Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Number of outstanding Shares of Beneficial Interest, without par value, as of August 25,November 24, 2006: 9,254,834.9,207,784.

InnSuites Hospitality Trust (the “Trust”) is an unincorporated real estate investment trust in the State of Ohio that at JulyOctober 31, 2006 owned four hotels through a partnership interest in RRF Limited Partnership (the “Partnership”) and one hotel (Yuma Hospitality LP) directly (the “Hotels”) with an aggregate of 843 suites in Arizona, southern California and New Mexico. The Trust is the sole general partner in the Partnership. The Hotels are managed by InnSuites Hotels, Inc. (“InnSuites Hotels”), which is a wholly-owned subsidiary of the Trust.

InnSuites Hotels holds management contracts under which it provides hotel management services to the Hotels, as well as four hotels with an aggregate of 544 suites owned by affiliates of James F. Wirth (“Wirth”), the Trust’s Chairman, President and Chief Executive Officer, and one unrelated hotel property with 131 suites.Officer. Under the management agreements, InnSuites Hotels provides the personnel at the hotels, the expenses of which are reimbursed at cost, and manages the hotels’ daily operations, for which it receives a percentage of revenue from the hotels. InnSuites Hotels also holds licensing agreements and the “InnSuites” trademarks and provides licensing services to the Hotels, as well as the four hotels owned by affiliates of Wirth with an aggregate of 544 suites and twoone unrelated hotel propertiesproperty with an aggregate of 307176 suites. Under the licensing agreements, InnSuites Hotels receives a percentage of revenue from the hotels in exchange for use of the “InnSuites” trademark. All significant intercompany transactions and balances have been eliminated in consolidation.

The Trust’s general partnership interest in the Partnership was 69.53% and 68.43%69.08% on JulyOctober 31, 2006 and 2005, respectively, the weighted average for the sixnine months ended JulyOctober 31, 2006 and 2005 was 69.50%69.51% and 66.81%67.45%, respectively, and the weighted average for the three months ended JulyOctober 31, 2006 and 2005 was 69.53% and 67.93%68.71%, respectively.

The Partnership Agreement of the Partnership (the “Partnership Agreement”) provides for the issuance of two classes of limited partnership units, Class A and Class B. Such classes are identical in all respects, except that each Class A limited partnership unit is convertible into a like number of Shares of Beneficial Interest of the Trust at any time at the option of the limited partner. As of JulyOctober 31, 2006, a total of 617,287 Class A limited partnership units were issued and outstanding. Additionally, a total of 3,407,938 Class B limited partnership units were held by Wirth and his affiliates on that date, in lieu of the issuance of Class A limited partnership units. Each Class B limited partnership unit is identical to Class A limited partnership units in all respects, except that Class B limited partnership units are convertible only with the approval of the Board of Trustees, in its sole discretion. If all of the Class A and B limited partnership units were converted, the limited partners in the Partnership would receive 4,025,225 Shares of Beneficial Interest of the Trust.

The financial statements of the Partnership, InnSuites Hotels and Yuma Hospitality LP are consolidated with the Trust, and all significant intercompany transactions and balances have been eliminated.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-monthnine-month and three-month periods ended JulyOctober 31, 2006 are not necessarily indicative of the results that may be expected for the year ended January 31, 2007. For further information, refer to the consolidated financial statements and footnotes thereto included in the Trust’s Annual Report on Form 10-K/A as of and for the year ended January 31, 2006.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The accounting policies that the Trust believes are most critical and involve the most subjective judgments include estimates and assumptions of future revenue and expenditures used to project cash flows. Future cash flows are used to determine the recoverability (or impairment) of the carrying values of the Trust’s assets in the event management is required to test an asset for recoverability of carrying value under Statement of Financial Accounting Standards No. 144. If the carrying value of an asset exceeds the estimated future undiscounted cash flows over its estimated remaining life, the Trust recognizes an impairment expense to reduce the asset’s carrying value to its fair value. Fair value is determined by either the most current third-party property appraisal, if available, or the present value of future undiscounted cash flows over the remaining life of the asset. The Trust’s evaluation of future cash flows is based on historical experience and other factors, including certain economic conditions and committed future bookings. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows.

