UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
- ----- ACT OF 1934

For the fiscal year ended December 31, 1994
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934

For the transition period from to
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Commission file number 1-9563
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AIRCOA HOTEL PARTNERS, L.P.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

State of Delaware 84-1042607
- ----------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

5775 DTC Boulevard, Suite 300
Englewood, Colorado 80111
- ----------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (303) 220-2000
--------------
Securities registered pursuant to Name of each exchange on which
Section 12(b) of the Act: registered:
Class A Depository Units American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--------- ---------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting units held by non-affiliates of
the registrant, computed by reference to the price as of the close of trading on
February 13, 1995 was $4,540,106.

There were 5,340,214 units outstanding of the registrant's Class A Units as
of February 13, 1995.

AIRCOA HOTEL PARTNERS, L.P.

1994 FORM 10-K ANNUAL REPORT

Table of Contents

Page
----
PART I

Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . I - 1

Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . I - 3

Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . I - 4

Item 4. Submission of Matters to a Vote of Security Holders. . . I - 4

PART II

Item 5. Market for the Registrant's Partnership Units and
Related Unitholder Matters . . . . . . . . . . . . . . II - 1

Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . II - 2

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . II - 3

Item 8. Financial Statements and Supplementary Data . . . . . . II - 8

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . II - 8

PART III

Item 10. Directors and Executive Officers of the General Partner. III - 1

Item 11. Payments and Compensation to
General Partner and Affiliates . . . . . . . . . . . . III - 2

Item 12. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . III - 3

Item 13. Certain Relationships and Related Transactions . . . . . III - 4

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K . . . . . . . . . . . . . . . . . . . . . . . IV - 1

PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS

AIRCOA Hotel Partners, L.P., a Delaware limited partnership ("AHP" or
the "Partnership") was organized in December 1986, by AIRCOA
Hospitality Services, Inc. ("AHS" or the "General Partner") to acquire,
own, operate and sell hotels and resort properties. The Partnership
owns and operates six hotel and resort properties (the "Properties")
through operating partnerships (the "Operating Partnerships") which
were acquired in 1986.

The Partnership owns a 99% limited partner interest in each of the six
Operating Partnerships which hold title to the Properties and through
which the Partnership conducts all of its operations. AHS, a wholly
owned subsidiary of Richfield Hospitality Services, Inc. ("Richfield"),
is also the 1% general partner of each of the Operating Partnerships.
Richfield operates the Properties for the Partnership under certain
management agreements.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

The Partnership's operations have been in one industry segment since
formation. Revenue has been generated through the ownership and
operation of the Properties. The following table reflects the sources
of revenue and gross operating profit and total assets for each of the
three years ended December 31, 1994, 1993 and 1992.

(In thousands, except percentages)

1994 1993 1992
------ ------ ------
Revenue Percent Revenue Percent Revenue Percent
------- ------- ------- ------- ------- -------

Rooms $ 26,863 58.2% $ 26,693 59.0% $ 25,584 59.5%
Food and Beverage 12,274 26.6% 11,664 25.8% 11,349 26.4%
Other Property Operations 7,020 15.2% 6,911 15.2% 6,065 14.1%
-------- ------ -------- ------ -------- ------
Total Revenue $ 46,157 100.0% $ 45,268 100.0% $ 42,998 100.0%
-------- ------ -------- ------ -------- ------
-------- ------ -------- ------ -------- ------

Gross Operating Profit $ 13,566 29.4% $ 13,739 30.4% $ 11,944 27.8%
-------- ------ -------- ------ -------- ------
-------- ------ -------- ------ -------- ------

Total Assets $ 73,542 $ 77,369 $ 78,589
-------- -------- --------
-------- -------- --------

The gross operating profit percentage represents operating income of
the Partnership before depreciation and amortization, management fees
and fixed charges (rent, taxes and insurance). Gross operating profit
is indicative of the profitability from operations of the Properties.

Room revenue is significantly impacted by the rates obtained for rooms
and the level of occupancy of the Properties. Although not in the same
proportion, these factors also impact revenue generated from food and
beverage and other property operations. Average daily room rates of
the Properties were $59.42, $60.08, and $61.45 in 1994, 1993 and 1992,
respectively. Average occupancy levels for the Properties were 77.9%,
76.6% and 72.9% in 1994, 1993 and 1992, respectively. For a discussion
of the changes in various operating statistics, see Item 7,
Management's Discussion and Analysis of Financial Condition and Results
of Operations.

I-1

NARRATIVE DESCRIPTION OF BUSINESS

BUSINESS

The principal business of the Partnerships is the ownership and
operation of six hotel and resort properties located in geographically
diverse areas of the continental United States. The Properties are
full service facilities serving the vacation, leisure, meetings,
convention and business segments of the hotel market. In addition to
lodging, various guest services are offered by the Properties including
restaurants, lounges, banquet, room, valet, concierge, parking and
shuttle services. Other services available at some of the Properties
include a marina, health and fitness facilities, swimming pools, tennis
courts, spas and retail facilities.

IMPORTANCE OF FRANCHISES AND TRADEMARKS

Four of the Properties are affiliated with national franchises and
operate under franchise agreements. The benefits of these franchise
agreements include national brand name recognition and world wide
central reservation systems, as well as operating quality standards and
extensive marketing programs. One of the Properties is licensed to use
the Regal trademark, which is sub-licensed to the hotel by an affiliate
of AHS. The Partnership considers such affiliations and license to be
important to the operations and success of the Properties in regard to
customer recognition and satisfaction.

SEASONALITY OF BUSINESS

Because of the Properties' locations, occupancy levels are generally
lower in the first and fourth quarters and higher in the second and
third quarters of the year. These fluctuations are consistent with the
normal recurring seasonal patterns of the industry.

INDUSTRY PRACTICES

The Properties periodically offer discounts to contract and group
customers and room rates generally fluctuate during peak and non-peak
times of the year. Deposits are often obtained in advance for facility
rentals and rooms. In addition, a certain level of capital
expenditures, repair and replacement of hotel property is required
under the Partnership's loan agreement.

The Properties are managed by Richfield in accordance with certain
management contracts. Management services provided under the contracts
include operations supervision, strategic business planning, yield
management, sales and marketing oversight, personnel management and
accounting and technical services.

MARKET INFORMATION AND COMPETITIVE CONDITIONS

The U.S. hospitality industry had growth in revenue, earnings and
occupancy levels in 1994. According to Smith Travel Research, room
occupancy exceeded 65% in 1994, a 3% increase over occupancy levels in
1993. This increase in occupancy was the result of an approximate 4.4%
increase in demand, offset by a modest 1.4% increase in room supply.
Average daily rates for the industry increased almost 4% in 1994 to
$63.54 from $61.17 in 1993. Industry trends reflect improvement in
U.S. room occupancy and average daily rates since 1991. These positive
trends are expected to continue with occupancy levels in the U.S.
projected at 67% for 1995.

The Partnership's occupancy levels have consistently exceeded the
industry averages noted above; however, average daily rates are
slightly below the industry levels. The Partnership's operations in
certain markets are price sensitive. The Partnership considers its
primary points of competition include, but are not limited to, room
rates, location, guest services and responsiveness, adequacy and
appearance of facilities and overall customer satisfaction. The demand
at a particular hotel of the Partnership may be adversely affected by
many factors, including changes in travel patterns, local and regional
economic conditions and the degree of competition with other hotels in
the area.

I-2

REGULATION

The Operating Partnerships are subject to regulation in connection with
their business, including liquor licensing, occupational health and
safety regulation, food service regulation and labor laws. The
Operating Partnerships have not experienced significant difficulties
with regulation in these areas; however, failure to comply with those
regulations could result in loss of licenses, permits or other
authorizations which could adversely impact the Partnership's operating
revenue.

EMPLOYEES

All hotel personnel are employed by the respective Operating
Partnerships. Richfield processes the payroll on behalf of the
Operating Partnerships. The number of persons employed by the
Operating Partnerships, as of December 31, 1994, was approximately 970.
Management considers employee relations to be satisfactory.

ITEM 2. PROPERTIES

The six hotel and resort properties including the hotel buildings and
leasehold improvements are owned by the Operating Partnerships. Three
of the hotel properties are located on land owned by the Operating
Partnerships, while the other three hotel properties are located on
land leased by the Operating Partnerships on a long-term basis. The
following table presents certain information for each of the
Properties:

NUMBER
PROPERTY PRIMARY MARKETS SERVED AREA SERVED OF
ROOMS
- ------------------------------------------------------------------------------------------------------

Aurora Inn and Pine Lake Vacation, Business Greater Cleveland/Akron,
Trout Club ("Aurora") Ohio 69
- ------------------------------------------------------------------------------------------------------
Fourwinds/A Clarion Resort Destination Resort Bloomington/Indianapolis,
("Fourwinds") and Marina Indiana 126
- ------------------------------------------------------------------------------------------------------
Regal at McCormick Ranch Vacation, Meetings Phoenix/Scottsdale,
("McCormick") Arizona 125
- ------------------------------------------------------------------------------------------------------
Sheraton Inn-Buffalo Airport Business, Meetings Buffalo/Niagara Falls,
("Buffalo") and Leisure New York 293
- ------------------------------------------------------------------------------------------------------
Sheraton Lakeside Inn Vacation Orlando/Walt Disney World,
("Lakeside") Florida 651
- ------------------------------------------------------------------------------------------------------
Sheraton University Center Business, Meetings, Raleigh/Durham/
("University") Medical and Conventions Chapel Hill, North Carolina 322
- ------------------------------------------------------------------------------------------------------
TOTAL 1,586
----------------------------------------

I-3

The appraised value of the Properties is summarized below:

Appraised Values
------------------------------------------------
December December December
1994 1993 1992
------------ ------------ ------------

Aurora Inn & Pine Lake Trout Club $ 7,520,000 $ 7,240,000 $ 6,540,000
Fourwinds/A Clarion Resort 10,200,000 10,200,000 9,300,000
Regal at McCormick Ranch 9,015,000 7,900,000 7,400,000
Sheraton Inn-Buffalo Airport 17,730,000 18,140,000 18,800,000
Sheraton Lakeside Inn 34,000,000 39,000,000 42,000,000
Sheraton University Center 8,025,000 7,050,000 6,200,000
------------ ------------ ------------
Total appraised value $ 86,490,000 $ 89,530,000 $ 90,240,000
------------ ------------ ------------
------------ ------------ ------------

The decline in the aggregate appraised value of the portfolio is the
result of decreases in the value of the Sheraton Lakeside Inn in 1994
and 1993 and the Sheraton Inn - Buffalo Airport in 1994 and 1993.
These declines are primarily attributable to these hotels being located
in markets with increases in the supply of available rooms and static
demand for hotel rooms. See Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the
Partnership or any of the Operating Partnerships is a party, except for
ordinary and routine litigation incidental to the business of the
Partnership.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of Unitholders during the
quarter ended December 31, 1994.

I-4

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP UNITS AND RELATED UNITHOLDER
MATTERS

Class A Units of AIRCOA Hotel Partners, L.P. are traded on the American
Stock Exchange under the symbol AHT. There is no established public
trading market for the Partnership's Class B Units, the majority of
which are held by affiliates of the General Partner. Under certain
circumstances (which have not been satisfied at any time since the
inception of the Partnership) described in the Partnership's limited
Partnership Agreement, the Class B Units may be converted into Class A
Units. The following table sets forth the range of high and low
closing prices of Class A Units for each full quarterly period for the
two most recent years, as reported by the American Stock Exchange.

