AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1997
REGISTRATION NO. 33
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

HUDSON HOTELS CORPORATION

(Exact name of registrant as specified in its charter)
------------------------------

NEW YORK 16-1312167
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)

E. ANTHONY WILSON, PRESIDENT
HUDSON HOTELS CORPORATION
ONE AIRPORT WAY, SUITE 200
ROCHESTER, NY 14624
(716) 436-6000
(Address, including zip code, and telephone number, including area code, of
registrant's
principal executive offices and name, address and telephone number of agent for
service)

------------------------------

COPIES TO:

ALAN S. LOCKWOOD, ESQ.
BOYLAN, BROWN, CODE, FOWLER,
VIGDOR & WILSON, L.L.P.
2400 CHASE SQUARE
ROCHESTER, NEW YORK 14604
(716) 232-5300
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement
------------------------

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
------------------------

If any of the securities being registered on this Form are to offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ______________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

CALCULATION OF REGISTRATION FEE

PROPOSED
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM MAXIMUM
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING
REGISTERED REGISTERED PER UNIT(1) PRICE

Common Stock, par value $.001 per share........................... 1,540,760 $5.125 $7,896,395.00
Common Stock, par value $.001 per share, representing stock
issuable upon conversion of debentures.......................... 1,000,000(2) $5.125 $5,125,000

TITLE OF EACH CLASS AMOUNT OF
OF SECURITIES TO BE REGISTRATION
REGISTERED FEE

Common Stock, par value $.001 per share........................... $2,392.85
Common Stock, par value $.001 per share, representing stock
issuable upon conversion of debentures.......................... 1,553.03

(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c), on the basis of the average high and low prices of the
Registrant Common Stock as reported on the Nasdaq Small Cap issues on
February 26, 1997.

(2) The number of shares of Common Stock specified above is the number which may
be acquired upon exercise of certain of the Company's warrants described in
the Prospectus forming a part of this Registration Statement (the
"Warrants"). This Registration Statement covers, pursuant to Rule 416, in
addition, such indeterminable number of shares of Common Stock as may be
issued on exercise of the Warrants by reason of adjustments in the number of
shares of Common Stock issuable pursuant to antidilution provisions
contained in the Warrants. Since such additional Common Stock will, if
issued, be issued for no additional consideration, no registration fee is
required.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PROSPECTUS

HUDSON HOTELS CORPORATION

1,540,760 SHARES OF COMMON STOCK
1,000,000 SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF DEBENTURES

There are hereby offered 1,540,760 shares of common stock, $.001 par value
per share ("Common Stock") of Hudson Hotels Corporation. (formerly known as
Microtel Franchise and Development Corporation) (the "Company") and 1,000,000
shares of Common Stock issuable upon conversion of certain outstanding
debentures of the Company. The Common Stock is sometimes hereinafter
collectively referred to as the "Securities."

All of the 2,540,760 shares of Common Stock are being offered by selling
shareholders (the "Selling Shareholders"). See "SELLING SHAREHOLDERS" . The
Company will not receive any of the proceeds from the sale of the shares being
offered by the Selling Shareholders. Such sales may be made in any one or more
transactions (which may involve block transactions) in the over-the-counter
market, on NASDAQ, and any exchange on which the Common Shares may then be
listed, or otherwise in negotiated transactions or a combination of such methods
of sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling Shareholders
may effect such transactions by selling Shares to or through broker-dealers, and
such broker-dealers may sell the shares as agent or may purchase such Shares as
principal and resell them for their own account pursuant to this Prospectus. Any
such participating broker-dealers may be deemed to be "underwriters" under the
Securities Act. Such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or purchasers of Shares from whom they may act as agent (which compensation
may be in excess of customary commission).

------------------------

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS AT PAGE
5."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

The date of this Prospectus is February 27, 1997

AVAILABLE INFORMATION

The Company is a reporting company under the Securities Exchange Act of
1934. The reports and other information filed by the Company may be inspected
and copied at the public reference facilities of the Securities Exchange
Commission in Washington, D.C., and copies of such material can be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. The Commission also maintains a Web site that contains
reports, proxy and information statements and other information regarding
issuers (including the Company) that file electronically with the Commission.
The address of the Commission's Web site is http://www.sec.gov.