Room, food and beverage, telecommunications, management and licensing fees and other revenue are recognized as earned as services are provided and items are sold. Payroll reimbursements are recorded as personnel services are provided and are not netted with the corresponding payroll expense.

Basic and diluted earnings (loss) per share have been computed based on the weighted-average number of shares outstanding during the periods and potentially dilutive securities.

For the three and sixnine month periods ended JulyOctober 31, 2006 and 2005, there were Class A and Class B limited partnership units outstanding, which are convertible to Shares of Beneficial Interest of the Trust. Assuming conversion, the aggregate weighted-average of these Shares of Beneficial Interest would be 4,029,0254,027,744 and 4,384,7014,300,150 for the first sixnine months of fiscal year 2007 and 2006, respectively. The weighted-average of the Shares of Beneficial Interest would be 4,025,225 and 4,236,5554,133,806 for the three months ended JulyOctober 31, 2006 and 2005, respectively. For the three months ended JulyOctober 31, 2006 and 2005, these units are not included in the diluted earnings per share calculation as their inclusion would have an anti-dilutive effect.

The following is a reconciliation of basic earnings per share to diluted earnings per share (there is no dilutive effect for the three months ended JulyOctober 31, 2006)2005):

In December 2004, Statement of Financial Accounting Standards No. 123 (revised 2004) was issued. This Statement is a revision of FASB Statement No. 123, Accounting for Stock Based Compensation, and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees. This Statement establishes standards for accounting for transactions in which an entity exchanges its equity securities for goods and services. The Trust adopted this Statement during fiscal year 2006.

During the first quarter of fiscal year 2007, the Trust issued 99,300 restricted shares to its Trustees, officers and other key employees with a total fair value of $134,055. Fair value was calculated using the closing share price on the date of the grant. The shares were issued from the Trust’s treasury stock. During the first sixnine months of fiscal year 2007, the Trust recognized expense on these shares totaling $49,747.$77,733. As of JulyOctober 31, 2006, total unrecognized expense related to unvested stock awards totals $50,018,$20,008, which will be recognized evenly over the next five months. The following table summarizes restricted share activity during the sixnine months ended JulyOctober 31, 2006:

No cash was paid out or received by the Trust relating to restricted share awards during the sixnine months ended JulyOctober 31, 2006.

As of JulyOctober 31, 2006 and 2005, Wirth and his affiliates held 3,407,938 Class B limited partnership units in the Partnership. As of JulyOctober 31, 2006 and 2005, Wirth and his affiliates held 5,573,624 and 5,817,8665,832,866 Shares of Beneficial Interest of the Trust, respectively.

The Trust paid interest on related party notes to Wirth and his affiliates in the amounts of $20,300$31,547 and $8,905 for the sixnine months ended JulyOctober 31, 2006 and 2005, respectively. The Trust recognized interest expense on related party notes to Wirth and his affiliates in the amounts of $14,544$27,133 and $2,223$3,701 for the sixnine months ended JulyOctober 31, 2006 and 2005, respectively. The Trust had accrued but unpaid interest on related party notes to Wirth and his affiliates in the amounts of $2,877$4,219 and $8,633 as of JulyOctober 31, 2006 and January 31, 2006, respectively.

The Trust recognized interest expense on other related party notes in the amounts of $3,808$5,523 and $2,964$4,162 for the sixnine months ended JulyOctober 31, 2006 and 2005, respectively, which was paid during the same time periods. The Trust had no unpaid interest on these notes as of JulyOctober 31, 2006 and January 31, 2006.

Notes and advances payable to related parties at JulyOctober 31, 2006 and January 31, 2006 consist of notes payable to Rare Earth Financial, LLC,L.L.C., an affiliate of Wirth and notes payable to Mason Anderson, former Trustee of the Trust, and his affiliates to repurchase Shares of Beneficial Interest in the Trust. The aggregate amounts outstanding were approximately $800,000$793,000 and $515,000 as of JulyOctober 31, 2006 and January 31, 2006, respectively. The notes and advances payable to related parties consist of:

The Trust has a bank line of credit secured by a security agreement, business loan agreement and commercial guaranty of the Partnership, all dated July 21, 2004. The line of credit is secured by the assets of the Trust alone, which is comprised mainly of its investment in its subsidiaries. Under the terms of the line of credit, the Trust can draw up to $500,000, bearing interest at prime plus 1.0% (9.25% as of July 31, 2006) per annum, and is required to make monthly interest-only payments. The line of credit was to mature on May 31, 2006. During May 2006, the Trust extended the line of credit until May 30, 2007. As of July 31 and January 31, 2006, the Trust had $500,000 drawn under the line of credit. Subsequent to July 31,On August 18, 2006, the Trust entered into an agreement for a newan unsecured bank line of credit. Under the agreement, the Trust can draw $750,000, bearing interest at prime plus 0.5% (8.75% as of October 31, 2006), with interest-only payment due monthly. The line of credit (See Note 7 - “Subsequent Event”).matures on February 18, 2008. As of October 31, 2006, the Trust had drawn $655,734 of the funds available under the line or credit.

The Trust paid $887,876$1,336,570 and $1,018,964$1,452,356 in cash for interest for the sixnine months ended JulyOctober 31, 2006 and 2005, respectively.

During the first quarter of fiscal year 2006, the Trust issued 29,600 Shares of Beneficial Interest with an aggregate value of $37,888 to its Trustees and an officer in exchange for services rendered.

During the first quarter of fiscal year 2006, the Trust issued 322,242 Shares of Beneficial Interest with an aggregate value of $406,025 in exchange for 322,242 Class A limited partnership units in the Partnership held by unrelated third parties.

During the second quarter of fiscal year 2006, the Trust issued 74,545 Shares of Beneficial Interest with an aggregate value of $91,690 in exchange for 74,545 Class A limited partnership units in the Partnership held by unrelated third parties.

During the second quarter of fiscal year 2006, the Trust issued 60,000 Shares of Beneficial Interest with an aggregate value of $85,800 in exchange for 60,000 Class B limited partnership units in the Partnership held by unrelated third parties.

During the second quarter of fiscal year 2006, the Trust issued a promissory note in the principal amount of $52,000 to an unrelated third party in exchange for 30,000 Class A limited partnership units in the Partnership.

During the third quarter of fiscal year 2006, the Trust issued promissory notes in the principal amount of $26,500 to an unrelated third party in exchange for 13,668 Class A limited partnership units in the Partnership and 5,324 Shares of Beneficial Interest.

During the first quarter of fiscal year 2007, the Trust issued 45,663 Shares of Beneficial Interest with an aggregate value of $61,746 in exchange for 45,663 Class A limited partnership units in the Partnership held by unrelated third parties.

During the first quarter of fiscal year 2007, the Trust issued a promissory note to an unrelated third party for $17,000 in exchange for 6,667 Class A limited partnership units in the Partnership and 5,827 Shares of Beneficial Interest.

During the first quarter of fiscal year 2007, the Trust satisfied its $400,000 note payable to Rare Earth Financial, LLC,L.L.C., an affiliate of Wirth, with the establishment of a line of credit with Rare Earth Financial. The $400,000 due and payable was converted to a balance due under the line of credit.

The Trust has recorded net income tax provisions of $77,650$94,350 and $82,000$89,175 for the sixnine months ended JulyOctober 31, 2006 and 2005, respectively. For the sixnine months ended JulyOctober 31, 2006 and 2005, respectively, the Trust recognizedutilized a tax benefit of $210,000 and $765,000, respectively, by utilizing its federal net operating loss carryforward.carryforward of $799,422 and $970,640, respectively. The Trust has recorded a tax benefit of $850 and a tax provision of $50,000$16,700 and $7,175 for the three months ended JulyOctober 31, 2006 and 2005, respectively. For the three months ended JulyOctober 31, 2006 and 2005, the Trust recognizedutilized a tax benefit of $0 and $552,000, respectively, by utilizing its federal net operating loss carryforward.carryforward of $182,000 and $206,000, respectively.  The Trust has a net deferred tax asset of $259,000 at both JulyOctober 31, 2006 and January 31, 2006. The Trust has a current income tax liability of $56,000$99,000 and $241,000 as of JulyOctober 31, 2006 and January 31, 2006, respectively.