----------------------------------------------------------------------
For the Quarter Ended High Low
----------------------------------------------------------------------
----------------------------------------------------------------------
March 31, 1993 1 7/16 1
----------------------------------------------------------------------
June 30, 1993 1 9/16 1
----------------------------------------------------------------------
September 30, 1993 4 1/2 1 1/4
----------------------------------------------------------------------
December 31, 1993 3 15/16 2 7/8
----------------------------------------------------------------------

----------------------------------------------------------------------
March 31, 1994 3 11/16 3
----------------------------------------------------------------------
June 30, 1994 3 5/8 2 1/2
----------------------------------------------------------------------
September 30, 1994 2 7/8 2 3/8
----------------------------------------------------------------------
December 31, 1994 3 1/4 2 5/8
----------------------------------------------------------------------

As of December 31, 1994 the Partnership had approximately 1,871 Class A
Unitholders.

The Class A Unitholders have not received any distributions since 1990.
The Class B Units do not receive distributions until the Class A
Unitholders receive Minimum Annual Distributions, as defined in the
Partnership Agreement. The existing mortgage loan imposes significant
restriction on distributions to partners under the Partnership
Agreement, including Minimum Annual Distributions to Class A
Unitholders. On April 4, 1995, the Partnership signed a commitment
letter with a new bank to refinance the existing mortgage loan. The
new mortgage loan allows, under certain conditions, distributions to
Class A Unitholders of up to 75% of Annual Excess Cash Flow, as defined
under the terms of the commitment letter. See Item 7, Management's
Discussion and Analysis of Financial Condition and Results of
Operations.

II-1

ITEM 6. SELECTED FINANCIAL DATA

Years Ended December 31,
----------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
(In thousands, except per unit amounts)

Consolidated Operations Data
- ----------------------------
Revenue $ 46,157 $ 45,268 $ 42,998 $ 42,990 $ 45,425
Operating income 5,122 5,556 4,331 3,848 6,056
Net income (loss) 627 1,120 113 (1,923) (1,656)
Income (loss) per unit:
Class A: Net loss (.10) (.02) (.22) (.66) (.72)
Class B: Net income 1.25 1.27 1.17 1.00 .60

Distributions per Class A Unit
- ------------------------------
From operations (includes support
contributions)(1) $ -- $ -- $ -- $ -- $ 1.83

Weighted average number of units outstanding
Class A 5,340,214 5,340,214 4,490,214 4,297,954 3,021,080
Class B 950,000 950,000 950,000 950,000 950,000

Consolidated Balance Sheet Data
- -------------------------------
Working capital (deficit)(2) $ (7,178) $(48,180) $ (48,771) $ (5,963) $ (736)
Total assets 73,542 77,369 78,589 79,029 81,811
Long-term debt and affiliate notes payable (2) 46,180 6,000 8,715 53,650 60,550
Partners' capital 15,173 14,546 13,426 12,378 14,123
Appraised values of properties 86,490 89,530 90,240 106,000 122,300

Consolidated Operations Data
- ----------------------------

Gross operating profit (3) $ 13,566 $ 13,739 $ 11,944 $ 11,581 $ 13,555
Capital expenditures 2,049 2,353 2,530 1,799 3,376
Net cash provided by operating activities 5,568 5,841 4,080 2,665 3,603
Net cash used in investing activities (1,944) (2,394) (2,433) (1,513) (4,020)
Net cash provided (used) by financing activities (5,279) (3,612) (1,391) 449 (139)

<FN>
(1) AHS and an affiliate were required to supplement distributable cash
flow to the extent that such amounts were not sufficient to make
Minimum Annual Distributions under the Partnership Agreement (support
contributions) for a three-year period following the initial offering
of Class A units. 1990 distributions include certain support
contributions.

(2) Certain of the Partnership's indebtedness to unaffiliated financial
institutions was classified as current at December 31, 1993 and 1992.
See Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations.

(3) Gross operating profit represents operating income before rent, taxes,
insurance, management fees and depreciation and amortization.

II-2

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

The following table reflects certain historical financial information
and operating statistics for the years ended December 31, 1994, 1993
and 1992.

Historical Financial Information
--------------------------------

(in thousands, except operating statistics)

1994 1993 1992
-------- -------- --------

Revenue:
Rooms $ 26,863 $ 26,693 $ 25,584
Food and beverage 12,274 11,664 11,349
Other property operations 7,020 6,911 6,065
-------- -------- --------
Total revenue 46,157 45,268 42,998

Expenses:
Hotel operations 32,591 31,529 31,054
-------- -------- --------
Gross operating profit 13,566 13,739 11,944
Other operating expenses (1) 8,444 8,183 7,613
-------- -------- --------
Operating income 5,122 5,556 4,331
Other income (expense) net (2) (4,495) (4,436) (4,218)
-------- -------- --------

Net income $ 627 $ 1,120 $ 113
-------- -------- --------
-------- -------- --------

Operating Statistics
--------------------

Average Daily Rate $59.42 $60.08 $61.45

Average occupancy percent 77.9% 76.6% 72.9%

Number of available rooms 1,586 1,586 1,586

<FN>
(1) Includes rent, taxes, insurance, management fees, depreciation
and amortization.
(2) Principally comprised of interest expense.

II-3

REVENUE

Total revenue increased $889,000 or 2.0% in 1994, compared to an increase of
$2,270,000 or 5.3% in 1993. Of the total revenue in 1994, 1993 and 1992, rooms
comprised 58.2%, 59.0% and 59.5%, respectively; food and beverage comprised
26.6%, 25.8% and 26.4%, respectively, and other property operations comprised
15.2%, 15.2% and 14.1%, respectively.

Rooms revenue is primarily a function of the Properties' occupancy levels and
room rates. Rooms revenue increased $170,000 in 1994 due to an increase in
occupancy from 76.6% to 77.9% offset by a decrease in average room rates of
$0.66. Rooms revenue increased $1,109,000 in 1993 due to an increase in
occupancy from 72.9% to 76.6% offset in part by a decrease in average room rates
of $1.37. Rooms revenue increases in 1994 and 1993 are attributable to
increased sales to group and contract customers at the Regal McCormick Ranch,
Sheraton University Center and Sheraton Inn Buffalo Airport. These rooms
revenue increases were offset in part by decreases in rooms revenue at the
Sheraton Lakeside which continues to be impacted by significant competitive
pressures in the leisure market. These competitive pressures combined with
discounts offered to attract more group and contract business resulted in the
decreases in average room rates in 1994 and 1993.

Food and beverage revenue increased $610,000 or 5.2% in 1994 and $315,000 or
2.8% in 1993. Food and beverage revenue is impacted by room occupancy and the
mix of room sales between leisure, group, contract and business customers. The
primary increases in occupancy in 1994 and 1993 were from group and contract
customers which typically have a favorable impact on food and beverage revenue.

Other property operations consist of marina sales and rentals (at Fourwinds),
gift shops, food marts, lease income, phone charges and other miscellaneous
guest services. Other property operations increased $109,000 or 1.6% in 1994
and $846,000 or 13.9% in 1993. The 1994 increase in other property operations
was primarily due to the overall increase in occupancy. The 1993 increase in
other property operations was primarily due to the increases in overall room
occupancy, villa rentals at Regal McCormick Ranch and marina sales and rentals
at Fourwinds. The portion of the increase in other revenue primarily
attributable to increased occupancy in 1993 was approximately $357,000 or 5.9%.
Regal McCormick Ranch's increase in villa rentals was similar to its increase in
rooms revenue. The increase in marina sales and rentals was the result of new
product lines, improved facilities and excellent summer weather.

While the hotel industry continues to be very competitive, the Properties have
outperformed the industry when measuring revenue per available room (occupancy
percent times average room rate). The Properties revenue per available room was
$46.29, $46.02 and $44.80 in 1994, 1993 and 1992, respectively. Revenue per
available room for the United States hotel industry, accumulated by Smith Travel
Research, was $41.49, $38.85 and $36.29 in 1994, 1993 and 1992, respectively.

II-4

COSTS AND OPERATING EXPENSES

Total operating expenses increased $1,323,000 or 3.3% in 1994. This increase is
attributable to an increase in hotel operating expenses of $1,062,000 and an
increase in other operating expenses of $261,000. Hotel operating expenses
increased in 1994 primarily as a result of the overall increases in occupancy
and revenue, food and beverage costs and marketing expenses. As a result of
increased food costs, food and beverage costs as a percent of food and beverage
revenue increased to 71.4% in 1994 from 70.2% in 1993. Marketing expenses
increased 6.9% in 1994 primarily as a result of increases in franchise fee rates
at two of the three Sheraton properties. The increase in other operating
expenses in 1994 is due to a 6.0% increase in depreciation and amortization from
renovations completed in June 1993 on the Sheraton Inn - Buffalo Airport and
other capital additions.

Total operating expenses increased $1,045,000 or 2.7% in 1993. This increase is
attributable to an increase in hotel operating expenses of $475,000 and an
increase in other operating expenses of $570,000. Hotel operating expenses
increased in 1993 primarily as a result of overall increases in occupancy and
revenue. The increase in other operating expenses in 1993 is due to an increase
of 15.1% in rent, taxes and insurance from increases in property taxes and an
increase of 3.8% in depreciation and amortization from capital additions.

Other income and expense remained relatively consistent in 1994 as compared to
1993. Interest expense increased 3.7% in 1994 primarily as a result of
increases in the interest rate offset by decreases in the total indebtedness
level. The increase in interest expense in 1994 was offset in part by a gain of
$105,000 recognized in 1994 on an insurance settlement.

Other income and expense increased $218,000 or 5.2% in 1993. The components of
this increase include a decrease of $351,000 in interest expense in 1993
primarily due to a decrease in interest rates offset by a $569,000 gain on an
insurance settlement recognized in 1992.

In the fourth quarter of 1994, the Partnership recorded an adjustment for
accrued vacation in the amount of $150,000.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

Net cash provided by operating activities was $5,568,000 in 1994, a decrease of
$273,000 from 1993. This decrease is the result of an increase in cash paid to
suppliers and vendors for increased costs and expenses of $2,096,000, offset in
part by increases in cash received from customers for increased hotel revenue of
$1,403,000, increased other cash receipts of $145,000 and decreases in cash paid
to employees of $186,000 and interest paid of $89,000. Net cash provided by
operating activities was $5,841,000 in 1993, an increase of $1,761,000 from
1992. This increase is the result of increases in cash received from customers
from increased hotel revenue of $2,200,000, increased other cash receipts of
$98,000 and decreased interest paid of $637,000 from the non-payment of interest
on notes payable to an affiliate, offset in part by an increase in cash paid to
suppliers and vendors for increased costs and expenses of $942,000, increase in
cash paid to employees of $207,000 and a decrease in insurance proceeds of
$25,000.

Net cash used in investing activities decreased $450,000 in 1994 due to
decreases in capital expenditures and cash paid for other assets. Net cash used
in investing activities decreased

II-5

$39,000 in 1993 due to decreases in capital expenditures and cash received from
insurance proceeds.

Net cash used in financing activities increased $1,667,000 in 1994 primarily due
to increases in principal payments on the Partnership's indebtedness. Net cash
used in financing activities increased $2,221,000 in 1993, primarily due to
increases in principal payments on the Partnership's indebtedness, increases in
refinancing costs paid and decreases in cash received from partner contributions
and the sale of Class A Units to affiliates. The proceeds from the Class A
Units sold in 1992 were used to pay indebtedness.

INDEBTEDNESS

On April 4, 1995 the Partnership signed a commitment letter with a new lender to
provide a $45,000,000 first mortgage loan and a $1,000,000 revolving credit
line. The proceeds of the $45,000,000 first mortgage loan will be used to pay
off the existing mortgage loan and the note payable to bank as well as provide
funds for certain property renovations and the payment of a facility fee and
closing costs. The Partnership expects to complete the refinancing by June 1995.