The Company's common stock is listed on the NASDAQ Small Cap Market; reports
and other information concerning the Company can be inspected at the offices of
NASD, 1735 K Street, N.W., Washington, D.C.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by the Company are
incorporated as of their respective dates in the Prospectus by reference:

(a) The Company's Form 10-KSB for the fiscal year end December 31, 1995,
filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended ("Exchange Act");

(b) All other reports, if any, filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year ended
December 31, 1995; including

(i) The Company's Form 10-QSB for the period ended March 31, 1996;

(ii) The Company's Form 10-QSB for the period ended June 30, 1996;

(iii) The Company's Form 10-QSB for the period ended September 30,
1996;

(iv) The Company's Form 8-K, dated August 28; 1996 and filed
September 13, 1996, and form 8-K/A relating thereto filed November 12,
1996;

(v) The Company's Form 8-K, dated November 27, 1996 and filed
December 12, 1996, and Form 8-K/A relating thereto filed February 4,
1997;

(vi) The Company's Notice of Annual Meeting, Proxy Statement and
Form of Proxy dated April 15, 1996.

(c) The description of the Company's Common Stock contained in the
Registration Statement on Form S-18 filed with the Commission and declared
effective on April 7, 1989, under Section 8 of the Securities Act, including
any amendment or description filed for the purpose of updating such
description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the shares offered hereby, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.

The Company will provide without charge to each person, including any
beneficial owner, to whom as copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all documents
incorporated herein by reference (not including the exhibits to such documents
unless such exhibits are incorporated by reference in such documents). Requests
for such copies should be directed to Taras M. Kolcio, Chief Financial Officer,
Hudson Hotels Corporation, One Airport Way, Suite 200, Rochester, NY 14624,
(716) 436-6000.

THE COMPANY

Hudson Hotels Corporation (the "Company") was organized as Microtel
Franchise and Development Corporation to develop and franchise a national chain
of economy limited service lodging facilities ("Microtels"), using the service
mark "MICROTEL", which offers downsized rooms with higher quality furnishings at
rates below those available at competing national lodging chains. The Company
was incorporated in New York State on June 5, 1987.

On October 5, 1995, the Company signed an exclusive Joint Venture Agreement
with US Franchise Systems, Inc., in which US Franchise Systems, Inc. purchased
worldwide franchising and administration for the Microtel franchise chain. As a
result of the Joint Venture Agreement, the Company has focused its efforts on
developing, building and managing various hotel products, including Microtels,
which has been the Company's strength since acquiring Hudson Hotels Corp. in
1992. During 1996, the Company embarked upon a significant expansion and
development program, as described in "Recent Developments" below.

The address and telephone number of the Company's principal executive
offices are One Airport Way, Suite 200, Rochester, NY 14624, (716) 436-6000.

RECENT DEVELOPMENTS

On July 10, 1996, the Company sold a $7.5 million convertible subordinated
debenture (the "Subordinated Debenture") to Oppenheimer Bond Fund For Growth.
The Debenture bears interest at 7.5% per annum, matures July 1, 2001, is
subordinate in right of payment to senior indebtedness of the Company, and is
convertible into common shares of the Company at the rate of 1 share for each
$7.50 converted. The conversion price is subject to reset on December 31, 1998
based upon 125% of the average volume-weighted price over the prior 30 days, or
such number of days (if greater) resulting in 150,000 shares of trading volume.
The maximum (reset) conversion price is $7.50 and the minimum is $4.50. At the
holder's option, at any time at or before maturity, the Subordinated Debenture
or any part thereof, may be converted to common shares as stated above. The
Company has agreed to register with the SEC sale of the 1,000,000 shares
issuable upon conversion in full of the Subordinated Debenture.

