<PAGE>
As filed with the Securities and Exchange Commission on January 30, 1997.

                                File No. 33-________

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

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

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

                           SUBURBAN LODGES OF AMERICA, INC.
                  (Exact Name of Issuer as Specified in its Charter)

          Georgia                                  58-1781184
-------------------------------             ----------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)              Identification Number)

                                 1000 Parkwood Circle
                                      Suite 850
                                 Atlanta, Georgia  30339
                -----------------------------------------------------
                (Address and Zip Code of Principal Executive Offices)

             SUBURBAN LODGES OF AMERICA, INC. EMPLOYEE STOCK OPTION PLAN
             -----------------------------------------------------------
                               (Full Title of the Plan)


                                Mr. David E. Krischer
                        President and Chief Executive Officer
                                 1000 Parkwood Circle
                                      Suite 850
                                Atlanta, Georgia 30339
                                    (770) 951-9511
-------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                      Copies to:
                               Michael H. Trotter, Esq.
                                KILPATRICK & CODY, LLP
                  1100 Peachtree Street, Atlanta, Georgia 30309-4530
                              Telephone: (404) 815-6500

                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                             Proposed           Proposed
                                                              maximum           maximum
              Title of securities       Amount to          offering price       aggregate            Amount of
               to be registered         be registered        per unit          offering price    registration fee
              ---------------------------------------------------------------------------------------------------
                <S>                      <C>                 <C>                <C>                   <C>
                Common Stock,
                $.01 par value           500,000 shares      $18.25 <F1>        $9,125,000<F1>        $2,765.15

<FN>
<F1>  Determined in accordance with Rule 457(h) under the Securities
      Act of 1933, based on $18.25, the average of the high and low prices
      quoted on the NASDAQ National Market System on January 24, 1997.
</FN>
</TABLE>
<PAGE>
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference into
this Registration Statement and are deemed to be a part hereof
from the date of the filing of such documents:

     (1)  The Registrant's Prospectus dated November 20, 1996,
filed pursuant to Rule 424(b) under the Securities Act of 1933.

     (2)  All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31,
1995.

     (3)  The description of Common Stock contained in the
Registration Statement on Form 8-A, dated March 28, 1996, filed
pursuant to the Exchange Act, including all amendments or reports
filed for the purpose of updating such description.

     (4)  All other documents subsequently filed by the
Registrant 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 that remain unsold.

ITEM 4.   DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As provided under Georgia law, the Registrant's Amended and
Restated Articles of Incorporation provide that a director shall
not be personally liable to the Registrant or its shareholders
for monetary damages for breach of duty of care or any other duty
owed to the Registrant as a director, except that such provision
shall not eliminate or limit the liability of a director (a) for
any appropriation, in violation of his duties, of any business
opportunity of the Registrant, (b) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (c)
for unlawful corporate distributions or (d) for any transaction
from which the director received an improper benefit.

     Under Article V of the Registrant's Amended and Restated
Bylaws, the Registrant is required to indemnify its directors and
officers to the fullest extent permitted by Georgia law.  The
Georgia Business Corporation Code provides that a corporation may
indemnify its directors, officers and agents against judgments,
fines, penalties, amounts paid in settlement, and expenses,
including attorneys' fees, resulting from various types of legal
actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified therein.  The
determination concerning whether or not the applicable standard
of conduct has been met can be made by (a) a disinterested
majority of the Board of Directors, (b) a majority of a committee


                                -2-<PAGE>
of disinterested directors or (c) independent legal counsel.  No
indemnification may be made to or on behalf of a corporate
director, officer, employee or agent (i) in connection with a
proceeding by or in the right of the corporation in which such
person was adjudged liable to the corporation or (ii) in
connection with any other proceeding in which such person was
adjudged liable on the basis that personal benefit was improperly
received by him.