The new financing provides long-term financing, more favorable interest rates
and less restrictive loan covenants as compared to the existing mortgage loan.
The new financing was obtained by the General Partner and an affiliate, Regal
Hotels International Holdings Limited ("RHL"). RHL has agreed to provide a
limited guarantee for the new first mortgage loan. The Partnership expects to
pay a fee to RHL for the limited guarantee. While the amount of the fee has not
been determined, in no event will the amount exceed what an unaffiliated
guarantor would be paid.

The refinancing includes a variety of interest rate options, the most favorable
of which is LIBOR plus 2% (7.85% at December 31, 1994). This compares to the
existing mortgage loan rate of 9% at December 31, 1994. Repayment of the new
first mortgage loan is based on a twenty-year amortization with a balloon
payment at the end of the fifth year while the revolving credit line is
renewable annually at the option of the lender.

The commitment letter contains a number of conditions which are different than
those contained in the Partnership's existing mortgage loan. Some of the more
significant differences include a new maturity date in 2000, a change in the
maximum loan to value ratio based on the appraised value of the Properties from
60% to 65%, the allowance of distributions to Class A Unitholders in certain
circumstances, the removal of the restriction on payments to AHS on the
Partnership's affiliated notes payable by allowing principal and interest
payments in certain circumstances, the removal of the requirement to offer any
of the Properties for sale and the added requirement that affiliates of the
General Partner maintain their present level of ownership in the Partnership.
The commitment letter also requires the maintenance of a capital reserve account
equal to 4% of gross revenue in 1995 and 5% of gross revenue thereafter. Based
on this requirement and with the loan proceeds, the Partnership expects to
expend approximately $7,300,000 for capital expenditures over the next two
years.

The commitment letter contains certain conditions precedent that the Partnership
considers normal due diligence procedures typically conducted in connection with
making such a loan. The Partnership believes that none of these conditions are
significant contingencies for making the loan. As a result of the lender's firm
commitment, the Partnership has classified the indebtedness currently
outstanding under the mortgage loan payable and note payable to bank as long-
term.

II-6

The Partnership had indebtedness at December 31, 1994 in the amount of
$48,365,000. Such indebtedness includes a mortgage loan payable of $40,450,000
due July 31, 1995, a note payable to bank of $1,915,000 due October 31, 1995 and
affiliate notes payable of $6,000,000 which were due January 1995. During 1994,
the Partnership extended the mortgage loan payable and the note payable to bank
to July 31, 1995 and October 31, 1995, respectively. These extensions required
principal reductions of $2,000,000 and the payment of $311,000 in fees.

The existing mortgage loan contains numerous covenants requiring, among other
matters, the maintenance of specified cash flow levels for the Partnership and
at each hotel property, a maximum loan to value ratio of 60% based on the
Partnership's secured debt to aggregate appraised values of the Properties,
limitations on additional borrowings, restrictions on payments to AHS on the
Partnership's affiliated notes payable, restrictions on distributions to
partners under the Partnership Agreement, including Minimum Annual Distributions
to Class A Unitholders, the expenditure or reserve (limited to $2,000,000) for
the purchase, repair and replacement of hotel property, furniture, fixtures and
equipment and cross covenant defaults with the Partnership's note payable to
bank and certain indebtedness of the General Partner and other affiliates. In
addition to the various loan covenants above, the mortgage loan requires the
Partnership to offer the Sheraton Lakeside Inn and Sheraton Inn - Buffalo
Airport for sale at a sales price not less than the current appraised values.
The Partnership selected a broker to market the two hotel properties in
accordance with the mortgage loan. The mortgage loan also requires all proceeds
from such sales to be applied to the outstanding balance of the mortgage loan.
No acceptable offers have been received.

The Partnership's affiliate notes payable of $6,000,000 were due January 1995.
These affiliate notes payable have been subordinated to the existing mortgage
loan and note payable to bank. A condition of the commitment letter signed by
the Partnership for the new first mortgage loan and revolving credit line also
requires the subordination of the principal balance of the affiliate notes
payable. The affiliate has agreed to the subordination to the existing mortgage
loan and the new first mortgage loan and revolving credit line under the
commitment letter. Accordingly, the affiliate notes payable principal balance
is classified as long-term at December 31, 1994.

PARTNERSHIP DISTRIBUTIONS AND UNIT CONVERSIONS

The Partnership Agreement provides for periodic distribution of distributable
cash flow, as defined, to the partners subject to any applicable restrictions
and the discretion of the General Partner. Distributable cash flow is generally
defined as cash flow from operations of the hotel properties. Such cash is
allocated and distributed (net of AHS's 1% general partnership interest in the
Operating Partnerships) 99% to the Class A Unitholders and 1% to the General
Partner until the Class A Unitholders have received defined Minimum Annual
Distributions. The Minimum Annual Distribution is $2.16 per Class A Unit. The
Partnership expects an amount less than the Minimum Annual Distribution per
Class A Unit will be available for distribution from future operating cash flow.
Any portion of the Minimum Annual Distribution that is not paid by the
Partnership in any year is added to the cumulative unpaid Minimum Annual
Distribution. Based on the appraised value of the Properties at December 31,
1994, the cumulative unpaid Minimum Annual Distribution per Class A Unit exceeds
the Partnership's net assets per Unit of approximately $6.00 by approximately
50%.

The Class B Units entitle each Unitholder to a limited partnership interest
which is subordinated to the Class A Units. The Class B Units are redeemable or
convertible in certain circumstances. The Class B Units do not receive
distributions until the Class A Unitholders receive Minimum Annual Distributions
which have not been made since 1990. Through 1996, the Class B Units

II-7

are convertible into Class A Units only to the extent that distributable cash
flow of the Partnership in the previous year would have been sufficient to pay
Minimum Annual Distributions for the Class A Units, including the Class B Units
to be converted. After 1996, a minimum of 250,000 Class B Units are required to
be converted into Class A Units annually through 2001 at a redemption value of
$20.00 per Class B Unit, by issuing Class A Units valued at the then current
market price of the Class A Units. Such required conversion may result in
dilution to the Class A Unitholders prior to conversion. For example, based on
the average market price of Class A Units during 1994 of approximately $3.00,
the conversion of 250,000 Class B Units in 1997 would result in an approximate
24% dilution to the Class A Unitholders upon conversion. The conversion of all
950,000 Class B Units would result in an approximate 54% dilution to the
preconversion Class A Unitholders at the $3.00 per unit market price.

PROPERTY VALUES

The appraised value of the Properties is $86,490,000 at December 31, 1994, which
exceeds their carrying values of $68,353,000. However, the appraised value on
two of the hotel properties is approximately $5,000,000 less in the aggregate
than their carrying values at December 31, 1994. In accordance with a proposed
Statement on Financial Accounting Standards on Accounting for the Impairment of
Long-Lived Assets, which is expected to be issued in 1995, the Partnership has
not recognized an impairment on these two hotel properties as the undiscounted
cash flow on these properties exceeds their carrying values. Currently the
Partnership has no plans to sell these properties at less than their carrying
values.

INCOME TAXES

As a result of the Revenue Act of 1987, the Partnership will become a taxable
entity in 1998. As a result, the income of the Partnership will be taxable as a
corporation and distributions from the Partnership will continue to be taxable
to the individual partners. The Partnership is evaluating various alternatives
to minimize any adverse impact on the Partnership as a result of these changes
in the tax laws.

INFLATION

The rate of inflation as measured by changes in the average consumer price index
has not had a material impact on the revenue or net income of the Partnership in
the three most recent years.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of AHP are filed under this Item, beginning on
Page II-9. The financial statement schedules required under Regulation
S-X are filed pursuant to Item 14 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

II-8

INDEPENDENT AUDITORS' REPORT

The Partners
AIRCOA Hotel Partners, L.P.

We have audited the accompanying consolidated balance sheets of AIRCOA Hotel
Partners, L.P. and subsidiary operating partnerships as of December 31, 1994 and
1993, and the related consolidated statements of operations, partners' capital
and cash flows for each of the years in the three year period ended December 31,
1994. These consolidated financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AIRCOA Hotel
Partners, L.P. and subsidiary operating partnerships as of December 31, 1994 and
1993, and the results of their operations and their cash flows for each of the
years in the three year period ended December 31, 1994, in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Denver, Colorado
February 27, 1995,
except as to notes
3 and 4 which are
as of April 4, 1995

II-9

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1994 AND 1993

(In thousands)

Assets 1994 1993
- ------ -------- --------

Current assets:
Cash and cash equivalents $ 1,261 $ 2,916
Accounts receivable:
Trade 2,555 2,675
Affiliates 43 207
Inventory 401 376
Prepaid expenses 498 374
-------- --------
Total current assets 4,758 6,548
-------- --------

Property and equipment, at cost:
Land and leasehold improvements 8,767 8,693
Buildings and leasehold improvements 70,109 69,518
Furniture, fixtures and equipment 16,304 15,240
Construction in progress 407 87
-------- --------
95,587 93,538
Less accumulated depreciation and amortization (27,234) (23,311)
-------- --------

Net property and equipment 68,353 70,227

Other assets, including debt issue costs, net of
accumulated amortization of $212 in 1994 and $330 in 1993 431 594
-------- --------

$ 73,542 $ 77,369
-------- --------
-------- --------

(Continued)

II-10

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

CONSOLIDATED BALANCE SHEETS (Continued)

December 31, 1994 and 1993

(In thousands)

Liabilities and Partners' Capital 1994 1993
- --------------------------------- -------- --------

Current liabilities:
Current installments of long-term debt $ 2,185 $ 47,315
Trade accounts payable 1,634 1,689
Payables to affiliates:
Trade accounts 444 469
Interest 2,100 --
Accrued liabilities:
Payroll 327 363
Taxes, other than income taxes 982 934
Other 2,450 2,350
Deferred revenue and advance deposits 1,814 1,608
-------- --------

Total current liabilities 11,936 54,728

Long term debt, excluding current installments 40,180 --

Notes payable to affiliates, including accrued interest of
$1,380 in 1993 6,000 7,380

Deferred franchise fees -- 462

Accrued administration and management fees
payable to affiliate 253 253
-------- --------

Total liabilities 58,369 62,823
-------- --------

Commitments and contingencies.

Partners' capital:
General partner 376 375
Limited partners:
Class A Unitholders 21,605 22,157
Class B Unitholders (deficit) (6,808) (7,986)
-------- --------

Total partners' capital 15,173 14,546
-------- --------

$ 73,542 $ 77,369
-------- --------
-------- --------

See accompanying notes to consolidated financial statements.

II-11

AIRCOA HOTEL PARTNERS, L.P
AND SUBSIDIARY OPERATING PARTNERSHIPS

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1994, 1993 and 1992

(In thousands, except unit data)

1994 1993 1992
-------- -------- --------

Revenue:
Rooms $ 26,863 $ 26,693 $ 25,584
Food and beverage 12,274 11,664 11,349
Other property operations 7,020 6,911 6,065
--------- --------- ---------
46,157 45,268 42,998
--------- --------- ---------
Costs and operating expenses:
Rooms 7,242 7,189 7,132
Food and beverage 8,769 8,186 8,167
Other property operations 3,325 3,206 2,976
Administrative and general 4,793 4,823 4,748
Marketing 4,025 3,764 3,742
Energy 2,307 2,234 2,015
Property maintenance 2,130 2,127 2,274
Rent, taxes and insurance 2,665 2,674 2,323
Management fees 1,835 1,788 1,705
Depreciation and amortization 3,944 3,721 3,585
--------- --------- ---------
41,035 39,712 38,667
--------- --------- ---------
Operating income 5,122 5,556 4,331
--------- --------- ---------

Other income (expenses):
Interest expense, including amortization of debt issue
costs of $471 in 1994, $458 in 1993, and $380 in 1992 (4,600) (4,436) (4,787)
Gain on insurance settlements 105 - 569
--------- --------- ---------
(4,495) (4,436) (4,218)
--------- --------- ---------

Net income $ 627 $ 1,120 $ 113
--------- --------- ---------
--------- --------- ---------

Income (loss) per limited partnership unit:
Class A Unitholders $ (.10) $ (.02) $ (.22)
--------- --------- ---------
--------- --------- ---------

Weighted average number of units outstanding 5,340,214 5,340,214 4,490,214
--------- --------- ---------
--------- --------- ---------

Class B Unitholders $ 1.25 $ 1.27 $ 1.17
--------- --------- ---------
--------- --------- ---------

Weighted average number of units outstanding 950,000 950,000 950,000
--------- --------- ---------
--------- --------- ---------

See accompanying notes to consolidated financial statements.

