SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549






                             FORM 8






                            FORM 8-K
                         CURRENT REPORT
               Pursuant to Section 13 or 15(d) of
               the Securities Exhange Act of 1934





                       UPTOWNER INNS, INC.
                         1415 4TH AVENUE
                      HUNTINGTON, WV  25701





             State of incorporation:  West Virginia


                 Commission File Number:  0-1957


                Telephone Number:  (304) 525-7741







 	



	ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


		(a)  On June 30, 1995, after a bidding process, the
		     registrant dismissed Hawthorne & Associates as the
			independent auditor.

		(b)	There were no disagreements during the last two
			fiscal years, nor during any interim periods related
			to financial reporting.

		(c)	A new independent auditor (Somerville & Company) was
			engaged to audit the registrant's financal
			statements.

		(d)	Hawthorne & Associates were notified and have
			submitted a letter (see Exhibit A--Page 3) as
			relating to the above statements.


                            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 of the undersigned thereunto duly
	authorized.

                                             UPTOWNER INNS, INC.

	
	
	DATE:  September 13, 1995               BY:                 
                                                  Violet Midkiff 
                                                  President and
                                                  Chairman of The
                                                  Board





	











	REGULATION S-K, ITEM 304, (a)(1):  CHANGES WITH ACCOUNTANTS

	    (i)   Hawthorne & Associates, CPA, CIA, the former
			auditor, was dismissed on June 30, 1995.

	   (ii)	There were no adverse opinions, disclaimer of
			opinions, qualifications, or modifications on
			the previous two audit reports prepared by
			Hawthorne & Associates, CPA, CIA.  There were
			no disagreements during the last two years, nor
			during any interim periods.

	  (iii)	The decision to change accountants was recommended
			and/or approved by the board of directors and
			president.  There is no audit or similar committee.

	   (iv)	There were no disagreements during the last two
			fiscal years, nor during any interim periods related
			to accounting or financial reporting matters.

	    (v)	(A)  No disagreements relating to internal controls.
			(B)  Accountant was able to rely on management's 
				representations, and willing to associate with
				the financial statements prepared by 
				management.
			(C)	There were no disagreements, scope limitations,
				no verbal discussions relating to matters
				requiring further investigations to determine
				the reliability of prior and/or future
				financial statements.  As such, the scope was
				not  expanded (or intended to be expanded).
			(D)	Since there were no disagreements and no areas
				of concern with regard to the scope of previous
				or future audits, subsection (D) is not
				applicable.

                            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 of the undersigned thereunto duly
	authorized.
                                         UPTOWNER INNS, INC.


	DATE:  SEPTEMBER 13, 1995           BY:                     
                                              Violet Midkiff
                                              President and
                                              Chairman of The
                                              Board