     The Registrant has entered into indemnity agreements with
certain of its directors and officers (the "Indemnified
Parties").  Under the terms of the indemnity agreements, the
Registrant is required to indemnify the Indemnified Parties
against certain liabilities arising out of their service for the
Registrant.  The indemnity agreements require the Registrant (i)
to indemnify each Indemnified Party to the fullest extent
permitted by law; (ii) to provide coverage for each Indemnified
Party under the Registrant's directors and officers liability
insurance policy and (iii) to advance certain expenses incurred
by an Indemnified Party.  The indemnity agreements provide
limitations on the Indemnified Party's rights to indemnification
in certain circumstances.

     In the event any payments are made to an officer or director
by way of indemnity, other than by court order, action of the
shareholders or by an insurance carrier, the Registrant must
notify its shareholders of such payment and all relevant details
in a timely manner, and in no event later than 15 months after
the date of such payment.

     The Registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.



                                -3-<PAGE>
ITEM 8.   EXHIBITS

     The exhibits included as part of this Registration Statement
are as follows:

Exhibit Number                Description

4(a)                     Amended and Restated Articles of
                         Incorporation of the Registrant *

4(b)                     Amended and Restated Bylaws of the Registrant *

5(a) & 23(a)             Opinion and Consent of Counsel to the
                         Registrant

23(b)                    Consent of Deloitte & Touche LLP

24(a)                    Power of Attorney (See Signature Page)

99(a)                    Suburban Lodges of America, Inc.
                         Employee Stock Option Plan

__________________________________________________________________

*    Incorporated by reference to the
     Registrant's Registration Statement on
     Form S-1, registration number 333-2876,
     filed with the Commission on March 28,
     1996, and amendments thereto.

                                -4-<PAGE>
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, 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 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 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

     (c)  The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus
to provide such interim financial information.

     (d)  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 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.

                                -5-
<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 Atlanta, State of Georgia, on January 29, 1997.


                         SUBURBAN LODGES OF AMERICA, INC.



                         By:/s/ David E. Krischer
                            David E. Krischer
                            President and Chief Executive Officer



     Each person whose signature appears below hereby constitutes
and appoints David E. Krischer and Dan J. Berman, and either of
them, his true and lawful attorneys-in-fact with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, 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, full power and authority to do
and perform each and every act and thing whatsoever requisite and
desirable to be done in and about the premises, 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 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 on the 29th day of January, 1997, in the capacities
indicated.

      Signature                               Title

                                          Chairman of the Board, Chief
/s/ David E. Krischer                     Executive Officer and Presiden
David E. Krischer                         (PRINCIPAL EXECUTIVE OFFICER)


/s/ Dan J. Berman                         Vice President - Franchising and
Dan J. Berman                             Director


/s/ Terry J. Feldman                     Vice President, Chief Financial
Terry J. Feldman                         Officer and Treasurer (PRINCIPAL
                                         FINANCIAL AND ACCOUNTING OFFICER)

                                -6-<PAGE>

_______________________________          Director
James R. Kuse


/s/ Michael McGovern                     Director
Michael McGovern


/s/ John W. Speigel                      Director
John W. Spiegel


                                -7-
<PAGE>
                              EXHIBIT INDEX
                                    TO
                    REGISTRATION STATEMENT ON FORM S-8



Exhibit Number                Description

4(a)                     Amended and Restated Articles of Incorporation
                         of the Registrant *

4(b)                     Amended and Restated Bylaws of the Registrant *

5(a) & 23(a)             Opinion and Consent of Counsel to the Registrant

23(b)                    Consent of Deloitte & Touche LLP

24(a)                    Power of Attorney (See Signature Page)

99(a)                    Suburban Lodges of America, Inc. Employee Stock
                         Option Plan

___________________________________________
*   Incorporated by reference to the Registrant's
    Registration Statement on Form S-1, registration
    number 333-2876, filed with the Commission on
    March 28, 1996, and amendments thereto.