The Company, directly or through its various subsidiaries, is and has been
the owner of varying equity interests in a number of general and limited
partnerships that own hotel real estate. In each case, the remaining partnership
interests were owned by a small group of investors, some of whom are affiliates
of the Company, most of whom are investors in more than one such property, and
all of whom the Company believes to be sophisticated investors.

On July 16, 1996, the Company offered to acquire from the investors in five
of those hotel partnerships (the "Hudson Group Portfolio") their partnership
interests, in exchange for common stock in the Company. The terms of the offer
were negotiated in part with certain key partners in the partnerships. No
partner was required to accept the exchange; however, as of August 28, 1996, the
Company had received responses from all of the partners of the various
partnerships accepting the offer, and the Company declared the exchange to be
closed. Pursuant to the Transfer Agreement, the exchange was deemed to be
effective as of July 31, 1996.

The Company determined the valuation of each partnership by applying an
11.5% capitalization rate to the average of the last three year's cash flow of
each property (less an asset replacement reserve), then subtracting the
outstanding principal balance of the mortgage or mortgages on the property. Each
partner's value was determined by multiplying the resulting property value by
his or her percentage interest in the partnership. The Company did not obtain
new appraisals or fairness opinions.

The Company shares to be exchanged therefor were valued at the average
closing price for the five trading days prior to the effective date of the
exchange, i.e., July 31, 1996. The share value was determined by that method to
be $6.325. A total of 1,170,103 shares was exchanged for the partnership
interests

acquired. The Company utilized 657,292 treasury shares and 512,811 newly issued
shares to satisfy its obligations. The Company has agreed to register the shares
so exchanged for sale pursuant to the Securities Act of 1933. In addition to the
shares thus exchanged, the Company has agreed to indemnify each exchanging
partner for his or her continuing liability upon guarantees of the outstanding
mortgages on each property. In connection with the purchase of twelve additional
properties described below, the Company refinanced the outstanding mortgages on
all five properties with Nomura Asset Capital Corporation. The total mortgage
obligation (secured by sixteen properties) is $56,000,000 (the "Mortgage Debt").
The Company's obligation of indemnity has been eliminated by this subsequent
refinance of all five properties and accompanying release of the partners'
guarantees.

As stated above, the Company owned varying percentage interests in each of
the partnerships acquired; for each partnership except Brookwood Hotel
Properties, a subsidiary of the Company was the sole general partner of the
limited partnership prior to the exchange. In addition, the Company managed each
of the properties owned by the partnerships. Following the acquisitions the
Company will own 100% of the ownership interest in each property and will
continue to operate and manage each property as a hotel.

On November 27, 1996, the Company acquired 12 hotel properties, consisting
of 8 Fairfield Inns by Marriott-Registered Trademark- and 4 Cricket
Inns-Registered Trademark-, (the "SB Motel Portfolio") from SB Motel Corp., an
indirect wholly-owned subsidiary of Salomon Inc and the subsidiaries of SB Motel
Corp. which had been formed to hold each such hotel, pursuant to an Agreement of
Purchase and Sale dated September 27, 1996 among the Company and its subsidiary,
Hudson Hotels Properties Corp. as Purchaser and SB Motel Albany Corp., SB Motel
Charleston Corp., SB Motel Richmond Corp., SB Motel Durham-Research Triangle
Park Corp., SB Motel Cary Corp., SB Motel Statesville Corp., SB Motel Wilmington
Corp., SB Motel Columbia Corp., SB Motel Virginia Beach Corp., SB Motel
Durham-Duke Corp., SB Motel Raleigh Corp., and SB Motel Charlotte I-85 Corp.
(the subsidiaries of SB Motel Corp. which held each property ) (the "Sellers").
The Company acquired eleven of the properties into its newly-formed subsidiary,
HH Properties--I, Inc., and the twelfth, the Virginia Beach Cricket Inn, into
its newly formed subsidiary, HH Properties--VB, Inc.

