As filed with the Securities and Exchange Commission on February 12, 1999

                                                Registration No. 333-___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                            LASALLE HOTEL PROPERTIES
             (Exact name of registrant as specified in its charter)


         Maryland                                          36-4219376          
-------------------------                        ----------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)


                               1401 Eye Street, NW
                                    Suite 900
                             Washington, D.C. 20005
                                 (202) 222-2600

       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)
                            ------------------------

          LaSalle Hotel Properties 1998 Share Option and Incentive Plan
                            (Full title of the plan)
                             -----------------------

                                  Jon E. Bortz
                      President and Chief Executive Officer
                            LaSalle Hotel Properties
                               1401 Eye Street, NW
                                    Suite 900
                             Washington, D.C. 20005
                                 (202) 222-2600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
======================================================================================================
   Title of Securities             Amount        Proposed maximum    Proposed maximum        Amount of 
     to be registered               to be         offering price    aggregate offering    registration
                                 registered          per unit             price                fee
======================================================================================================
<S>                             <C>               <C>                <C>                 <C>

Common Stock, par value
$.01 per share.........          757,000 (1)       $12.50 (2)         $9,462,500 (3)      $2,631 (4)

======================================================================================================
</TABLE>

(1)      Plus such  additional  number of shares as may be required by reason of
         the anti-dilution provisions of the LaSalle Hotel Properties 1998 Share
         Option and Incentive Plan.
(2)      Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
         amended (the "Securities  Act"). 
(3)      Calculated pursuant to Rule 457(c)and (h) under the Securities Ac based
         on the average of the high and low prices for the Common Stock reported
         on the New York Stock Exchange on February 9, 1999.
(4)      In accordance with Rule 457(h), the filing fee is based on the maximum 
         number of the registrant's securities  issuable under the LaSalle Hotel
         Properties  1998 Share Option  and  Incentive  Plan  that  are  covered
         by this Registration Statement.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to plan participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the  "Securities  Act").  Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof,  taken together,  constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         LaSalle  Hotel  Properties  (the  "Company")  hereby   incorporates  by
reference  the  documents  listed  in (a),  (b),  (c) and (d) below  which  have
previously been filed with the Securities and Exchange Commission.

         (a) The prospectus  filed by the Company pursuant to Rule 424(b) of the
         Securities  Act  as  of  April  24,  1998  as  part  of  the  Company's
         Registration Statement on Form S-11 (No. 333-45647).

         (b) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
         1998, June 30, 1998 and September 30, 1998.

         (c) The current  reports  dated June 1, 1998 and June 24, 1998 included
         on Form 8-K (including  Form 8-KA),  filed as of June 15, 1998, July 9,
         1998, August 14, 1998, September 8, 1998 and September 11, 1998.

         (d) The  description  of the Company's  common shares  contained in the
         section  captioned  "Shares of  Beneficial  Interest" in the  Company's
         prospectus filed pursuant to Rule 424(b)(4) of the Securities Act as of
         April 24, 1998 as part of the Company's  Registration Statement on Form
         S-11 (No. 333-45647).

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities offered have been sold or which deregisters all securities  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 in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  hereof to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.

<PAGE>

ITEM 6.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.

         The Company's  officers and trustees are and will be indemnified  under
Maryland and Delaware  law, the  Declaration  of Trust and Bylaws of the Company
and the  Partnership  Agreement of the  Operating  Partnership  against  certain
liabilities.  The  Declaration  of the  Trust  of  the  Company  requires  it to
indemnify its trustees and officers to the fullest extent permitted from time to
time under Maryland law.