                                 -8-
[{"type": "S-8", "sequence": "1", "description": "SUBURBAN S-8", "secsgml_size_bytes": 16193}]
{"company-data": {"conformed-name": "SUBURBAN LODGES OF AMERICA INC", "cik": "0001011449", "assigned-sic": "7011", "irs-number": "581781184", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20695", "film-number": "97514138"}, "business-address": {"street1": "120 INTERSTATE NORTH PARKWAY EAST", "street2": "STE 120", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "7709519511"}, "mail-address": {"street1": "1570 NORTHSIDE DR", "city": "ATLANTA", "state": "GA", "zip": "30318"}}
As filed with the Securities and Exchange Commission on January 30, 1997.

                                File No. 33-________

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

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

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

                           SUBURBAN LODGES OF AMERICA, INC.
                  (Exact Name of Issuer as Specified in its Charter)

          Georgia                                  58-1781184
-------------------------------             ----------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)              Identification Number)

                                 1000 Parkwood Circle
                                      Suite 850
                                 Atlanta, Georgia  30339
                -----------------------------------------------------
                (Address and Zip Code of Principal Executive Offices)

             SUBURBAN LODGES OF AMERICA, INC. EMPLOYEE STOCK OPTION PLAN
             -----------------------------------------------------------
                               (Full Title of the Plan)

                                Mr. David E. Krischer
                        President and Chief Executive Officer
                                 1000 Parkwood Circle
                                      Suite 850
                                Atlanta, Georgia 30339
                                    (770) 951-9511
-------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                      Copies to:
                               Michael H. Trotter, Esq.
                                KILPATRICK & CODY, LLP
                  1100 Peachtree Street, Atlanta, Georgia 30309-4530
                              Telephone: (404) 815-6500

                           CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                                              maximum           maximum
              Title of securities       Amount to          offering price       aggregate            Amount of
               to be registered         be registered        per unit          offering price    registration fee
              ---------------------------------------------------------------------------------------------------
Common Stock,
                $.01 par value           500,000 shares      $18.25
$9,125,000
$2,765.15
Determined in accordance with Rule 457(h) under the Securities
      Act of 1933, based on $18.25, the average of the high and low prices
      quoted on the NASDAQ National Market System on January 24, 1997.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference into
this Registration Statement and are deemed to be a part hereof
from the date of the filing of such documents:

     (1)  The Registrant's Prospectus dated November 20, 1996,
filed pursuant to Rule 424(b) under the Securities Act of 1933.

     (2)  All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31,
1995.

     (3)  The description of Common Stock contained in the
Registration Statement on Form 8-A, dated March 28, 1996, filed
pursuant to the Exchange Act, including all amendments or reports
filed for the purpose of updating such description.

     (4)  All other documents subsequently filed by the
Registrant 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 that remain unsold.

ITEM 4.   DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

     As provided under Georgia law, the Registrant's Amended and
Restated Articles of Incorporation provide that a director shall
not be personally liable to the Registrant or its shareholders
for monetary damages for breach of duty of care or any other duty
owed to the Registrant as a director, except that such provision
shall not eliminate or limit the liability of a director (a) for
any appropriation, in violation of his duties, of any business
opportunity of the Registrant, (b) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (c)
for unlawful corporate distributions or (d) for any transaction
from which the director received an improper benefit.

     Under Article V of the Registrant's Amended and Restated
Bylaws, the Registrant is required to indemnify its directors and
officers to the fullest extent permitted by Georgia law.  The
Georgia Business Corporation Code provides that a corporation may
indemnify its directors, officers and agents against judgments,
fines, penalties, amounts paid in settlement, and expenses,
including attorneys' fees, resulting from various types of legal
actions or proceedings if the actions of the party being
indemnified meet the standards of conduct specified therein.  The
determination concerning whether or not the applicable standard
of conduct has been met can be made by (a) a disinterested
majority of the Board of Directors, (b) a majority of a committee

                                -2-
of disinterested directors or (c) independent legal counsel.  No
indemnification may be made to or on behalf of a corporate
director, officer, employee or agent (i) in connection with a
proceeding by or in the right of the corporation in which such
person was adjudged liable to the corporation or (ii) in
connection with any other proceeding in which such person was
adjudged liable on the basis that personal benefit was improperly
received by him.