The purchase price for the properties was $60,400,000, determined by
arms-length negotiation with the Sellers, after analysis and valuation by the
Company based upon historic and projected operating results of the properties.
As part of its pre-closing due diligence, the Company obtained independent
valuations of the twelve properties from HVS Valuation Services which supported
the negotiated purchase price. The purchase price was paid by issuing 370,657
shares of Company common stock, valued at $2,400,000, by issuing the Company's
subordinated promissory note in the amount of $2,900,000 (maturing November 27,
1997) to the Sellers, by deducting $100,000 of prorations due the Company at
Closing, and by paying the balance of $55,000,000 in cash. The cash portion of
the purchase price was obtained a) by placing a $37,470,000 mortgage issued by
Nomura Asset Capital Corporation, on the properties purchased by HH Properties
- -I, Inc. (such mortgage being a portion of the total $56,000,000 mortgage
referenced above), b) by the Company securing $17,000,000 of mezzanine financing
(the "Senior Debt") from Nomura Asset Capital Corporation, and c) by the Company
utilizing $530,000 of its available capital.

There were no material relationships between the Company and the Seller
prior to the consummation of the acquisition. As a result of the acquisition, SB
Motel Corp. became a greater than 5% shareholder in the Company, and John P.
Buza, an officer of the Seller, became a director of the Company.

In addition to the consideration stated above, the Company has agreed to
register the 370,657 shares issued to SB Motel Corp. for sale to the public
within 180 days following closing, and the Company has granted to Salomon
Brothers Inc a right of first refusal to undertake equity offerings on behalf of
the Company.

RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING RISK
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND ITS
BUSINESS BEFORE PURCHASING THE SHARES OFFERED HEREBY.

SUBSTANTIAL LEVERAGE. The Company incurred substantial indebtedness in
connection with the acquisition and refinance of the Hudson Group Portfolio, the
acquisition of the SB Motel Portfolio, and the issuance of the Subordinated
Debenture: (i) $17 million in Senior Debt, (ii) $56 million in Mortgage Debt;
and (iii) $7.5 million in the Subordinated Debenture. See "The Company--Recent
Developments." After giving pro forma effect to the SB Motel Portfolio
acquisition, at September 30, 1996, the Company's long-term indebtedness would
have been $83,365,000 and the Company would have had a shareholders' equity of
$13,600,000. The degree to which the Company is leveraged could have important
consequences to the holders of the Shares, including the following: (i) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or general corporate purposes may be
impaired; (ii) a substantial portion of the Company's cash flow from operations
must be dedicated to the payment of interest on the indebtedness, thereby
reducing the funds available to the Company for other purposes; (iii) the
agreements governing the Company's long-term indebtedness contain certain
restrictive financial and operating covenants; (iv) the Senior Debt is at
variable rates of interest, which would cause the Company to be vulnerable to
increases in interest rates; (v) all of the indebtedness outstanding under the
Senior Debt is secured by substantially all the assets of the Company; (vi) the
Company is substantially more leveraged than certain of its competitors, which
might place the Company at a competitive disadvantage; (vii) the Company may be
hindered in its ability to adjust rapidly to changing market conditions; and
(viii) the Company's substantial degree of leverage could make it more
vulnerable in the event of a downturn in general economic conditions or its
business.

DEBT SERVICE; NO LIMITATION ON FUTURE DEBT. As a result of the indebtedness
incurred in connection with the acquisition, a substantial portion of the
Company's cash flow will be devoted to debt service. The ability of the Company
to continue making payments of principal and interest will be largely dependent
upon its future performance. Many factors, some of which will be beyond the
Company's control, such as prevailing economic conditions, will affect its
performance. There can be no assurance that the Company will be able to generate
sufficient cash flow to cover required interest and principal payments. If the
Company is unable to meet interest and principal payments in the future, it may,
depending upon the circumstances which then exist, seek additional equity or
debt financing, attempt to refinance its existing indebtedness or sell all or
part of its business or assets to raise funds to repay its indebtedness. There
can be no assurance that sufficient equity or debt financing will be available,
or, if available, that it will be on terms acceptable to the Company, that the
Company will be able to refinance its existing indebtedness or that sufficient
funds could be raised through asset sales. In addition, the ability of the
Company to raise funds by selling assets is restricted by the Senior Debt.