On August 18,December 1, 2006, the Trust entered into an agreement for an unsecured bank line of credit. Under the agreement, the Trust can draw $750,000, bearing interest at prime plus 0.5% (8.75% at the inception of the agreement), with interest-only payments due monthly. ThePartnership amended its line of credit matures on February 18, 2008. Thisagreement with Rare Earth Financial, L.L.C., an affiliate of Wirth, to increase the maximum amount the Partnership can borrow under the line of credit will replacefrom $700,000 to $1.0 million. No other provisions of the $500,000 bankagreement were amended. The Partnership increased the amount available under the line of credit outstanding as of July 31, 2006.

The following discussion should be read in conjunction with the InnSuites Hospitality Trust unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q.

The Trust owns the sole general partner’s interest in the Partnership. The Trust’s principal source of cash flows is from the operations of the Hotels and management and licensing contracts with affiliated and third-party hotels outside of the Trust.

In December 2004, Statement of Financial Accounting Standards No. 123 (revised 2004) was issued. This Statement is a revision of FASB Statement No. 123, Accounting for Stock Based Compensation, and supercedes APB Opinion No. 25, Accounting for Stock Issued to Employees. This Statement establishes standards for accounting for transactions in which an entity exchanges its equity securities for goods and services. The Trust adopted this Statement during fiscal year 2006.

The expenses of the Trust consist primarily of hotel operating expenses, property taxes, insurance, corporate overhead, interest on mortgage debt, professional fees and depreciation of the Hotels. The operating performance of the Trust is principally related to the performance of the Hotels. Therefore, management believes that a review of the historical performance of the operations of the Hotels, particularly with respect to occupancy, calculated as rooms sold divided by the number of rooms available, average daily rate (“ADR”), calculated as total room revenue divided by number of rooms sold, and revenue per available room (“REVPAR”), calculated as total room revenue divided by the number of rooms available, is appropriate for understanding revenue from the Hotels. Occupancy improved to 75.0%73.1%, an increase of 2.9%4.0% from the prior year period. ADR was consistent with the prior year period. The increased $1.15occupancy resulted in an increase of $3.01 in REVPAR to $73.37$52.47 from $72.22$49.46 in the prior year period. These increases resulted in an increase of $2.92 in REVPAR to $55.03 from $52.11 in the prior year period.

The following table shows occupancy, ADR and REVPAR for the periods indicated:

No assurance can be given that the trends reflected in this data will continue or that occupancy, ADR or REVPAR will not decrease as a result of changes in national or local economic or hospitality industry conditions.

A summary of the operating results for the sixnine months ended JulyOctober 31, 2006 and 2005 is:

Total Trust revenue was $11.4$16.5 million for the sixnine months ended JulyOctober 31, 2006, consistent withan increase of $333,000 from the prior year period total.amount of $16.1 million. Revenues from hotel operations, which include Room, Food and Beverage, Telecommunications and Other revenues, decreased 5.6%1.5% to $9.2$13.3 million from $9.8$13.5 million when comparing the sixnine months ended JulyOctober 31, 2006 and 2005, respectively, primarily due to the disposition of the Phoenix, Arizona property during the second quarter of fiscal year 2006. Increased management and trademark fees and payroll reimbursements, due to fees collected from the new ownership of the disposed Phoenix, Arizona property and increased fee structures for affiliated hotels, offset this decrease resulting in an increase in total revenue consistent with the prior year period.

Total expenses decreased $741,000,$811,000, or 6.2%4.7%, to $11.2$16.4 million from $11.9$17.2 million when comparing the sixnine months ended JulyOctober 31, 2006 and 2005. Total operating expenses decreased $628,000,$714,000, or 5.8%4.5%, to $10.3$15.1 million from $10.9$15.8 million for sixthe nine months ended JulyOctober 31, 2006 and 2005, respectively. The decreases in these totals is primarily due to the disposition of the Phoenix, Arizona hotel, which was partially offset by higher payroll expenses relating to management contracts with hotels outside the Trust.

General and administrative expenses decreased $722,000,$644,000, or 31.5%21.3%, to $1.6$2.4 million from $2.3$3.0 million when comparing the sixnine months ended JulyOctober 31, 2006 and 2005, respectively. This is primarily due to accounting and legal fees incurred in fiscal year 2006 relating to amendments to certain of the Trust’s filings with the Securities and Exchange Commission, reduced bad debt expense due to improved receivable collections in fiscal year 2007, and the disposition of the Phoenix, Arizona hotel in the prior year.

