay any
indemnification described above.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

         4.1   MeriStar Hospitality Corporation Non-Employee Director's
               Incentive Plan (incorporated by reference from Exhibit 10.2 to
               the Registrant's Registration Statement on Form S-4 (File No. 
               333-49611).

         5     Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
               legality of securities being registered.
 
         23.1  Consent of PricewaterhouseCoopers L.L.P.

         23.2  Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
               its opinion filed as Exhibit 5 hereto).

         24    Powers of Attorney (contained on the signature page hereto).
Item 9.  Undertakings

         The 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 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.

         2.  That for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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.

         4.  That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         5.  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 or indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceedings) 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 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, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on August 3, 1998.

                                      AMERICAN GENERAL HOSPITALITY
                                       CORPORATION

                                      By: /s/ Steven D. Jorns
                                         ---------------------------------------
                                            Steven D. Jorns
                                            Chairman of the Board, Chief
                                            Executive Officer and President

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven D. Jorns and Kenneth E. Barr, and
each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing), to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to cause the same to be filed, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby granting to said attorneys-in-fact and agents, and each of them or their
substitutes, full power and authority to do and perform each and every act and
thing whatsoever requisite or desirable to be done, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all acts and things that said attorneys-in-fact and agents, or either
of them, or their substitutes or substitute may lawfully do or cause to be done
by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 3, 1998.
Signature                            Title                                 Date
---------                            -----                                 ----
/s/ Steven D. Jorns                 Chairman of the Board, Chief          August 3, 1998
---------------------------------    Executive Officer and President
Steven D. Jorns
 
 
 /s/ Kenneth E. Barr                 Executive Vice President, Chief       August 3, 1998
---------------------------------    Financial Officer and Principal
Kenneth E. Barr                      Accounting Officer
Signature                            Title                     Date
---------                            -----                     ----
 
 /s/ H. Cabot Lodge III              Director                  August 3, 1998
---------------------------------
H. Cabot Lodge III
 
 /s/ James R. Worms                  Director                  August 3, 1998
---------------------------------
James R. Worms
 
                                     Director
---------------------------------
James B. McCurry
 
                                     Director
---------------------------------
Kent R. Hance
EXHIBIT INDEX
                                        
Exhibit Number Description
-------------- -----------

     4.1       MeriStar Hospitality Corporation Non-Employee Director's
               Incentive Plan (incorporated by reference from Exhibit 10.2 to
               the Registrant's Registration Statement on Form S-4 (File No.  
               333-49611).

     5.1       Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding the
               legality of securities being registered.

     23.1      Consent of PricewaterhouseCoopers L.L.P.

     23.2      Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
               its opinion filed as Exhibit 5 hereto).

     24        Powers of Attorney (contained on the signature page hereto).