Neither the Company's Certificate of Incorporation nor its By-laws limit the
amount of indebtedness that the Company may incur. Subject to limitations in its
debt instruments, including those expected to be included in the Senior Debt and
the Nomura mortgage, the Company expects to incur additional debt in the future
to finance acquisitions and development. The Company's continuing substantial
indebtedness could increase its vulnerability to general economic and lodging
industry conditions (including increases in interest rates) and could impair the
Company's ability to obtain additional financing in the future and to take
advantage of significant business opportunities that may arise. The Company's
indebtedness is, and will likely continue to be, secured by mortgages on its
hotel properties, a general security interest in the Company's other assets, and
by the equity of certain subsidiaries of the Company. There can be no assurances
that the Company will be able to meet its debt service obligations; to the
extent that it cannot, the Company risks the loss of some or all of its assets
to foreclosure. Adverse economic conditions could cause the terms on which
borrowings become available to be unfavorable. In such circumstances, if the
Company is in need of capital to repay indebtedness in accordance with its terms
or otherwise, it could be

required to liquidate one or more investments in hotels at times which may not
permit realization of the maximum return on such investments.

MANAGEMENT OF GROWTH. The Company is experiencing a period of rapid growth
that could place a significant strain on its resources. A component of the
Company's business strategy is to complement internal growth with strategic
acquisitions. To successfully implement its acquisition strategy, the Company
must be able to continue to successfully integrate new hotels into its existing
operations. The consolidation of functions and integration of departments,
systems and procedures of the new hotels with the Company's existing operations
presents a significant management challenge, and the failure to integrate new
hotels into the Company's management and operating structures could have a
material adverse effect on the results of operations and financial condition of
the Company. There can be no assurance that the Company will be able to operate
acquired properties profitably. The Company's ability to manage its growth and
integrate its newly-acquired properties will require it to continue to improve
its operations and its financial and management information systems, and to
motivate and effectively manage its employees. If the Company's management is
unable to manage such growth effectively, the quality of the Company's services,
its ability to identify, hire and retain key personnel and its results of
operations could be materially adversely affected.

OPERATING RISKS. The Company's business is subject to all of the operating
risk inherent in the lodging industry. These risks include the following:
changes in general and local economic conditions; cyclical overbuilding in the
lodging industry; varying levels of demand for rooms and related services;
competition from other hotels, motels and recreational properties; changes in
travel patterns; the recurring need for renovations, refurbishment and
improvements of hotel properties; changes in governmental regulations that
influence or determine wages, prices and construction and maintenance costs; and
changes in interest rates and the availability of credit. Demographic,
geographic or other changes in one or more of the Company's markets could impact
the convenience or desirability of the sites of certain hotels, which would in
turn affect the operations of those hotels. In addition, due to the level of
fixed costs required to operate full-service hotels, certain significant
expenditures necessary for the operation of hotels generally cannot be reduced
when circumstances cause a reduction in revenue.

COMPETITION IN THE LODGING INDUSTRY. The lodging industry is highly
competitive. There is no single competitor or small number of competitors of the
Company that are dominant in the industry. The Company's hotel properties
operate in areas that contain numerous competitors, many of which have
substantially greater resources than the Company. Competition in the lodging
industry is based generally on location, room rates and range and quality of
services and guest amenities offered. In theory, the Company's properties
compete against all hotel products in any given market for patron market share.
In practice, the hotel industry is highly segmented, ranging from luxury
destination resorts to small "mom and pop" properties. The Company's properties
compete directly against other national and regional chains of hotels in each
geographical market in which the Company hotels are located. New or existing
competitors could significantly lower rates or offer greater conveniences,
services or amenities or significantly expand, improve or introduce new
facilities in market in which the Hotels compete, thereby adversely affecting
the Company's operations. The Company also competes with other regional and
national hotel companies for development and management contracts.