II-12

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL

YEARS ENDED DECEMBER 31, 1994, 1993 and 1992

(In thousands, except unit data)

Limited Partners' Capital (Deficit)
---------------------------------------
Class A Unitholders Class B Unitholders Unallocated Total
General ------------------- ------------------- capital partners'
partner Units Capital Units Capital contributions capital
------- ----- ------- ----- ------- ------------- -------

BALANCES AT DECEMBER 31, 1991 $ 375 4,490,214 $ 22,308 950,000 $(10,588) $ 283 $ 12,378

Issuance of Class A Units pursuant
to general partners' purchase
obligation -- 850,000 935 -- -- -- 935
Capital contributions pursuant
to contractual arrangements -- -- -- -- 283 (283) --
Net income (loss) (10) -- (994) -- 1,117 -- 113
------ --------- ------- ------- -------- ------ --------

BALANCES AT DECEMBER 31, 1992 365 5,340,214 22,249 950,000 (9,188) -- 13,426

Net income (loss) 10 -- (92) -- 1,202 -- 1,120
------ --------- ------- ------- -------- ------ --------

BALANCES AT DECEMBER 31, 1993 375 5,340,214 22,157 950,000 (7,986) -- 14,546

Net income (loss) 1 -- (552) -- 1,178 -- 627
------ --------- ------- ------- -------- ------ --------

BALANCES AT DECEMBER 31, 1994 $ 376 5,340,214 $ 21,605 950,000 $ (6,808) $ -- $ 15,173
------ --------- ------- ------- -------- ------ --------
------ --------- ------- ------- -------- ------ --------

See accompanying notes to consolidated financial statements.

II-13

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

(In thousands)

1994 1993 1992
------ ------ ------

Cash flows from operating activities:
Cash received from customers $ 44,592 $ 43,189 $ 40,989
Cash paid to suppliers and vendors (25,226) (23,130) (22,188)
Cash paid to employees (12,423) (12,609) (12,402)
Interest paid (3,430) (3,519) (4,156)
Other cash receipts 2,055 1,910 1,837
--------- --------- ---------

Net cash provided by operating activities 5,568 5,841 4,080
--------- --------- ---------

Cash flows from investing activities:
Capital expenditures (2,049) (2,353) (2,530)
Proceeds from insurance for damaged
property and equipment 105 236 380
Payments for other assets -- (277) (283)
--------- --------- ---------

Net cash used in investing activities (1,944) (2,394) (2,433)
--------- --------- ---------

Cash flows from financing activities:
Principal payments on long-term debt (4,950) (3,325) (2,310)
Refinancing costs and other (329) (342) (244)
Proceeds from partner contributions and sale of Class
A Units -- 55 1,163
--------- --------- ---------

Net cash used in financing activities (5,279) (3,612) (1,391)
--------- --------- ---------

Increase (decrease) in cash and cash equivalents (1,655) (165) 256

Cash and cash equivalents at beginning of period 2,916 3,081 2,825
--------- --------- ---------

Cash and cash equivalents at end of period $ 1,261 $ 2,916 $ 3,081
--------- --------- ---------
--------- --------- ---------

(Continued)

See accompanying notes to consolidated financial statements.

II-14

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

(In thousands)

1994 1993 1992
------ ------ ------

Reconciliation of net income to net cash provided
by operating activities:
Net income $ 627 $ 1,120 $ 113
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,944 3,721 3,585
Amortization of debt issue costs 471 458 380
Gain on insurance settlements (105) -- (569)
Decrease (increase) in accounts receivable
relating to operations 284 (328) (251)
Decrease (increase) in inventory (25) (74) 20
Increase in prepaid expenses (124) (41) (20)
Increase in trade accounts payable, payables
to affiliates, accrued liabilities, accrued
administration and management fees payable
to affiliate relating to operations and deferred
franchise fees 290 826 768
Increase in deferred revenue and advance deposits 206 159 54
-------- -------- --------

Net cash provided by operating activities $ 5,568 $ 5,841 $ 4,080
-------- -------- --------
-------- -------- --------

See accompanying notes to consolidated financial statements.

II-15

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

AIRCOA Hotel Partners, L.P. (the "Partnership") is a publicly traded
limited partnership formed to acquire, own and operate hotel properties.
The Partnership holds a 99% limited partner interest in limited
partnerships (the "Operating Partnerships"). Each of the Operating
Partnerships owns and operates one of the six hotel and resort properties
(the "Properties"). AIRCOA Hospitality Services, Inc. ("AHS"), a wholly-
owned subsidiary of Richfield Hospitality Services, Inc. ("Richfield")
holds a 1% General Partner interest in the Partnership and in each of the
Operating Partnerships.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the Partnership and the accounts of each of the Operating Partnerships.
All significant interpartnership accounts and transactions have been
eliminated.

CASH AND CASH EQUIVALENTS

Cash equivalents, representing overnight Eurodollar deposits and repurchase
agreements, were $739,000 and $1,941,000 at December 31, 1994 and 1993,
respectively. For purposes of the consolidated statements of cash flows,
the Partnership considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.

OPERATING ASSETS

The Partnership uses an inventory method of accounting for china,
glassware, silver, linen, and uniforms. Under the inventory method,
operating assets are stated at amounts based upon the physical quantity of
such assets on hand using average costs, less a valuation allowance to
reflect deterioration from use.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Hotel property renovations and
improvements are capitalized. Repairs, maintenance, and minor
refurbishments are charged to expense as incurred. Interest incurred during
construction of facilities or major renovations is capitalized and
amortized over the life of the related assets. Interest of $43,000 was
capitalized in 1993. No interest was capitalized in 1994 or 1992. Upon
the retirement or sale of property and equipment, the cost and related
accumulated depreciation are removed from the respective accounts, and the
resulting gain or loss, if any, is included in operations.

Property and equipment held under leaseholds is amortized over the shorter
of the lease term or the estimated useful life of the asset.

II-16

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT (CONTINUED)

Depreciation and amortization are calculated using the straight-line method
over the estimated useful lives of the assets, generally as follows:

Land improvements and leasehold improvements 15 years
Buildings and leasehold improvements 30 years
Furniture, fixtures and equipment 10 years

The appraised value on two of the hotel properties is approximately
$5,000,000 less than their carrying values in the aggregate at December 31,
1994. However, the Partnership believes that expected future cash flows
from operation of these properties will be sufficient to recover their
carrying values. The Partnership has no current plans to sell the
properties at less than their carrying values.

OTHER ASSETS

Other assets consist principally of debt issue costs, franchise license
costs, and liquor license costs. Debt issue and franchise license costs are
amortized using the straight-line method over the term of the respective
debt or license agreement.

DEFERRED REVENUE AND ADVANCE DEPOSITS

Deferred revenue for facility rentals and advance room deposits is
recognized as revenue when services are provided.

INCOME TAXES

No current provision or benefit for income taxes is included in the
accompanying consolidated financial statements since the taxable income or
loss of the Partnership is included in the tax returns of the individual
partners of the Partnership.

Current federal income tax regulations will subject the Partnership to
corporate taxation beginning in 1998. Accordingly, the Partnership
utilizes an asset and liability method of accounting for deferred income
taxes. Under the asset and liability method, deferred income taxes are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis expected to be recovered or
settled subsequent to 1997. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years such temporary differences are expected to be recovered or settled.
The effect on deferred taxes of a change in tax rates will be recognized in
operations in the period of the enactment date.

II-17

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NET INCOME (LOSS) PER UNIT

Net income (loss) per limited partnership unit is computed by dividing the
net income (loss) attributable to each class of units by the weighted
average number of units outstanding in each class during the period.
Because of the loss attributable to A Unitholders in 1994, 1993 and 1992,
Class A Units issuable upon conversion of notes payable (see Note 3) and
upon conversion of the Class B Units (see Note 2) were not considered in
the computation, as such conversions would be anti-dilutive.

RECLASSIFICATIONS

Certain amounts in the 1993 and 1992 financial statements have been
reclassified to conform to the 1994 presentation.

(2) PARTNERSHIP UNITS AND ALLOCATIONS

LIMITED PARTNERSHIP UNITS

The Class A Units entitle each Unitholder to a limited partnership interest
in a percentage of the profits and losses, tax allocations, and
distributions of the Partnership, as described below.

The Class B Units entitle each Unitholder to a limited partnership interest
which is subordinated to the Class A Units. The Class B Units are
redeemable by the Partnership or convertible into Class A Units, in certain
circumstances. The Class B Units do not receive distributions until the
Class A Unitholders receive defined Minimum Annual Distributions. Through
1996 the Class B Units are convertible into Class A Units to the extent
that distributable cash flow of the Partnership in the previous year would
have been sufficient to pay Minimum Annual Distributions for the Class A
Units, including the Class B Units to be converted. After 1996, a minimum
of 250,000 Class B Units are required to be converted into Class A Units
annually through 2001 at a redemption value of $20.00 per Class B Unit, by
issuing class A units valued at the then current market price of the Class
A Units.

CASH DISTRIBUTIONS

The Partnership agreement provides for periodic distribution of
distributable cash flow, as defined, to the partners at the discretion of
the General Partner. Distributable cash flow is generally defined as cash
flow from operations of the hotel properties. Such cash is allocated and
distributed (net of AHS' 1% general partnership interest in the Operating
Partnerships) 99% to the Class A Unitholders and 1% to the General Partner
until the Class A Unitholders have received defined Minimum Annual
Distributions. The Minimum Annual Distribution is presently $2.16 per
Class A Unit. After payment of the Minimum Annual Distribution, additional
cash distributions, if any, will be allocated 49.5% to the Class A
Unitholders, 49.5% to the Class B Unitholders and 1% to the General
Partner.

II-18

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(2) PARTNERSHIP UNITS AND ALLOCATIONS (CONTINUED)

CASH DISTRIBUTIONS (CONTINUED)

Capital transaction proceeds generally consist of net proceeds from sales
and refinancing of the Partnership's hotel properties. Cash from capital
transaction proceeds is allocated and distributed 99% to the Class A
Unitholders and 1% to the General Partner until the Class A Unitholders
have received any previously unpaid Minimum Annual Distributions, and the
unrecovered capital preference amount, as defined. Capital transaction
proceeds are then allocated and distributed 99% to the Class B Unitholders
and 1% to the General Partner until all the Class B Units have been
redeemed. Subsequent to the redemption of the Class B Units, capital
transaction proceeds are allocated and distributed 75% to the Class A
Unitholders and 25% to the General Partner. The unrecovered capital
preference amount of a Class A and a Class B Unit at December 31, 1994 is
$16.60 and $20.00, respectively.

The Minimum Annual Distribution amount attributable to Class A Unitholders
and the Class B Unitholders sharing percentage in distributable cash flow
are reduced proportionately based upon distributions of capital transaction
proceeds.

