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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   ----------


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



         Date of report (date of earliest event reported): May 27, 1998



                         CANDLEWOOD HOTEL COMPANY, INC.
               (Exact name of Registrant as specified in charter)




                                                               
            DELAWARE                         0-12708                       48-1188025
(State or other jurisdiction of      (Commission File Number)           (I.R.S. Employer
         incorporation)                                              Identification Number)



LAKEPOINT OFFICE PARK, 9342 EAST CENTRAL                                67206
             WICHITA, KANSAS                                          (Zip Code)
(Address of principal executive offices)


       Registrant's telephone number, including area code: (316) 631-1300


                                      None
          (Former name or former address, if changed since last report)

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ITEM 2.        ACQUISITION OR DISPOSITION OF ASSETS

               On May 27, 1998, Candlewood Hotel Company, Inc. and certain of
its subsidiaries (collectively the "Company") sold four (4) Candlewood(R) Hotels
(the "Hotels") to HPT CW II Properties Trust ("HPTCWII"), a subsidiary of
Hospitality Properties Trust (together with its subsidiaries, "HPT") as part of
a sale-leaseback arrangement. The sales were made pursuant to a Purchase and
Sale Agreement and an Agreement to Lease between the Company and HPT, both dated
as of May 14, 1998 (collectively the "Transaction Documents"). Pursuant to the
Transaction Documents, the Company will sell a total of 16 Hotels, including the
four Hotels which were transferred to HPTCWII on May 27, 1998, for an aggregate
purchase price of $135 million. The Hotels will be transferred in multiple
closings, as individual hotels are completed. The transfers of all 16 Hotels are
expected to be completed in 1998. Pursuant to the Transaction Documents, at the
time each Hotel is transferred to HPTCWII, the Hotel concurrently will be leased
back to Candlewood Leasing No. 2, Inc., a wholly-owned subsidiary of the
Company, pursuant to the terms of a Lease Agreement dated as of May 21, 1998.

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(b)     Pro Forma Financial Information:

               It is impracticable for the Registrant to provide the required
pro forma financial information at the time of this filing. The Registrant will
file such pro forma financial information by amendment no later than 60 days
after the date this report is filed, as permitted under Item 7 of Form 8-K.

(c)     Exhibits



Exhibit Number        Description of Document
                   
10.1                  Purchase and Sale Agreement, dated as of May 14, 1998, by and among the
                      Company and certain of its affiliates, as sellers, and HPT, as
                      purchaser.

10.2                  Agreement to Lease, dated as of May 14, 1998, by and between the
                      Company and HPT.

10.3                  Lease Agreement, dated as of May 21, 1998, by and between HPTCWII, as
                      landlord, and Candlewood Leasing No. 2, Inc., as tenant.

10.4                  Guaranty Agreement, dated as of May 14, 1998, by the Company for the
                      benefit of HPTCWII and HPT.


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                                   SIGNATURES

               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 hereunto duly authorized.

Dated:  June 8, 1998                        CANDLEWOOD HOTEL COMPANY, INC.


                                            By:    /S/ WARREN D. FIX
                                                   -----------------------------
                                            Name:  Warren D. Fix
                                            Title: Chief Financial Officer