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

                        October 26, 1999
        Date of Report (Date of earliest event reported)

                     Supertel Hospitality, Inc.
     (Exact name of registrant as specified in its charter)

         Delaware               0-23536          47-0774097
     (State or other          (Commission       (IRS Employer
     jurisdiction of          File Number)    Identification No.)
     incorporation)

     309 North 5th Street, Norfolk, Nebr             68701
     (Address of principal executive offices)     (Zip Code)

             Registrant's telephone number, including area code
                             (402) 371-2520



Item 1.  Changes in Control of Registrant

     On October 26,  1999,  pursuant to the  Agreement  and Plan of Merger dated
June 11,  1999 (the  "Merger  Agreement")  between  Supertel  Hospitality,  Inc.
("Supertel") and Humphrey  Hospitality  Trust,  Inc.  ("Humphrey  Hospitality"),
Supertel merged with and into Humphrey  Hospitality  Trust, Inc. (the "Merger").
Humphrey Hospitality Trust, Inc. is the surviving corporation.

     Pursuant to the Merger Agreement, each outstanding share of Supertel common
stock  was  converted  into  1.30  shares  of Humphrey Hospitality common stock.
Additionally, immediately prior to the Merger on October 26, 1999, Supertel paid
its  stockholders  of  record  as  of  September  29,  1999,  a cash dividend of
accumulated earnings and profits in the amount of $5.13 per share.

     The other information required by this item has been previously reported by
Supertel  or is included in the Joint Proxy Statement/Prospectus dated August 6,
1999 of Supertel and Humphrey Hospitality.

Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits

                  None





                                   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.

                                      SUPERTEL HOSPITALITY, INC.

October 26, 1999                   By: /s/ Paul Schulte
                                      ---------------------------------
                                       Paul Schulte
                                       President and Chief Executive Officer