Based on the appraised value of the Properties at December 31, 1994, the
cumulative unpaid Minimum Annual Distribution per Class A Unit exceeds the
Partnership's net assets per Unit of approximately $6.00 by approximately
50%. The Partnership did not declare distributions in 1994, 1993 and 1992.

ALLOCATION OF INCOME AND LOSSES

Partnership income and losses are allocated among the partners in
accordance with federal income tax provisions based upon the partners
ownership interests, adjusted to reflect original contribution values
agreed upon by the partners and other basis differences at the inception of
the partnership. Income and losses are allocated among individual Units on
a pro rata basis within each class of units. For financial reporting
purposes, the net income or loss of the Partnership is generally allocated
in accordance with the income tax allocation provisions described above.

(3) LONG-TERM DEBT

On April 4, 1995, the Partnership signed a commitment letter with a new
lender to provide a $45,000,000 first mortgage loan and a $1,000,000
revolving credit line. The proceeds of the $45,000,000 first mortgage loan
will be used to refinance, on a long-term basis, the Partnership's existing
mortgage loan in the amount of $40,450,000 at December 31, 1994 and note
payable to bank of $1,915,000 at December 31, 1994 which are due July 31,
1995 and October 31, 1995, respectively, as well as provide funds for
certain property renovations and the payment of a facility fee and closing
costs. The commitment letter contains certain conditions precedent that
the Partnership considers normal due diligence procedures typically
conducted in connection with

II-19

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(3) LONG-TERM DEBT (CONTINUED)

making such a loan. The Partnership believes that none of these conditions
are significant contingencies in making the loans. As a result of this
commitment, the Partnership's existing mortgage loan and note payable to
bank have been classified as long-term at December 31, 1994. The
Partnership expects the refinancing to be completed by June 1995.

The refinancing terms outlined in the commitment letter include a variety
of interest rate options for the loans. In addition, repayment of the
first mortgage loan is based on a twenty year amortization with a balloon
payment at the end of the fifth year. The revolving credit line will be
renewable annually at the option of the lender. Based on the terms of the
refinancing outlined in the commitment letter, the indebtedness pursuant to
the Partnership's existing mortgage loan and note payable to bank are
summarized as follows:

December 31
------------------
1994 1993
-------- --------

Mortgage loan $ 40,450 $ 44,600
Note payable to bank 1,915 2,715
-------- --------
42,365 47,315
Less current installments 2,185 47,315
-------- --------
Long-term debt, excluding current
installments $ 40,180 $ --
-------- --------
-------- --------

As outlined in the commitment letter, the new first mortgage loan and
revolving credit line contain various covenants including minimum debt
service ratios, restrictions on additional indebtedness, limitations on
annual cash distributions to Class A Unitholders, limitations on the
payment of principal and interest on the affiliate notes payable, deferral
of management fees payable to Richfield if minimum debt service ratios are
not achieved, maintenance of a capital expenditure reserve account equal to
4% of gross revenue in 1995 and 5% thereafter, and a maximum loan-to-value
ratio of 65% based on the aggregate appraised values of the Properties.
The new first mortgage loan and revolving credit line are subject to
certain limited guarantees of an affiliate of the Partnership. The new
first mortgage loan also requires the Bank's approval of any dilution or
change in the present ownership interests of affiliates of the General
Partner in the Partnership.

Maturities of long-term debt (based on the terms of the commitment letter)
are summarized as follows (in thousands):

Year ending December 31,
------------------------

1995 $ 2,185
1996 1,080
1997 1,080
1998 1,080
1999 1,080
2000 35,860
--------
$ 42,365
--------
--------

II-20

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(3) LONG-TERM DEBT (CONTINUED)

The existing mortgage loan's interest rate is 3% above a specific
Eurodollar rate or 1% above the bank's prime if the Eurodollar rate is
unavailable. The rate at December 31, 1994 was 9.0%. The Mortgage Loan
requires monthly installments of $250,000 plus interest and is secured by
separate first mortgages on the hotel properties and a security interest
in all assets related to the operation of the hotel properties.

The existing mortgage loan requires the Partnership to offer the Sheraton
Lakeside Inn and Sheraton Inn - Buffalo Airport for sale at a price not
less than their current appraised values. The Partnership selected a
broker to market the two hotel properties on terms consistent with the
mortgage loan. The existing mortgage loan also requires all proceeds from
such sales to be applied to the outstanding balance of the mortgage loan.
In connection with the refinancing terms outlined in the commitment
letter, the Partnership will no longer be required to offer any of the
Properties for sale.

The amended note payable to bank has an interest rate of 1.5% above the
bank's prime rate. In the event that the effective interest rate exceeds
9% per annum, the excess interest is deferred. The effective rate at
December 31, 1994 was 10.0%. The note is payable in monthly installments
of $25,000 plus interest, and is convertible into Class A Units of the
Partnership at $16.60 per unit. The note is secured by a pledge from an
affiliate of AHS of management fees payable to the affiliate by the
Partnership's hotel properties; the pledge of 718,000 Class A Units of the
Partnership held by certain affiliates, and the personal guarantees of two
former officers of AHS. The note contains covenant provisions which are
similar to those contained in the existing mortgage loan.

In accordance with the Partnership Agreement, the General Partner is
entitled to receive a 1% financing fee in exchange for arranging the
refinancing of the Partnership's indebtedness. Such fee is required to be
reduced by the amount of the financing fee paid to the lender. In
addition the Partnership expects to pay a fee to an affiliate for the
limited guarantee of the new first mortgage loan and the revolving credit
line.

II-21

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(4) NOTES PAYABLE TO AFFILIATES

The Partnership's affiliate notes payable of $6,000,000 were due January
1995. These affiliate notes payable have been subordinated to the
existing mortgage loan and note payable to bank. A condition of the
commitment letter signed by the Partnership for the first mortgage loan
and revolving credit line also require the subordination of the affiliate
notes payable principal balance. The affiliate has agreed to the
subordination to the existing mortgage loan and the new first mortgage
loan and revolving credit line under the commitment letter. Accordingly,
the affiliate notes payable principal balance is classified as long-term
at December 31, 1994.

(5) INCOME TAXES

The Partnership's only significant temporary difference (which will result
in tax deductions in 1998 and later years) is an excess of the tax basis
over the book basis of the Properties of approximately $2,350,000 and
$3,200,000 at December 31, 1994 and 1993, respectively. The Partnership's
net deferred tax asset was approximately $940,000 and $1,200,000 at
December 31, 1994 and 1993, respectively. The Partnership has established
a 100% valuation allowance on these net deferred tax assets. The change
in the valuation allowance in 1994 was a decrease of approximately
$260,000.

(6) RELATED PARTY TRANSACTIONS AND COMMITMENTS

PARTNERSHIP ADMINISTRATION

AHS, as General Partner, is responsible for managing the business and
affairs of the Partnership and the Operating Partnerships. The General
Partner is reimbursed monthly for all direct operating expenses incurred
on behalf of the Partnership and Operating Partnerships. In addition, the
General Partner receives an annual partnership administration fee equal to
0.25% of the independently appraised value of the hotel properties of the
Partnership.

MANAGEMENT AGREEMENTS

Richfield operates the hotel properties for the Partnership in exchange
for a management fee equal to 4% of annual gross revenue from the hotel
properties. In addition, the hotel properties are obligated to reimburse
Richfield for payroll, professional fees, and certain out-of-pocket
expenses incurred by Richfield on their behalf. The management agreements
expire in 2012 and can be terminated by the Partnership prior to
expiration, in certain circumstances, through the payment of a fee equal
to three times the management fee paid for the preceding 12 months.

Richfield also provides data processing services and obtains various types
of insurance coverage, on an aggregate basis, for the hotel properties
which it owns or manages. Such data processing and insurance costs are
allocated to the hotel properties.

II-22

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(6) RELATED PARTY TRANSACTIONS AND COMMITMENTS (CONTINUED)

LICENSE AGREEMENTS

One of the hotel properties has a license agreement with an affiliate to
operate as a Regal Hotel. The license agreement provides for a fee of 1.5%
of total revenue, as defined, and is renewed automatically for one year
periods. The agreement can be terminated by the Partnership prior to
expiration in certain circumstances, through payment of a termination fee.

HOTEL PROPERTY ACQUISITIONS AND DISPOSITIONS AND PARTNERSHIP FINANCING

The General Partner receives an acquisition fee equal to 1% of the
purchase price of any hotel property acquired by the Partnership. Upon
the sale of a hotel property, the General Partner receives either a
disposition fee equal to 1% of the sales price of the hotel property, or a
reasonable brokerage fee, based upon fees for comparable properties in the
area, less the amount of any such brokerage fees paid to third parties.
The General Partner receives a financing fee equal to 1% of the principal
amount of any new Partnership loan, or refinancing of Partnership debt if
the refinancing is completed with a lender other than the lender whose
loan is being refinanced. Such fee is required to be reduced by the
amount of the financing fee paid to the lender.

OTHER ARRANGEMENTS

The General Partner and its affiliates are paid development, purchasing,
and design fees for services performed in connection with the renovation
or expansion of the Partnership's hotel properties. In addition, an
affiliate of AHS receives fees in connection with the bulk purchase of
hotel furnishings, equipment, and supplies.

The Partnership leases a private club and recreational facility from an
affiliate of AHS, under an operating lease. The Partnership receives 90%
to 100% of available cash flow from operation of the private club and
recreational facility as lease income and management fees. The lease
expires in 2052 and may be terminated by the Partnership earlier with the
consent of the existing mortgage lender. The Partnership received lease
income and management fees of $330,000, $328,000, and $338,000 pursuant to
these arrangements in 1994, 1993, and 1992, respectively.

Subject to the terms of the lease agreement, an affiliate of the
Partnership has an option to purchase 50 undeveloped acres from the
private club for $10. The option is only exercisable if all the permits
and consents from state and local authorities permit continued operation
of the club after conveyance of the 50 acres to the affiliate. The
affiliate pays a pro-rata share of the property taxes on the private club.
The private club is located on a tract of land consisting of approximately
80 acres.

II-23

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(6) RELATED PARTY TRANSACTIONS AND COMMITMENTS (CONTINUED)

The following amounts resulting from transactions with affiliates are
included in the accompanying consolidated balance sheets (in thousands):

December 31
--------------------
1994 1993
------- -------

Fees and costs, included in property
and equipment, net $ 1,028 $ 1,088
------- -------
------- -------

The following amounts resulting from transactions with affiliates are
included in the accompanying consolidated statements of operations (in
thousands):

1994 1993 1992
------ ------ ------

Partnership administration fees $ 222 $ 186 $ 224
------ ------ ------
------ ------ ------
Management fees $1,835 $1,788 $1,705
------ ------ ------
------ ------ ------
Allocated insurance expense $1,505 $1,502 $1,388
------ ------ ------
------ ------ ------
Allocated data processing costs $ 45 $ 45 $ 43
------ ------ ------
------ ------ ------
Interest expense $ 720 $ 720 $ 720
------ ------ ------
------ ------ ------
License fees $ 132 $ 114 $ 9
------ ------ ------
------ ------ ------

In December 1992, the Partnership issued 850,000 Class A Units to
affiliates of AHS for cash proceeds of $935,000 of which $55,000 was
collected in January 1993.