         The  Declaration of Trust of the Company  authorizes it, to the maximum
extent  permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer or (b) any individual  who, while a
trustee of the Company and at the request of the  Company,  serves or has served
as  a  director,  officer,  partner,  trustee,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust,  employee benefit plan or any
other  enterprise  from and against any claim or  liability to which such person
may become subject or which such person may incur by reason of his or her status
as a present or former  trustee or  officer  of the  Company.  The Bylaws of the
Company  obligate  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 (a) any present or former trustee or officer who
is made party to the proceeding by reason of his service in that capacity or (b)
any individual who, while a trustee or officer of the Company and at the request
of the  Company,  serves or has served  another  real estate  investment  trust,
corporation,  partnership,  joint venture,  trust,  employee benefit plan or any
other enterprise as a trustee,  director, officer or partner of such real estate
investment  trust,  corporation,  partnership,  joint venture,  trust,  employee
benefit  plan or other  enterprise  and who is made party to the  proceeding  by
reason of his service in that capacity,  against any claim or liability to which
he may become  subject by reason of such status.  The  Declaration  of Trust and
Bylaws also permit the Company to indemnify  and advance  expenses to any person
who served as a predecessor  of the Company in any of the  capacities  described
above  and to any  employee  or agent of the  Company  or a  predecessor  of the
Company.  The Bylaws  require the Company to  indemnify a trustee or officer who
has  been  successful,  on  the  merits  or  otherwise,  in the  defense  of any
proceeding  to  which  he is made a  party  by  reason  of his  service  in that
capacity.

         Title 8 of the Corporations  and Associations  Article of the Annotated
Code of Maryland ("Title 8") permits a Maryland real estate  investment trust to
indemnify and advance expenses to its trustees, officer, employees and agents to
the same extent as permitted by the Maryland General Corporation Law, as amended
from  time  to time  (the  "MGCL"),  for  directors  and  officers  of  Maryland
corporations. 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,  under the MGCL,  a Maryland
corporation  may not  indemnify  for an adverse  judgment in a suit by or in the
right of the corporation. In accordance with the MGCL, the Bylaws of the Company
require  it,  as a  condition  to  advance  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  Company  as
authorized  by the  Bylaws  and (b) a written  statement  by or on his behalf to
repay the amount paid or  reimbursed  by the Company if it shall  ultimately  be
determined that the standard of conduct was not met.

<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

3(a)*  Articles of Amendment  and  Restatement  of  Declaration  of Trust of the
Company.

3(b)*    Bylaws of the Company.

5(a)     Opinion of Brown & Wood LLP.

23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5(a)).

23(b)    Consent of Arthur Andersen LLP.

23(c)    Consent of PricewaterhouseCoopers LLP.

23(d)    Consent of Deloitte & Touche LLP.

23(e)    Consent of KPMG LLP.

24       Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Registration Statement on Form S-11 
(No.  333-45647) and  incorporated herein by reference.

ITEM 9.           UNDERTAKINGS

         The undersigned registrants hereby undertake:

         (a)(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;

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

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

provided,  however that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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.

         (b)  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  15(d)  of the  Securities  Exchange  Act of 1934  that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

         (c)  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  provisions  referred to in Item 6 of
this registration statement, 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 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  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Act of 1933,  LaSalle
Hotel  Properties  certifies that is 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 District of Columbia, on the 12th day of February, 1999.

                             LASALLE HOTEL PROPERTIES

                             By: /s/ Hans Weger  
                             Hans Weger
                             Executive Vice President, Treasurer and
                               Chief Financial Officer (Authorized Officer and
                               Principal Financial and Accounting Officer)

                                POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS,  that we, the undersigned officers and
directors of LaSalle Hotel Properties hereby severally  constitute Jon E. Bortz,
Hans Weger and Stuart L.  Scott,  and each of them  singly,  our true and lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally to do all such things in our names and in our  capacities  as officers
and directors to enable  LaSalle Hotel  Properties to comply with the provisions
of the  Securities  Act of 1933,  and all  requirements  of the  Securities  and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by our said attorneys,  or any of them, to said Registration Statement
and any and all amendments thereto.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

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

/s/ Jon E. Bortz               President, Chief Executive Officer and Trustee                          February 12, 1999
---------------------------
Jon E. Bortz                   