Total interest expense was $893,000$1.4 million for the sixnine months ended JulyOctober 31, 2006, a decrease of $113,000,$97,000, or 11.3%6.7%, from the prior year period total of $1.0$1.5 million. The decrease was primarily due to the disposition of the Phoenix, Arizona property, which had incurred $130,000 of mortgage interest expense during the first sixnine months of fiscal year 2006.

On July 28, 2005, the Trust sold its Phoenix, Arizona hotel to Phoenix Northern Resort LLC, an affiliate of Wirth, for its appraised value of $5.1 million. The buyer satisfied the purchase price by assuming the Trust’s $3.2 million mortgage note payable secured by the property, paying $1.7 million in cash prior to the closing, and paying $192,000 in cash at the closing. The sale resulted in a total gain of $1.8 million, with $1.2 million of the gain attributable to shareholders.

A summary of the operating results for the three months ended JulyOctober 31, 2006 and 2005 is:

Total Trust revenue was $4.9$5.0 million for the three months ended JulyOctober 31, 2006, an increase of $70,000$324,000, or 1.5%6.9%, from the prior year period total. Revenues from hotel operations, which include Room, Food and Beverage, Telecommunications and Other revenues, decreased 5.5%increased 9.2% to $3.8$4.1 million from $4.0$3.7 million when comparing the three months ended JulyOctober 31, 2006 and 2005, respectively, primarily due to increased sales resulting from improving market conditions, primarily at the disposition of the Phoenix, Arizona property during the second quarter of fiscal year 2006. Increased managementOntario, California property. Management and trademark fees and payroll reimbursements due to fees collected from the new ownership of the disposed Phoenix, Arizona property and increased fee structures for affiliated hotels, offset this decrease resulting in total revenue improving overwere consistent with the prior year period.

Total expenses decreased $253,000,$69,000, or 4.4%1.3%, to $5.5 million from $5.7$5.3 million when comparing the three months ended JulyOctober 31, 2006 and 2005. Total operating expenses decreased $201,000,$86,000, or 3.8%1.8%, to $5.0$4.8 million from $5.2$4.9 million for the three months ended JulyOctober 31, 2006 and 2005, respectively. The decreases in these totals isare primarily due to decreased operating expenses at the disposition of the Phoenix, Arizona hotel which was partially offset by higher payroll expenses relating to management contracts with hotels outside the Trust.properties resulting from tightened cost controls.

General and administrative expenses decreased $316,000,increased $78,000, or 30.5%10.6%, to $721,000$816,000 from $1.0 million$738,000 when comparing the three months ended JulyOctober 31, 2006 and 2005, respectively. This is primarily due to reduced bad debt expense due to improved receivable collections in fiscal year 2007, the disposition ofadditional payroll and other administrative expenses at the Phoenix, Arizona hotel in the prior year and reduced corporate overhead costs.location.

Total interest expense was $451,000$464,000 for the three months ended JulyOctober 31, 2006, a decreasean increase of $52,000,$16,000, or 10.3%3.6%, from the prior year period total of $503,000.$448,000. The decreaseincrease was primarily due to the disposition of the Phoenix, Arizona property, which had incurred $63,000 of mortgage interest expense duringon the three months ended July 31, 2005.Trust’s line of credit with Rare Earth Financial, L.L.C., an affiliate of Wirth.

On July 28, 2005,September 21, 2006, the Trust sold the furniture and fixtures previously used at its Phoenix, Arizona hotelSan Diego, California location to Phoenix Northern Resort LLC, an affiliate of Wirth,Hampstead Partners, Inc., a third party, for its appraised value of $5.1 million. The buyer satisfied the purchase price by assuming the Trust’s $3.2 million mortgage note payable secured by the property, paying $1.7 million in cash prior to the closing, and paying $192,000 in cash at the closing. The sale resulted$160,000, resulting in a total gain of $1.8 million,$139,000, with $1.2 million$96,000 of the gain attributable to shareholders. The buyer satisfied the sales price with cash payments.