(7) COMMITMENTS AND CONTINGENCIES

Under terms of the Clarion and ITT Sheraton franchises and the Regal Hotel
license agreements, the Partnership is committed to make annual payments
for franchise and licensing fees and reservation services. The Clarion
and ITT Sheraton license agreements expire 2012. The Regal license
agreement renews automatically for one-year periods. The amounts due
under the agreements were $1,809,000, $1,497,000 and $1,321,000 for 1994,
1993 and 1992, respectively. In accordance with an agreement with ITT
Sheraton, franchise fees for Sheraton Inn - Buffalo Airport and Sheraton
Lakeside Inn were deferred through December 31, 1993. The deferred
franchise fees are payable in monthly installments of approximately
$74,000, beginning in January 1994. Deferred franchise fees were $438,000
and $1,326,000 at December 31, 1994 and 1993, respectively.

Three of the hotel properties are subject to noncancelable operating land
leases which expire between 2000 and 2033. The leases generally require
annual rental payments of a fixed amount, ranging from $10,000 to $90,000,
plus a contingent amount based upon a percentage of specified room
revenue, food and beverage revenue, or gross revenue, as defined, ranging
from 1% to 8%. The accompanying consolidated statements of operations
include land rent expense of $803,000, $762,000, and $687,000 for 1994,
1993, and 1992, respectively.

II-24

AIRCOA HOTEL PARTNERS, L.P.
AND SUBSIDIARY OPERATING PARTNERSHIPS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1994 and 1993

(7) COMMITMENTS AND CONTINGENCIES (CONTINUED)

The Class A Units issuable upon conversion of notes payable and upon
conversion of the Class B Units, and the Class A Units issued or issuable
pursuant to the general partner's obligations regarding cash distributions
have certain demand registration rights.

The Partnership is involved in various claims and legal actions arising in
the ordinary course of business. In the opinion of management, the
ultimate disposition of these matters will not have a material effect on
the consolidated financial statements of the Partnership.

(8) FOURTH QUARTER ADJUSTMENTS

In the fourth quarter of 1994, the Partnership recorded an adjustment for
accrued vacation in the amount of $150,000.

II-25

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER

THE GENERAL PARTNER

AHS is the General Partner of the Partnership and of each of the
Operating Partnerships. From its formation in 1968 until November
1993, AHS was engaged in the management of hotel and resort properties.
Richfield assumed the management contracts for the properties effective
November 1993 as a part of the integration by Richfield of its hotel
management subsidiaries, including AHS.

DIRECTORS AND EXECUTIVE OFFICERS OF AHS

The directors and executive officers of AHS are listed below. The
Advisory Committee of AHP consists of one member of the AHS Board of
Directors, Anthony Williams, a member of the Advisory Board of
Richfield Holdings, Inc. ("Holdings"), William Arthur and a new member,
Frank Hughes, who does not serve in any other capacity with Richfield
or its affiliates. Mr. Hughes replaces one of the Advisory Committee
members, John Armstrong, who resigned his position on the committee on
October 11, 1994 for health reasons. The functions of the AHP Advisory
Committee include, among other things, review of the policies and
practices of the Partnership and AHS regarding various matters as to
which potential conflicts of interest may arise and review of certain
acquisitions and dispositions of hotel properties by AHP. The officers
of AHS devote such time and effort as is necessary for AHS to perform
its duties as General Partner of the Partnership. Each of the
directors of AHS are elected to a one-year term at the annual meeting
of the shareholder of AHS.

IDENTIFICATION OF DIRECTORS

Name and Year First Principal Occupation
Became a Director Age During the Past Five Years
----------------- --- --------------------------

Peter T.K. Yu, 1989 46 Peter T.K. Yu has served as Chairman of
AHS since May 1991 and as President/CEO
from May 1991 to April 1994. He also
served as Senior Executive Vice
President of Holdings from February 1989
to January 1991 and served as
President/CEO of Holdings from January
1991 to February 1995. He serves as a
Director for Regal Hotels International
Holdings Limited, a Bermuda corporation
listed in Hong Kong engaged in property
development, and hotel ownership and
management.

Carol K. Werner, 1989 40 Carol K. Werner has been General Counsel
and Secretary of AHS since February 1989
and served as Executive Vice President
since August 1989. She also served as
Executive Vice President and Secretary
of Holdings and certain affiliates since
1989. Ms. Werner was formerly an
associate with Coudert Brothers, an
international law firm, posted in Hong
Kong, Tokyo and New York. Ms. Werner
has resigned as General Counsel,
Executive Vice President and Secretary
effective March 31, 1995. She will
continue to serve as a Director.

Anthony Williams, 1989 49 Anthony Williams is the Chairman of the
executive committee of Coudert Brothers,
an international law firm, and has been
a partner since 1981.

III-1

Paul J. Sistare, 1994 40 Paul J. Sistare has served as a Director
since October 1994 and as President/CEO
since April 1994. He previously served
as Executive Vice President from
September 1992. Mr. Sistare served as
Executive Vice President of Holdings
from September 1992 to February 1995
when he was elected President/CEO. He
was elected Director of Holdings in
February 1993. Mr. Sistare joined Forte
Hotels International in 1983 and served
as Senior Vice President from 1989 to
1992.

IDENTIFICATION OF EXECUTIVE OFFICERS

The following is a list of executive officers of AHS not including
those officers already listed above as directors. All officers are
elected for an indefinite term, serving at the discretion of the Board
of Directors.

Positions Held
Name Age During the Past Five Years
---- --- --------------------------

Douglas M. Pasquale 40 Douglas M. Pasquale has served as
Executive Vice President since August
1992 and was appointed Chief Financial
Officer in August 1994. Mr. Pasquale
joined AHS in 1986 as Vice President of
Investor Services. Mr. Pasquale did not
serve as an officer of AHS from August
1989 to August 1992, but continued to
serve as Vice President of Holdings
during this time period. Mr. Pasquale
became a Director of Holdings in
February 1993.

There are no family relationships between any of the directors or the
executive officers of AHS. Coudert Brothers, an international law firm
of which Anthony Williams is a partner, has provided legal services for
the Partnership and affiliates since the beginning of 1989.

ITEM 11. PAYMENTS AND COMPENSATION TO GENERAL PARTNER AND AFFILIATES

As set out in the Partnership's agreement of limited partnership,
various fees are payable to AHS, as General Partner, for services
rendered to the Partnership. These fees include Partnership
administration fees equal to .25% of the appraised value of the
Properties determined as of December 31st of each year; acquisition
fees equal to 1% of the purchase price of any additional hotel property
purchased by the Partnership; mortgage or refinancing fees equal to 1%
of the loan amount; and reasonable brokerage fees with respect to the
sale of a Partnership property to a third party. Affiliates of AHS
receive property management service fees, data processing and risk
management fees pursuant to the hotel management agreements with the
Operating Partnerships. The Properties may also reimburse AHS and its
affiliates for certain costs paid by AHS and its affiliates on behalf
of the Operating Partnerships including payroll, professional fees and
certain out-of-pocket expenses. For a detailed description of amounts
paid or owed to AHS and its affiliates by the Partnership or the
Operating Partnerships for various services performed by AHS and its
affiliates during 1994, see Item 8, Financial Statements and
Supplementary Data. The McCormick Ranch property has also entered into
a license agreement with Holdings for use of the Regal name. For a
detailed description of amounts paid or owed to Holdings, see Item 8,
Financial Statements and Supplementary Data.

III-2

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) The following table sets forth information as of March 6, 1995 with
respect to persons who are known to the Partnership (based on
statements filed with the Securities and Exchange Commission pursuant
to section 13(d) or 13(g) of the Securities Act of 1934) to be the
beneficial owner of more than five percent of any class of the
Partnership's voting securities.

Name and address of Amount and nature of Percent
Title of Class beneficial owner beneficial ownership of Class

Class A Units Century City International 3,794,646 (1) 71.0%
Holdings Limited Indirect
Paliburg Plaza Ownership
68 Ye Woo Street
Hong Kong

Class A Units Regal Hotel Management, Inc. 1,825,065 (1) 34.2%
5775 DTC Boulevard Direct
Suite 300 Ownership
Englewood, Colorado 80111

Class A Units Gateway Hotel Holdings, Inc. 769,041 (1) 14.4%
5775 DTC Boulevard Direct
Suite 300 Ownership
Englewood, Colorado 80111

Class A Units AIRCOA Equity Interests, Inc. 650,000 (1) 12.2%
5775 DTC Boulevard Direct
Suite 300 Ownership
Englewood, Colorado 80111

Class A Units Richfield Holdings, Inc. 546,740 (1)(2) 10.2%
5775 DTC Boulevard Direct
Suite 300 Ownership
Englewood, Colorado 80111

Class A Units Investing Group: 276,000 (3) 5.18%
Direct Ownership
Hatfield Family Trust, UA
RR1, Box 162
Ridgeland, South Carolina 29936
(101,000 shares 1.89%)

J. Mark Grosvenor
3145 Sports Arena Boulevard
San Diego, California 92110
(79,400 shares 1.49%)

Gardner-Smith Living Trust, UA
7825 Fay Avenue, Suite 250
La Jolla, California 92037
(43,200 shares 0.81%)

Highmark International
1700 Lincoln Street, Suite 1725
Denver, Colorado 80203
(32,200 shares 0.60%)

III-3

Don W. Cockroft
P. O. Box 770577
Memphis, Tennessee 38177
(10,500 shares 0.20%)

Michael McNulty
8235 Douglas Avenue, Suite 1300
Dallas, Texas 75225
(10,000 shares 0.19%)

Class B Units Century City International 950,000 (4)(5) 100.0%
Holdings Limited Indirect
Ownership
<FN>
(1) Each of Richfield Holdings, Inc. ("Holdings"), AIRCOA Equity
Interests, Inc. ("AEI"), Regal Hotel Management, Inc. ("RHM") and
Gateway Hotel Holdings, Inc. ("Gateway") share voting and
investment power with Century City International Holdings Limited
("Century City").
(2) Holdings has direct ownership of 546,740 Class A Units, an indirect
ownership of 650,000 Class A Units through AEI, an indirect
ownership of 3,800 Class A Units through Richfield Hospitality
Services, Inc. , for a total indirect ownership of 1,200,540, which
represent 22.5% of the Class A Units.
(3) Individuals or trusts listed have jointly filed a Schedule 13-D
indicating that they are acting as a group. Ownership information
is based on Amendment No. 1 to the Schedule 13-D filed February 6,
1995.
(4) Class B Units are not tradeable securities however, they are
convertible into Class A Units under certain conditions as set
forth in the limited partnership agreement of the Partnership. No
conversion rights have been exercisable since the Partnership's
inception through the date hereof.
(5) Holdings directly owns 200,000 Class B Units. RHM directly owns
688,746 Class B Units of the Partnership. Buffalo Hotel Investors,
Ltd., an affiliate, directly owns 61,254 Class B Units.

In addition to its direct interest in the Partnership's voting
securities, Holdings indirectly owns 100% of the outstanding common
shares of AHS. In February, 1989 Novolane, B.V., a Netherlands company
("Novolane") and Kingsfield Investment B.V., a Netherlands company
("Kingsfield") together acquired 51% of the voting securities of
Holdings. Kingsfield sold the 5% interest it held in Holdings to an
unaffiliated party during 1990. Novolane currently owns 49.77% of
Holdings outstanding voting securities and 100% of the voting
securities of RHM. In December 1994, Regal International Limited
purchased 45.58% of Holdings outstanding voting securities from an
unaffiliated entity. Century City, a Bermuda company, indirectly
controls Novolane, Gateway and Regal International Limited. More than
60% of the voting stock of Century City is beneficially owned by Mr. Lo
Yuk Sui, a citizen of Hong Kong.

(b) Security Ownership of Management

As of March 6, 1995, no officers or directors of AHS have beneficial
ownership of the equity securities of the Partnership or AHS.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a) Transaction with Management and Others - See (b)

(b) Certain Business Relationships

The Partnership is provided services by, and engages in certain other
transactions with AHS, its general partner, and other affiliates. See
Item 11, Payments and Compensation to the General Partner and
Affiliates and Item 8, Financial Statements and Supplementary Data.