/s/ Hans Weger                 Executive Vice President, Treasurer and Chief Financial Officer         February 12, 1999
---------------------------    (Authorized Officer and Principal Financial
Hans Weger                     and Accounting Officer)

/s/ Stuart L. Scott            Chairman of the Board of Trustees                                       February 12, 1999
---------------------------
Stuart L. Scott                

/s/ Darryl Hartley-Leonard     Trustee                                                                 February 12, 1999
---------------------------
Darryl Hartley-Leonard

/s/                            Trustee
---------------------------
George F. Little, II

/s/ Donald S. Perkins          Trustee                                                                 February 12, 1999
---------------------------
Donald S. Perkins

/s/ Shimon Topor               Trustee                                                                 February 12, 1999
------------------
Shimon Topor

/s/ Donald A. Washburn         Trustee                                                                 February 12, 1999
---------------------------
Donald A. Washburn


</TABLE>

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.   Description                                                  Page
----------    --------------                                               ----
3(a)*         Articles of Amendment and Restatement of 
              Declaration of Trust of the Company.

3(b)*         Bylaws of the Company.

5(a)          Opinion of Brown & Wood LLP.                                  8

23(a)         Consent of Brown & Wood LLP (included as part of
              Exhibit 5(a)).

23(b)         Consent of Arthur Andersen LLP.                               9

23(c)         Consent of PricewaterhouseCoopers LLP.                       10

23(d)         Consent of Deloitte & Touche LLP.                            11

23(e)         Consent of KPMG LLP.                                         12

24            Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Registration Statement on Form S-11 
(No. 333-45647) and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "T:\\EDGAR\\528700", "secsgml_size_bytes": 20736}]
{"company-data": {"conformed-name": "LASALLE HOTEL PROPERTIES", "cik": "0001053532", "assigned-sic": "6500", "irs-number": "364219376", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72265", "film-number": "99535448"}, "business-address": {"street1": "1401 EYE STREET N W", "street2": "SUITE 900", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "2126616161"}, "mail-address": {"street1": "1491 EYE STREET N W", "street2": "SUITE 900", "city": "WASHINGTON", "state": "DC", "zip": "20005"}}
As filed with the Securities and Exchange Commission on February 12, 1999

                                                Registration No. 333-___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                            ------------------------

                            LASALLE HOTEL PROPERTIES
             (Exact name of registrant as specified in its charter)

         Maryland                                          36-4219376          
-------------------------                        ----------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                               1401 Eye Street, NW
                                    Suite 900
                             Washington, D.C. 20005
                                 (202) 222-2600

       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)
                            ------------------------

          LaSalle Hotel Properties 1998 Share Option and Incentive Plan
                            (Full title of the plan)
                             -----------------------

                                  Jon E. Bortz
                      President and Chief Executive Officer
                            LaSalle Hotel Properties
                               1401 Eye Street, NW
                                    Suite 900
                             Washington, D.C. 20005
                                 (202) 222-2600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
======================================================================================================
   Title of Securities             Amount        Proposed maximum    Proposed maximum        Amount of 
     to be registered               to be         offering price    aggregate offering    registration
                                 registered          per unit             price                fee
======================================================================================================
Common Stock, par value
$.01 per share.........          757,000 (1)       $12.50 (2)         $9,462,500 (3)      $2,631 (4)

======================================================================================================
(1)      Plus such  additional  number of shares as may be required by reason of
         the anti-dilution provisions of the LaSalle Hotel Properties 1998 Share
         Option and Incentive Plan.
(2)      Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
         amended (the "Securities  Act"). 
(3)      Calculated pursuant to Rule 457(c)and (h) under the Securities Ac based
         on the average of the high and low prices for the Common Stock reported
         on the New York Stock Exchange on February 9, 1999.
(4)      In accordance with Rule 457(h), the filing fee is based on the maximum 
         number of the registrant's securities  issuable under the LaSalle Hotel
         Properties  1998 Share Option  and  Incentive  Plan  that  are  covered
         by this Registration Statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to plan participants as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the  "Securities  Act").  Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof,  taken together,  constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         LaSalle  Hotel  Properties  (the  "Company")  hereby   incorporates  by
reference  the  documents  listed  in (a),  (b),  (c) and (d) below  which  have
previously been filed with the Securities and Exchange Commission.