SEASONABILITY. The lodging industry is seasonal in nature: Generally, hotel
revenues are greater in the second and third quarters than in the first and
fourth quarters. This seasonality can be expected to cause quarterly
fluctuations in the revenues of the Company. Quarterly earnings also may be
adversely affected by events beyond the Company's control, such as extreme
weather conditions, economic factors and other considerations affecting travel.

FRANCHISE AGREEMENTS. Upon completion of the Offering, all but two of the
Company's hotel properties will be operated pursuant to existing franchise or
license agreements (the "Franchise Agreements"). The Franchise Agreements
generally contain specific standards for, and restrictions and limitations on,
the operation and maintenance of a hotel in order to maintain uniformity within
the franchisor system. Those limitations may conflict with the Company's
philosophy of creating specific business plans tailored to each Company's hotel
properties and to each market. Such standards are often subject to change over
time, in some cases at the discretion of the franchisor, and may restrict a
franchisee's ability to make improvements or modifications to a hotel without
the consent of the franchisor. In addition, compliance with such standards could
require a franchisee to incur significant expenses or capital expenditures. The
Franchise Agreements covering the hotels expire or terminate, without specified
renewal rights, at various times and have differing remaining terms. As a
condition of renewal, the Franchise Agreements frequently contemplate a renewal
application process, which may require substantial capital improvements to be
made to the hotel.

RISKS ASSOCIATED WITH OWNING REAL ESTATE. The Company currently owns 17
hotels and anticipates that it will develop or acquire additional hotel
properties. Accordingly, the Company will be subject to various degrees of risk
generally incident to the ownership of real estate. These risks include, among
other things, changes in national, regional and local economic conditions,
changes in local real estate market conditions, changes in interest rates and in
the availability, cost and terms of financing, the potential for uninsured
casualty and other losses, the impact of present or future environmental
legislation and adverse changes in zoning laws and other regulations. Many of
these risks are beyond the control of the Company. In addition, real estate
investments are relatively illiquid, resulting in a limited ability of the
Company to vary its portfolio of hotels in response to changes in economic and
other conditions.

DEPENDENCE ON KEY PERSONNEL. The Company's future success depends in large
part on the continued service of E. Anthony Wilson, Chairman of the Board,
President, and Chief Executive Office, and Bruce A. Sahs, Executive Vice
President, as well as on its other key technical and management personnel. The
Company is also dependent on its ability to continue to attract additional
qualified employees. The competition for such skilled personnel is intense and
the loss of key employees could have a material adverse effect on the Company's
results of operations.

VOLATILITY OF STOCK PRICE. The Company's Common Shares have experienced
substantial price volatility and such volatility may occur in the future,
particularly as a result of quarter-to-quarter variations in the actual or
anticipated financial results of the Company, its competitors and other
companies in the hotel industry. In addition, the stock market has experienced
significant price and volume fluctuations that have affected the market price of
many small hotel companies and have often been unrelated to the operating
performance of these companies. Broad market fluctuations, as well as general
economic and political conditions, may adversely affect the market price of the
Common Shares.

NASDAQ SMALL CAP LISTING; APPLICATION FOR LISTING ON NASDAQ NATIONAL MARKET
SYSTEM. Hudson Hotel's Common Shares are currently quoted on the Nasdaq Small
Cap System. The Company has applied for listing upon the NASDAQ National Market
System, and believes that it meets the criteria necessary for such listing.
However, NASDAQ retains discretion in its listings; there can be no assurance
that the Company will be accepted for listing on the NASDAQ National Market
System.

NEED FOR ADDITIONAL FINANCING TO DEVELOP VACANT HOTEL SITES. The Company
currently owns seven vacant parcels of land in various locations for the
development of hotel properties. The Company will require additional sources of
debt and equity financing in order to be able to develop these properties. The
Company currently has no commitments for such financing. If the Company is
unable to obtain such financing, it will be unable to develop these properties,
and its performance may be negatively impacted.