III-4

PART IV

Page
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K Number
------

(a) (1) Financial Statements - Included in Part II of this Report:

Independent Auditors' Report II-9

Consolidated Balance Sheets, December 31, 1994 and 1993 II-10

Consolidated Statements of Operations II-12
Years Ended December 31, 1994, 1993, and 1992

Consolidated Statements of Partners' Capital II-13
Years Ended December 31, 1994, 1993, and 1992

Consolidated Statements of Cash Flows II-14
Years Ended December 31, 1994, 1993, and 1992

Notes to Consolidated Financial Statements, December 31,
1994 and 1993 II-16

(a) (2) Financial Statement Schedules

The financial statement schedules are omitted as they are either not
required or are not applicable or the required information is included
in the financial statements or notes thereto.

(a) (3) Exhibits

3.1 Agreement of Limited Partnership of the Partnership, as amended and
restated, incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 3.1, declared effective by
the Securities and Exchange Commission on July 23, 1987.

3.3 Certificate of Limited Partnership for the Partnership, as amended,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 3.3, declared effective by the
Securities and Exchange Commission on July 23, 1987.

3.4 Agreement of Limited Partnership for the Operating Partnerships,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 3.4, declared effective by the
Securities and Exchange Commission on July 23, 1987.

3.5 Certificate of Limited Partnership for the Operating Partnerships,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 3.5, declared effective by the
Securities and Exchange Commission on July 23, 1987.

4.1 Form of Deposit Agreement, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 4.1,
declared effective by the Securities and Exchange Commission on July
23, 1987.

4.2 Form of Depositary Receipt, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 4.2,
declared effective by the Securities and Exchange Commission on July
23, 1987.

IV-1

4.3 The form of Transfer Application, incorporated herein by reference to
the Partnership's Registration Statement No. 33-13418, Exhibit 4.3,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.1 Hotel Contribution Agreement for Sheraton Buffalo, dated December 30,
1986, between the Partnership, Buffalo Inn Associates, a Colorado
general partnership, Newpart, and ABI, Ltd., a Colorado limited
partnership ("ABI"), as amended, incorporated herein by reference to
the Partnership's Registration Statement No. 33-13418, Exhibit 10.1,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.2 Assignment, Assumption and Indemnification Agreement for Sheraton
Buffalo, dated December 31, 1986, between Buffalo Inn Associates,
Newpart, ABI and the Partnership, incorporated herein by reference to
the Partnership's Registration Statement No. 33-13418, Exhibit 10.2,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.3 Assignment and Assumption Agreement between Sheraton Buffalo, dated
February 20, 1987, between the Partnership and Buffalo Operating
Partnership, L.P., a Delaware limited partnership, incorporated herein
by reference to the Partnership's Registration Statement No. 33-13418,
Exhibit 10.3, declared effective by the Securities and Exchange
Commission on July 23, 1987.

10.4 Hotel Contribution Agreement for Sheraton University Center ("Sheraton
University"), dated December 30, 1986, between the Partnership, Durham
Joint Venture, a Florida joint venture ("Durham JV"), and Newpart, as
amended, incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 10.4, declared effective
by the Securities and Exchange Commission on July 23, 1987.

10.5 Assignment, Assumption and Indemnification Agreement for Sheraton
University, dated December 31, 1986, between Durham JV and the
Partnership, incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 10.5, declared effective
by the Securities and Exchange Commission on July 23, 1987.

10.6 Assignment and Assumption Agreement for Sheraton University, dated
February 20, 1987, between the Partnership and Durham Operating
Partnership, L.P., a Delaware limited partnership, incorporated herein
by reference to the Partnership's Registration Statement No. 33-13418,
Exhibit 10.6, declared effective by the Securities and Exchange
Commission on July 23, 1987.

10.7 Hotel Contribution Agreement for Fourwinds, Aurora Inn, Clarion
McCormick, Sheraton Lakeside, dated December 30, 1986, between the
Partnership and Newpart and Amendment thereto dated effective December
30, 1986, between the same parties relating to The Pine Lake Trout Club
("Pine Lake"), as amended, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.7,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.8 Assignment, Assumption and Indemnification Agreement for Fourwinds,
dated December 31, 1986, between Newpart and the Partnership,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 10.8, declared effective by the
Securities and Exchange Commission on July 23, 1987.

10.9 Assignment and Assumption Agreement for Fourwinds, dated February 20,
1987, between the Partnership and Fourwinds Operating Partnership,
L.P., a Delaware limited partnership, incorporated herein by reference
to the Partnership's Registration Statement No. 33-13418, Exhibit 10.9,
declared effective by the Securities and Exchange Commission on July
23, 1987.

IV-2

10.10 Assignment, Assumption and Indemnification Agreement for Aurora Inn,
dated December 31, 1986, between Newpart and the Partnership,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 10.10, declared effective by the
Securities and Exchange Commission on July 23, 1987.

10.11 Assignment and Assumption Agreement for Aurora Inn, dated February 20,
1987, between the Partnership and Aurora Inn Operating Partnership,
L.P., a Delaware limited partnership, incorporated herein by reference
to the Partnership's Registration Statement No. 33-13418, Exhibit
10.11, declared effective by the Securities and Exchange Commission on
July 23, 1987.

10.12 Assignment, Assumption and Indemnification Agreement for Clarion
McCormick, dated December 31, 1986, between Newpart and the
Partnership, incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 10.12, declared effective
by the Securities and Exchange Commission on July 23, 1987.

10.13 Assignment and Assumption Agreement for Clarion McCormick, dated
February 20, 1987, between the Partnership and McCormick Ranch
Operating Partnership, L.P., a Delaware limited partnership,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 10.13, declared effective by the
Securities and Exchange Commission on July 23, 1987.

10.14 Assignment, Assumption and Indemnification Agreement for Sheraton
Lakeside, dated December 31, 1986, between Newpart and the Partnership,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 10.14, declared effective by the
Securities and Exchange commission on July 23, 1987.

10.15 Agreement for the Purchase and Sale of Partnership Interest for
Sheraton Lakeside, dated as of January 1, 1987, between Lakeside Inns
Limited, a British Virgin Islands corporation, and Newpart; as amended,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 10.15, declared effective by the
Securities and Exchange Commission on July 23, 1987.

10.16 Partnership Interest Purchase Agreement and Consent and Waiver for
Sheraton Lakeside, dated December 30, 1986, between Newpart and the
Orlando S.L. Ltd., an Ohio limited partnership, incorporated herein by
reference to the Partnership's Registration Statement No. 33-13418,
Exhibit 10.16, declared effective by the Securities and Exchange
Commission on July 23, 1987.

10.17 Confirmatory Assignment of Agreement for the Purchase and Sale of
Partnership Interest for Sheraton Lakeside, dated as of February 20,
1987, between Newpart and the Partnership, incorporated herein by
reference to the Partnership's Registration Statement No. 33-13418,
Exhibit 10.17, declared effective by the Securities and Exchange
Commission on July 23, 1987.

10.18 Assignment for Sheraton Lakeside, dated February 20, 1987, by Orlando
Lakeside Associates Limited, a Florida limited partnership, to the
Partnership, incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 10.18, declared effective
by the Securities and Exchange Commission on July 23, 1987.

10.19 Assignment and Assumption Agreement for Sheraton Lakeside, dated
February 20, 1987, between the Partnership and Lakeside Operating
Partnership, L.P., a Delaware limited partnership, incorporated herein
by reference to the Partnership's Registration Statement No. 33-13418,
Exhibit 10.19, declared effective by the Securities and Exchange
Commission on July 23, 1987.

10.20 Assignment, Assumption and Indemnification Agreement for Pine Lake,
executed on January 31, 1987, to be effective as of December 31, 1986,
between Newpart and the Partnership, incorporated herein by reference
to the Partnership's Registration Statement No. 33-13418, Exhibit
10.20, declared effective by the Securities and Exchange Commission on
July 23, 1987.

IV-3

10.21 Assignment and Assumption Agreement for Pine Lake, dated February 20,
1987, between the Partnership and Aurora Inn Operating Partnership,
L.P., incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 10.21, declared effective
by the Securities and Exchange Commission on July 23, 1987.

10.22 Option to Purchase, dated as of February 20, 1987, between the
Partnership and Newpart, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.22a,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.22a Lease, dated as of February 20, 1987, between the Partnership and MHM,
Inc., a Delaware corporation d/b/a Motor Hotel Management, Inc.,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 10.22b, declared effective by the
Securities and Exchange Commission on July 23, 1987.

10.22b Agency Agreement, dated as of February 20, 1987, between the
Partnership and MHM, Inc., incorporated herein by reference to Exhibit
10.22b filed with the Registrant's annual report on Form 10-K filed
with the Commission on March 31, 1989.

10.23 Form of Management Agreement between the Partnership and the General
Partner, as assigned to the Operating Partnerships, incorporated herein
by reference to the Partnership's Registration Statement No. 33-13418,
Exhibit 10.26, declared effective by the Securities and Exchange
Commission on July 23, 1987.

10.23a Assignment and Assumption of Management Agreement for Aurora Inn
Operating Partnership, L.P. to Richfield Hotel Management, Inc. dated
November 5, 1993, incorporated herein by reference to Exhibit 10.23a
filed with the Registrant's Annual Report on Form 10-K filed with the
commission on April 8, 1994.

10.23b Assignment and Assumption of Management Agreement for Buffalo Operating
Partnership, L.P. to Richfield Hotel Management, Inc. dated November 5,
1993, incorporated herein by reference to Exhibit 10.23b filed with the
Registrant's Annual Report on Form 10-K filed with the commission on
April 8, 1994.

10.23c Assignment and Assumption of Management Agreement for Durham Operating
Partnership, L.P. to Richfield Hotel Management, Inc. dated November 5,
1993, incorporated herein by reference to Exhibit 10.23c filed with the
Registrant's Annual Report on Form 10-K filed with the commission on
April 8, 1994.

10.23d Assignment and Assumption of Management Agreement for Fourwinds
Operating Partnership, L.P. to Richfield Hotel Management, Inc. dated
November 5, 1993, incorporated herein by reference to Exhibit 10.23d
filed with the Registrant's Annual Report on Form 10-K filed with the
commission on April 8, 1994.

10.23e Assignment and Assumption of Management Agreement for Lakeside
Operating Partnership, L.P. to Richfield Hotel Management, Inc. dated
November 5, 1993, incorporated herein by reference to Exhibit 10.23e
filed with the Registrant's Annual Report on Form 10-K filed with the
commission on April 8, 1994.

10.23f Assignment and Assumption of Management Agreement for McCormick Ranch
Operating Partnership, L.P. to Richfield Hotel Management, Inc. dated
November 5, 1993, incorporated herein by reference to Exhibit 10.23f
filed with the Registrant's Annual Report on Form 10-K filed with the
commission on April 8, 1994.

IV-4

10.24 Clarion License Agreement between the Clarion Hotel Corporation, a
Colorado corporation, and the Partnership, as assigned to the Clarion
Operating Partnerships, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.27,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.24a Assignment and Consent to Assignment dated as of February 28, 1987,
between The Clarion Hotel Corporation, a Colorado corporation, the
Partnership, and Clarion Hotels and Resorts, a Maryland joint venture,
assigning the Clarion License Agreement previously filed as Exhibit
10.27, incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 10.27a, declared effective
by the Securities and Exchange Commission on July 23, 1987.