Through its ownership interest in the Partnership, Yuma Hospitality LP and InnSuites Hotels, the Trust has its proportionate share of the benefits and obligations of the Partnership’s and Yuma Hospitality LP’s ownership interests, as well as InnSuites Hotels’ operational interests, in the Hotels. The Trust’s principal source of cash to meet its cash requirements, including distributions to its shareholders, is its share of these cash flows. The Trust’s liquidity, including its ability to make distributions to its shareholders, will depend upon the ability to generate sufficient cash flows from hotel operations.

The Trust has principal of $429,033$217,025 due and payable for the remainder of fiscal year 2007 under mortgage notes payable. For the twelve months between AugustNovember 1, 2006 and JulyOctober 31, 2007, the Trust has principal of $887,002$906,515 due and payable under mortgage notes payable. The Trust anticipates that cash flows from operations will be sufficient to satisfy these obligations as they become due.

The Trust has no principal due and payable in fiscal year 2007 under notes and advances payable to Wirth and his affiliates. The Trust had $400,000 due to Rare Earth Financial, LLC,L.L.C., an affiliate of Wirth, in March 2006. The Trust satisfied this note using the line of credit established by the Partnership with Rare Earth Financial in March 2006. The balance on the line of credit as of JulyOctober 31, 2006 is $700,000. On December 1, 2006, the Partnership amended this line of credit agreement to increase the maximum amount the Partnership can borrow under the line of credit from $700,000 to $1.0 million. For the twelve months between August 1, 2006 and JulyOctober 31, 2007, the Trust has no principal due and payable under notes payable to Wirth and his affiliates.

The Trust may seek to negotiate additional credit facilities or issue debt instruments. Any debt incurred or issued by the Trust may be secured or unsecured, long-term, medium-term or short-term, bear interest at a fixed or variable rate and be subject to such other terms as the Trust considers prudent.

The Trust continues to contribute to a Capital Expenditures Fund (the “Fund”) an amount equal to 4% of the InnSuites Hotels’ revenues from operation of the Hotels. The Fund is restricted by the mortgage lender for fivefour of the Trust’s properties. As of JulyOctober 31, 2006, $139,648$41,488 was held in restricted capital expenditure funds and is included on the Trust’s Balance Sheet as “Restricted Cash.” The Fund is intended to be used for capital improvements to the Hotels and for refurbishment and replacement of furniture, fixtures and equipment, in addition to other uses of amounts in the Fund considered appropriate from time to time. During the sixnine months ended JulyOctober 31, 2006, the Hotels spent $949,023$1,286,694 for capital expenditures. The Trust considers the majority of these improvements to be revenue producing. Therefore, these amounts have been capitalized and are being depreciated over their estimated useful lives. The Hotels also spent $716,922$1,056,666 during the sixnine months ended JulyOctober 31, 2006 on repairs and maintenance and these amounts have been charged to expense as incurred.

As of JulyOctober 31, 2006, the Trust has no commitments for capital expenditures beyond the 4% reserve for refurbishment and replacements set aside annually for each hotel property.

The Trust may acquire or develop additional hotels only as suitable opportunities arise, and the Trust will not undertake acquisition or redevelopment of properties unless adequate sources of financing are available. Funds for future acquisitions or development of hotels are expected to be derived, in whole or in part, from borrowings or from the proceeds of additional issuances of Shares of Beneficial Interest or other securities. However, there can be no assurance that the Trust will successfully acquire or develop additional hotels.

The Trust’s management has identified condo-hotel conversions as a potential opportunity for the Trust. The conversion concept has become increasingly popular throughout the country, and may have the potential to eclipse time-share or fractional ownership as the preferred vacation, second or third home ownership vehicle. The Trust, through its wholly-owned subsidiary, InnSuites Hotels, is currently preparing two of its Arizona hotel properties for potential condo-hotel ownership. The Trust has substantially increased capital improvement spending at these two properties, which has impacted the Trust’s liquidity during the sixnine months ended JulyOctober 31, 2006. The Trust believes the short-term liquidity impact will result in long-term benefits to the Trust by improving the quality of the suites at these properties, thereby increasing their appeal to our customers and allowing us to raise rates. The Trust has offset the short-term liquidity impact through an increase in loans and advances from related parties, specifically Mr. Wirth and his affiliated companies.affiliates. If the Trust ultimately determines this concept to be feasible for its current hotel properties, the Trust may realize condominium sales revenue and revenue from long-term management and trademark agreements with potential homeowners’ associations and/or future condominium owners.

