Winston Hotels (WXH) 8-K Regulation FD Disclosure

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

DATE OF REPORT
March 14, 2003
(Date of earliest event reported)

COMMISSION FILE NUMBER 0-23732

WINSTON HOTELS, INC.
(Exact name of registrant as specified in its charter)

North Carolina
(State of incorporation) 56-1624289
(I.R.S. Employer Identification No.)

2626 Glenwood Avenue
Raleigh, North Carolina 27608
(Address of principal executive offices)
(Zip Code)

(919) 510-6010
(Registrant’s telephone number, including area code)

Item 9. Regulation FD Disclosure

     On March 14, 2003, the registrant filed with the Commission its Annual Report on Form 10-K for the period ended December 31, 2002 accompanied by the certifications of Robert W. Winston, the registrant’s president and chief executive officer, and Joseph V. Green, the registrant’s executive vice president, chief financial officer and secretary, required pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002. Conformed copies of the certifications are attached hereto as Exhibits 99.1 and 99.2.

     The information in this Current Report on Form 8-K, including the exhibits, is furnished pursuant to Item 9 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the information in this Current Report on Form 8-K, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Exhibits to Item 9

99.1	Certification of Robert W. Winston, III, President and Chief Executive Officer of Winston Hotels, Inc., pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and dated March 14, 2003
99.2	Certification of Joseph V. Green, Executive Vice President, Chief Financial Officer and Secretary of Winston Hotels, Inc., pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and dated March 14, 2003

SIGNATURE

     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, thereto duly authorized.

		Winston Hotels, Inc.
Date:	March 14, 2003	/s/ Joseph V. Green
		Joseph V. Green
		Executive Vice President,
		Chief Financial Officer and Secretary
		(Authorized officer and Principal
		Financial Officer)

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