     The Registrant has entered into indemnity agreements with
certain of its directors and officers (the "Indemnified
Parties").  Under the terms of the indemnity agreements, the
Registrant is required to indemnify the Indemnified Parties
against certain liabilities arising out of their service for the
Registrant.  The indemnity agreements require the Registrant (i)
to indemnify each Indemnified Party to the fullest extent
permitted by law; (ii) to provide coverage for each Indemnified
Party under the Registrant's directors and officers liability
insurance policy and (iii) to advance certain expenses incurred
by an Indemnified Party.  The indemnity agreements provide
limitations on the Indemnified Party's rights to indemnification
in certain circumstances.

     In the event any payments are made to an officer or director
by way of indemnity, other than by court order, action of the
shareholders or by an insurance carrier, the Registrant must
notify its shareholders of such payment and all relevant details
in a timely manner, and in no event later than 15 months after
the date of such payment.

     The Registrant's directors and officers are insured against
losses arising from any claim against them as such for wrongful
acts or omissions, subject to certain limitations.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

                                -3-
ITEM 8.   EXHIBITS

     The exhibits included as part of this Registration Statement
are as follows:

Exhibit Number                Description

4(a)                     Amended and Restated Articles of
                         Incorporation of the Registrant *

4(b)                     Amended and Restated Bylaws of the Registrant *

5(a) & 23(a)             Opinion and Consent of Counsel to the
                         Registrant

23(b)                    Consent of Deloitte & Touche LLP

24(a)                    Power of Attorney (See Signature Page)

99(a)                    Suburban Lodges of America, Inc.
                         Employee Stock Option Plan

__________________________________________________________________

*    Incorporated by reference to the
     Registrant's Registration Statement on
     Form S-1, registration number 333-2876,
     filed with the Commission on March 28,
     1996, and amendments thereto.

                                -4-
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, 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 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 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

     (c)  The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus
to provide such interim financial information.

     (d)  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 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.

                                -5-
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 Atlanta, State of Georgia, on January 29, 1997.

                         SUBURBAN LODGES OF AMERICA, INC.

                         By:/s/ David E. Krischer
                            David E. Krischer
                            President and Chief Executive Officer

     Each person whose signature appears below hereby constitutes
and appoints David E. Krischer and Dan J. Berman, and either of
them, his true and lawful attorneys-in-fact with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, 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, full power and authority to do
and perform each and every act and thing whatsoever requisite and
desirable to be done in and about the premises, 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 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 on the 29th day of January, 1997, in the capacities
indicated.

      Signature                               Title

                                          Chairman of the Board, Chief
/s/ David E. Krischer                     Executive Officer and Presiden
David E. Krischer                         (PRINCIPAL EXECUTIVE OFFICER)

/s/ Dan J. Berman                         Vice President - Franchising and
Dan J. Berman                             Director

/s/ Terry J. Feldman                     Vice President, Chief Financial
Terry J. Feldman                         Officer and Treasurer (PRINCIPAL
                                         FINANCIAL AND ACCOUNTING OFFICER)

                                -6-
_______________________________          Director
James R. Kuse

/s/ Michael McGovern                     Director
Michael McGovern

/s/ John W. Speigel                      Director
John W. Spiegel

                                -7-
EXHIBIT INDEX
                                    TO
                    REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                Description

4(a)                     Amended and Restated Articles of Incorporation
                         of the Registrant *

4(b)                     Amended and Restated Bylaws of the Registrant *

5(a) & 23(a)             Opinion and Consent of Counsel to the Registrant

23(b)                    Consent of Deloitte & Touche LLP

24(a)                    Power of Attorney (See Signature Page)

99(a)                    Suburban Lodges of America, Inc. Employee Stock
                         Option Plan

___________________________________________
*   Incorporated by reference to the Registrant's
    Registration Statement on Form S-1, registration
    number 333-2876, filed with the Commission on
    March 28, 1996, and amendments thereto.

                                 -8-