Other than lease commitments, legal contingencies incurred in the normal course of business and an employment contract with Wirth, the Trust does not have any off-balance sheet financing arrangements or liabilities. The Trust does not have any majority-owned subsidiaries that are not included in the consolidated financial statements. (See Note 2 - “Summary of Significant Accounting Policies.”)

The Hotels’ operations historically have been seasonal. The three southern Arizona hotels experience their highest occupancy in the first fiscal quarter and, to a lesser extent, the fourth fiscal quarter. The second fiscal quarter tends to be the lowest period of occupancy at those three southern Arizona hotels. This seasonality pattern can be expected to cause fluctuations in the Trust’s quarterly revenue. The two hotels located in California and New Mexico historically experience their most profitable periods during the second and third fiscal quarters (the summer season), providing some balance to the general seasonality of the Trust’s hotel business. To the extent that cash flows from operations are insufficient during any quarter, because of temporary or seasonal fluctuations in revenue, the Trust may utilize other cash on hand or borrowings to make distributions to its shareholders or to meet operating needs. No assurance can be given that the Trust will make distributions in the future.

Certain statements in this Form 10-Q, including statements containing the phrases “believes,” “intends,” “expects,” “anticipates,” “predicts,” “should be,” “looking ahead,” “may” or similar words, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Trust intends that such forward-looking statements be subject to the safe harbors created by such Acts. These forward-looking statements include statements regarding the intent, belief or current expectations of the Trust, its Trustees or its officers in respect of (i) the declaration or payment of dividends; (ii) the leasing, management or operation of the Hotels; (iii) the adequacy of reserves for renovation and refurbishment; (iv) the Trust’s financing plans; (v) the Trust’s position regarding investments, acquisitions, developments, financings, conflicts of interest and other matters; and (vi) the Trust’s plans and expectations regarding condo-hotel conversions; and (vii) trends affecting the Trust’s or any Hotel’s financial condition or results of operations.

These forward-looking statements reflect the Trust’s current views in respect of future events and financial performance, but are subject to many uncertainties and factors relating to the operations and business environment of the Hotels which may cause the actual results of the Trust to differ materially from any future results expressed or implied by such forward-looking statements. Examples of such uncertainties include, but are not limited to:

The Trust does not undertake any obligation to update publicly or revise any forward-looking statements whether as a result of new information, future events or otherwise. Pursuant to Section 21E(b)(2)(E) of the Securities Exchange Act of 1934, the qualifications set forth hereinabove are inapplicable to any forward-looking statements in this Form 10-Q relating to the operations of the Partnership.

The Trust is exposed to interest rate risk primarily as a result of its mortgage notes payable, notes payable to banks and other notes payable. Proceeds from these loans were used to maintain liquidity, fund capital expenditures and expand the Trust’s real estate investment portfolio and operations.

The Trust’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve its objectives, the Trust borrows using fixed rate debt, when possible. There have been no significant changes in the Trust’s debt structure during the sixnine months ended JulyOctober 31, 2006.

As of the end of the period covered by this report, the Trust conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Trust’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Trust’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Trust in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  There was no change in the Trust’s internal control over financial reporting during the Trust’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

On January 2, 2001, the Board of Trustees approved a share repurchase program under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, for the purchase of up to 250,000 limited partnership units in the Partnership and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Additionally, on September 10, 2002 and August 18, 2005, the Board of Trustees approved the purchase of up to 350,000 additional limited partnership units in the Partnership and/or Shares of Beneficial Interest in open market or privately negotiated transactions. Acquired Shares of Beneficial Interest will be held in treasury and will be available for future acquisitions and financings and/or for awards granted under the InnSuites Hospitality Trust 1997 Stock Incentive and Option Plan. During the three months ended JulyOctober 31, 2006, the Trust acquired 25,27526,590 Shares of Beneficial Interest in open market transactions at an average price of $1.57$1.25 per share. The Trust intends to continue repurchasing Shares of Beneficial Interest in compliance with applicable legal and American Stock Exchange requirements. The Trust remains authorized to repurchase an additional 173,043146,453 limited partnership units and/or Shares of Beneficial Interest pursuant to the share repurchase program, which has no expiration date.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.