         (a) The prospectus  filed by the Company pursuant to Rule 424(b) of the
         Securities  Act  as  of  April  24,  1998  as  part  of  the  Company's
         Registration Statement on Form S-11 (No. 333-45647).

         (b) The Quarterly Reports on Form 10-Q for the quarters ended March 31,
         1998, June 30, 1998 and September 30, 1998.

         (c) The current  reports  dated June 1, 1998 and June 24, 1998 included
         on Form 8-K (including  Form 8-KA),  filed as of June 15, 1998, July 9,
         1998, August 14, 1998, September 8, 1998 and September 11, 1998.

         (d) The  description  of the Company's  common shares  contained in the
         section  captioned  "Shares of  Beneficial  Interest" in the  Company's
         prospectus filed pursuant to Rule 424(b)(4) of the Securities Act as of
         April 24, 1998 as part of the Company's  Registration Statement on Form
         S-11 (No. 333-45647).

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities offered have been sold or which deregisters all securities  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 in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  hereof to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.
ITEM 6.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.

         The Company's  officers and trustees are and will be indemnified  under
Maryland and Delaware  law, the  Declaration  of Trust and Bylaws of the Company
and the  Partnership  Agreement of the  Operating  Partnership  against  certain
liabilities.  The  Declaration  of the  Trust  of  the  Company  requires  it to
indemnify its trustees and officers to the fullest extent permitted from time to
time under Maryland law.

         The  Declaration of Trust of the Company  authorizes it, to the maximum
extent  permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former trustee or officer or (b) any individual  who, while a
trustee of the Company and at the request of the  Company,  serves or has served
as  a  director,  officer,  partner,  trustee,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust,  employee benefit plan or any
other  enterprise  from and against any claim or  liability to which such person
may become subject or which such person may incur by reason of his or her status
as a present or former  trustee or  officer  of the  Company.  The Bylaws of the
Company  obligate  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 (a) any present or former trustee or officer who
is made party to the proceeding by reason of his service in that capacity or (b)
any individual who, while a trustee or officer of the Company and at the request
of the  Company,  serves or has served  another  real estate  investment  trust,
corporation,  partnership,  joint venture,  trust,  employee benefit plan or any
other enterprise as a trustee,  director, officer or partner of such real estate
investment  trust,  corporation,  partnership,  joint venture,  trust,  employee
benefit  plan or other  enterprise  and who is made party to the  proceeding  by
reason of his service in that capacity,  against any claim or liability to which
he may become  subject by reason of such status.  The  Declaration  of Trust and
Bylaws also permit the Company to indemnify  and advance  expenses to any person
who served as a predecessor  of the Company in any of the  capacities  described
above  and to any  employee  or agent of the  Company  or a  predecessor  of the
Company.  The Bylaws  require the Company to  indemnify a trustee or officer who
has  been  successful,  on  the  merits  or  otherwise,  in the  defense  of any
proceeding  to  which  he is made a  party  by  reason  of his  service  in that
capacity.

         Title 8 of the Corporations  and Associations  Article of the Annotated
Code of Maryland ("Title 8") permits a Maryland real estate  investment trust to
indemnify and advance expenses to its trustees, officer, employees and agents to
the same extent as permitted by the Maryland General Corporation Law, as amended
from  time  to time  (the  "MGCL"),  for  directors  and  officers  of  Maryland
corporations. 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,  under the MGCL,  a Maryland
corporation  may not  indemnify  for an adverse  judgment in a suit by or in the
right of the corporation. In accordance with the MGCL, the Bylaws of the Company
require  it,  as a  condition  to  advance  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  Company  as
authorized  by the  Bylaws  and (b) a written  statement  by or on his behalf to
repay the amount paid or  reimbursed  by the Company if it shall  ultimately  be
determined that the standard of conduct was not met.
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

3(a)*  Articles of Amendment  and  Restatement  of  Declaration  of Trust of the
Company.