10.24b Amendment between Clarion Hotels and Resorts, a Maryland joint venture
and Fourwinds Operating Partnership L.P., a Delaware limited
partnership dated August 3, 1989 amending certain provisions of the
License Agreement incorporated herein by reference to Exhibit 10.24b
filed with the Registrant's Annual Report on Form 10-K filed with the
Commission on March 31, 1990.

10.25 Sheraton Lakeside License Agreement dated May 14, 1992, incorporated
herein by reference to Exhibit 10.25 filed with the Registrant's Annual
Report on Form 10-K filed with the commission on April 8, 1994.

10.25a Sheraton Lakeside Amendment of License Agreement and License Fee
Deferral Agreement dated November 5, 1993, incorporated herein by
reference to Exhibit 10.25a filed with the Registrant's Annual Report
on Form 10-K filed with the commission on April 8, 1994.

10.25b Sheraton Buffalo License Agreement dated November 2, 1991, incorporated
herein by reference to Exhibit 10.25b filed with the Registrant's
Annual Report on Form 10-K filed with the commission on April 8, 1994.

10.25c Sheraton Buffalo Amendment of License Agreement and License Fee
Deferral Agreement dated November 5, 1993, incorporated herein by
reference to Exhibit 10.25c filed with the Registrant's Annual Report
on Form 10-K filed with the commission on April 8, 1994.

10.25d Sheraton University License Agreement, incorporated herein by reference
to the Partnership's Registration Statement No. 33-13418, Exhibit
10.28c, declared effective by the Securities and Exchange Commission on
July 23, 1987.

10.25e Regal McCormick License Agreement dated December 16, 1991, incorporated
herein by reference to Exhibit 10.25c filed with the Registrant's
Annual Report on Form 10-K filed with the Commission on April 14, 1992.

10.29 Loan Agreement, dated February 20, 1987, between Bankers Trust Company,
a New York banking corporation ("Bankers"), Cassa D. Risparmio Di
Torino, New York Branch, a federally licensed branch of a Republic of
Italy bank ("Cassa"), as Lenders, Bankers, as Agent, and the
Partnership, as Borrower, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.29,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.29a First Amendment dated July 21, 1987, between the Partnership, as
Borrower, Bankers and Cassa, as Lenders, and the Operating Partnerships
named therein, amending certain provisions of the Loan Agreement
previously filed as Exhibit 10.29, incorporated herein by reference to
the Partnership's Registration Statement No. 33-13418, Exhibit 10.29a,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.29b Second Amendment between the Partnership, Bankers and Cassa amending
certain provisions of the Loan Agreement, incorporated herein by
reference to Exhibit 10.29b filed with the Registrant's Annual Report
on Form 10-K filed with the Commission on March 29, 1988.

IV-5

10.29c Third Amendment between the Partnership, Bankers and Cassa amending
certain provisions of the Loan Agreement incorporated herein by
reference to Exhibit 10.29b filed with the Registrant's Annual Report
on Form 10-K filed with the Commission on March 31, 1989.

10.29d Fourth Amendment dated September 22, 1989, between the Partnership,
Bankers and Cassa amending certain provisions of the Loan Agreement
incorporated herein by reference to Exhibit 10.24b filed with the
Registrant's Annual Report on Form 10-K filed with the Commission on
March 31, 1990.

10.29e Fifth Amendment dated January 31, 1992, between the Partnership,
Bankers and Cassa amending certain provisions of the Loan Agreement,
incorporated herein by reference to Exhibit 10.25c filed with the
Registrant's Annual Report on Form 10-K filed with the Commission on
April 14, 1992.

10.29f Sixth Amendment dated July 31, 1993, between the Partnership, Bankers
and Cassa amending certain provisions of the Loan Agreement,
incorporated herein by reference to Exhibit 10.29f filed with the
Registrant's Annual Report on Form 10-K filed with the commission on
April 8, 1994.

10.29g Seventh Amendment dated July 30, 1994, between the Partnership, Bankers
and Cassa amending certain provisions of the Loan Agreement. (1)

10.30 Additional Mortgage Loan Documents, incorporated herein by reference to
the Partnership's Registration Statement No. 33-13418, Exhibit 10.30,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.30a Promissory Note, dated February 20, 1987, by the Partnership as Maker,
to Bankers as Payee, in the principal amount of $90,000,000
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 10.30A, declared effective by the
Securities and Exchange Commission on July 23, 1987.

10.30b Security Agreement, dated February 20, 1987, between the Partnership
and Bankers, incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 10.30B, declared effective
by the Securities and Exchange Commission on July 23, 1987.

10.30c Mortgages, Deeds of Trust and Security Agreements for the Properties,
each dated February 20, 1987, from the Partnership to or for the
benefit of Bankers, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.30C,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.30d Collateral Assignments of Leases, Rents and Other Income from the
Properties, each dated February 20, 1987, by the Partnership, as
Borrower, to Bankers, as agent for itself and other lenders and as
Lender, incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 10.30D, declared effective
by the Securities and Exchange Commission on July 23, 1987.

10.31 Amended and Restated Loan Agreement between the Partnership and
National City Bank, Indiana ("National City"), dated December 31, 1992,
for $2,990,000 incorporated herein by reference to Exhibit 10.31 filed
with the Registrant's Annual Report on Form 10-K filed with the
Commission on April 15, 1993.

10.31a Waiver and First Amendment to Amended and Restated Loan Agreement
between the Partnership and National City dated November 9, 1993,
incorporated herein by reference to Exhibit 10.31a filed with the
Registrant's Annual Report on Form 10-K filed with the commission on
April 8, 1994.

10.31b Second Amendment to Amended and Restated Loan Agreement dated July 30,
1994. (1)

IV-6

10.31c Renewal Promissory Note dated December 31, 1992, by AHP as Maker, to
National City as Payee, in the principal amount of $2,990,000
incorporated herein by reference to Exhibit 10.31a filed with the
Registrant's Annual Report on Form 10-K filed with the Commission on
April 15, 1993.

10.31d Second renewal Promissory Note dated July 30, 1994, by AHP as Maker, to
National City as Payee, in principal amount of $2,065,000. (1)

10.32 Fourwinds Ground Lease, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.36a,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.32a Clarion McCormick Ground Lease, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.36b,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.32b Sheraton Buffalo Ground Lease, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.36d,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.34c Amendment No. 4 to Sheraton Buffalo Ground Lease dated June 28, 1988
incorporated herein by reference to Exhibit 10.34d filed with the
Registrant's Annual Report on Form 10-K filed with the Commission on
March 31, 1989.

10.34d Fourwinds Amended and Restated Indenture of Ground Lease dated May 20,
1991, incorporated herein by reference to Exhibit 10.25c filed with the
Registrant's Annual Report on Form 10-K filed with the Commission on
April 14, 1992.

10.33 Other material contracts, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.37,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.34 Management Contract for Clarion McCormick, dated as of October 23,
1982, between ARI, Inc., an Ohio corporation and the Board of Directors
of the Council of Co-owners of the Shores, as amended, incorporated
herein by reference to the Partnership's Registration Statement No. 33-
13418, Exhibit 10.37h, declared effective by the Securities and
Exchange Commission on July 23, 1987.

10.35 Letter Agreement for Aurora Inn, dated December 23, 1986, between
Aurora Inn Co., an Ohio limited partnership and Aurora Inn Operating
Partnership, L.P., incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 10.37l,
declared effective by the Securities and Exchange Commission on July
23, 1987.

10.35a Sublease and License Agreement for Sheraton Buffalo, dated as of
December 31, 1986 between the Partnership, Buffalo Inn Associates, a
Colorado general partnership ("BIA"), and AEI, incorporated herein by
reference to the Partnership's Registration Statement No. 33-13418,
Exhibit 10.37m, declared effective by the Securities and Exchange
Commission on January 23, 1987.

10.35b Sublease and License Agreement for Sheraton Buffalo, dated February 20,
1987, between Buffalo Operating Partnership, L.P., BIA and AEI,
incorporated herein by reference to the Partnership's Registration
Statement No. 33-13418, Exhibit 10.37n, declared effective by the
Securities and Exchange Commission on July 23, 1987.

10.36 Promissory Note, dated January 25, 1990, by AHP, as Maker, to RAC as
Payee, in the principal amount of $550,000 incorporated herein by
reference to Exhibit 10.40 filed with the Registrant's Annual Report on
Form 10-K filed with the Commission on April 26, 1991.

IV-7

10.37 Subscription Agreement dated November 19, 1990 incorporated herein by
reference to Exhibit 10.41 filed with the Registrant's Annual Report on
Form 10-K filed with the Commission on April 26, 1991.

10.38 Subscription Agreement dated December 11, 1992 incorporated herein by
reference to Exhibit 10.38 filed with the Registrant's Annual Report on
Form 10-K filed with the Commission on April 15, 1993.

10.39 Commitment Letter dated April 3, 1995 from The Hongkong and Shanghai
Banking Corporation Limited for first mortgage loan and revolving
credit line for AHP. (1)

22. The Partnership holds a 99% limited partner interest in each of the
following Delaware limited partnerships: Aurora Inn Operating
Partnership, L.P.; Buffalo Operating Limited Partnership, L.P.; Durham
Operating Partnership, L.P.; Fourwinds Operating Partnership, L.P.;
Lakeside Operating Partnership, L.P.; and McCormick Ranch Operating
Partnership, L.P.

27. Financial Data Schedule (1)

28.1 Certificate of Incorporation of AIRCOA Hospitality Services, Inc.
(formerly Associated Inns & Restaurants Company of America), as
amended, incorporated herein by reference to the Partnership's
Registration Statement No. 33-13418, Exhibit 28.1, declared effective
by the Securities and Exchange Commission on July 23, 1987.

28.2 By-laws of AIRCOA Hospitality Services, Inc. (formerly Associated Inns
& Restaurants Company of America), as amended, incorporated herein by
reference to the Partnership's Registration Statement No. 33-13418,
Exhibit 28.2, declared effective by the Securities and Exchange
Commission on July 23, 1987.

28.3 Appraisal of Fourwinds, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 28.3,
declared effective by the Securities and Exchange Commission on July
23, 1987.

28.4 Appraisal of Sheraton University, incorporated herein by reference to
the Partnership's Registration Statement No. 33-13418, Exhibit 28.4,
declared effective by the Securities and Exchange Commission on July
23, 1987.

28.6 Appraisal of Sheraton Lakeside, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 28.6,
declared effective by the Securities and Exchange Commission on July
23, 1987.

28.7 Appraisal for Sheraton Buffalo, incorporated herein by reference to the
Partnership's Registration Statement No. 33-13418, Exhibit 28.7,
declared effective by the Securities and Exchange Commission on July
23, 1987.

(1) Filed herewith

IV-8

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By: AIRCOA HOTEL PARTNERS, L.P.
a Delaware limited partnership

By: AIRCOA HOSPITALITY SERVICES, INC.
its General Partner

By: /s/ Paul J. Sistare
--------------------------------------------
Paul J. Sistare Chief Executive Officer,
President and Director
Dated: April 13, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.

Signature Title Date
- ---------------------- --------------------- --------------

/s/ Paul J. Sistare
- -----------------------
Paul J. Sistare Chief Executive Officer, April 13, 1995
President and Director
(Principal Executive Officer)
of AIRCOA Hospitality Services, Inc.

/s/ Douglas M. Pasquale
- -----------------------
Douglas M. Pasquale Executive Vice President April 13, 1995
and Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)
of AIRCOA Hospitality Services, Inc.

/s/ Carol K. Werner
- -----------------------
Carol K. Werner Director April 13, 1995
of AIRCOA Hospitality Services, Inc.

/s/ Anthony Williams
- -----------------------
Anthony Williams Director April 13, 1995
of AIRCOA Hospitality Services, Inc.

IV-9