3(b)*    Bylaws of the Company.

5(a)     Opinion of Brown & Wood LLP.

23(a)    Consent of Brown & Wood LLP (included as part of Exhibit 5(a)).

23(b)    Consent of Arthur Andersen LLP.

23(c)    Consent of PricewaterhouseCoopers LLP.

23(d)    Consent of Deloitte & Touche LLP.

23(e)    Consent of KPMG LLP.

24       Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Registration Statement on Form S-11 
(No.  333-45647) and  incorporated herein by reference.

ITEM 9.           UNDERTAKINGS

         The undersigned registrants hereby undertake:

         (a)(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;

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

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

provided,  however that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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.

         (b)  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  15(d)  of the  Securities  Exchange  Act of 1934  that is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

         (c)  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  provisions  referred to in Item 6 of
this registration statement, 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 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  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.
SIGNATURES

         Pursuant to the  requirements  of the Securities  Act of 1933,  LaSalle
Hotel  Properties  certifies that is 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 District of Columbia, on the 12th day of February, 1999.

                             LASALLE HOTEL PROPERTIES

                             By: /s/ Hans Weger  
                             Hans Weger
                             Executive Vice President, Treasurer and
                               Chief Financial Officer (Authorized Officer and
                               Principal Financial and Accounting Officer)

                                POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS,  that we, the undersigned officers and
directors of LaSalle Hotel Properties hereby severally  constitute Jon E. Bortz,
Hans Weger and Stuart L.  Scott,  and each of them  singly,  our true and lawful
attorneys with full power to them,  and each of them singly,  to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith  and  any and  all  amendments  to  said  Registration  Statement,  and
generally to do all such things in our names and in our  capacities  as officers
and directors to enable  LaSalle Hotel  Properties to comply with the provisions
of the  Securities  Act of 1933,  and all  requirements  of the  Securities  and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be signed by our said attorneys,  or any of them, to said Registration Statement
and any and all amendments thereto.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                        Title                                                    Date
  ---------                                        -----                                                    ----
/s/ Jon E. Bortz               President, Chief Executive Officer and Trustee                          February 12, 1999
---------------------------
Jon E. Bortz                   

/s/ Hans Weger                 Executive Vice President, Treasurer and Chief Financial Officer         February 12, 1999
---------------------------    (Authorized Officer and Principal Financial
Hans Weger                     and Accounting Officer)

/s/ Stuart L. Scott            Chairman of the Board of Trustees                                       February 12, 1999
---------------------------
Stuart L. Scott                

/s/ Darryl Hartley-Leonard     Trustee                                                                 February 12, 1999
---------------------------
Darryl Hartley-Leonard

/s/                            Trustee
---------------------------
George F. Little, II

/s/ Donald S. Perkins          Trustee                                                                 February 12, 1999
---------------------------
Donald S. Perkins

/s/ Shimon Topor               Trustee                                                                 February 12, 1999
------------------
Shimon Topor

/s/ Donald A. Washburn         Trustee                                                                 February 12, 1999
---------------------------
Donald A. Washburn
EXHIBIT INDEX

Exhibit No.   Description                                                  Page
----------    --------------                                               ----
3(a)*         Articles of Amendment and Restatement of 
              Declaration of Trust of the Company.

3(b)*         Bylaws of the Company.

5(a)          Opinion of Brown & Wood LLP.                                  8

23(a)         Consent of Brown & Wood LLP (included as part of
              Exhibit 5(a)).

23(b)         Consent of Arthur Andersen LLP.                               9

23(c)         Consent of PricewaterhouseCoopers LLP.                       10

23(d)         Consent of Deloitte & Touche LLP.                            11

23(e)         Consent of KPMG LLP.                                         12

24            Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Registration Statement on Form S-11 
(No. 333-45647) and incorporated herein by reference.