LACK OF DIVIDENDS. The Company has not paid dividends on its Common Stock
since its inception and does not intend to pay any dividends on its Common Stock
in the foreseeable future.

USE OF PROCEEDS

All of the shares being offered hereunder are being offered by the Selling
Shareholders. The Company will incur certain expenses in connection with this
offering; however, it will not receive any of the proceeds hereof. All proceeds
will go to the Selling Shareholders to be used for their own purposes.

SELLING SHARE HOLDERS

All of the securities being offered hereunder are being offered by the
Selling Shareholders. These holders fall into three categories:

SB Motel Corp., Seven World Trade Center, New York, New York 10048, an
indirect wholly-owned subsidiary of Salomon Inc, is offering the 370,657 shares
which it received in connection with the acquisition by the Company of 12 hotel
properties from subsidiaries of SB Motel Corp. Prior to the acquisition, neither
SB Motel Corp. nor Salomon, Inc had any material relationship with the Company.
Following the transaction, John P. Buza, an officer of SB Motel Corp. and
Director of Salomon Brothers Inc, has been named to the Board of Directors of
the Company; in addition, the Company has given Salomon Brothers Inc the right
of first refusal to undertake equity offerings on behalf of the Company.
Following the completion of the offering, SB Motel Corp. will not own any shares
of the Company's common stock.

Oppenheimer Bond Fund For Growth, 350 Linden Oaks, Rochester, New York 14625
is offering 1,000,000 shares which it has the right to acquire upon conversion
of the $7.5 million Convertible Subordinated Debenture described in Recent
Developments herein. The Selling Shareholder has been provided with the
Company's proxy material and annual report within the last twelve months. Prior
to purchasing this Debenture, Oppenheimer Bond Fund For Growth owned two other
Company convertible bonds totaling $3.0 million, which it converted in July 1996
and sold the conversion shares. This Selling Shareholder has had no other
material relationship with the Company over the past three years. Following the
completion of this offering, this Selling Shareholder will own no shares of the
Company's common stock.

The remaining 1,170,103 shares being offered hereunder are offered by
Selling Shareholders who received those shares in exchange for their partnership
interests in the Hudson Group Portfolio. Each of these Selling Shareholders was
a partner prior to the exchange in one or more hotel partnerships managed by the
Company. The names of those Selling Shareholders, other material relationships
with the Company (if any), number of shares offered hereunder, and number of
shares to be owned following the completion of the offering, are set forth
below.

# OF
SHARES
# OF REMAINING
SHARES AFTER
NAME OF SELLING SHAREHOLDER MATERIAL RELATIONSHIP WITH COMPANY OFFERED OFFERING
- ------------------------------------------------------ ----------------------------------- --------- ---------

Burton S. August...................................... None 37,974 a
Charles J. August..................................... None 102,816 a
Robert W. August...................................... None 21,605 a
Cortland L. Brovitz................................... None 48,178 a
Anthony J. Costello................................... None 11,310 a
Sally L. David........................................ None 16,369 a
Richard J. Dorschel................................... None 8,131 a
G & W Land Associates (c/o William J. Erdle).......... None 16,369 a
Richard C. Fox........................................ None 44,048 a
Van Buren Hansford, Jr................................ None 16,369 a

The Landsman Company (c/o Elliott Landsman)........... None 45,326 a
Barbara S. Lane and William Goldstein as 43,211
Trustees under the Will of Sheldon A. Lane FBO
Barbara S. Lane..................................... None
Alan S. Lockwood...................................... Secretary, Partner of Boylan, 8,131 2,884
Brown, General Counsel
william h. maxion..................................... None 8,131 a
Kenper W. Miller and Elizabeth K. Miller.............. None 13,786 a
Louise J. Miller Living Trust u/a dated March 7, 1986, 16,369
as amended in its entirety October 17, 1994, FBO
Louise J. Miller.................................... None a
David C. and Jean B. Mitchell......................... None 39,032 a
Elizabeth W. Pine..................................... None 8,131 a
Melvyn Poplock........................................ None 45,338 a
Peter B. Roby and Katherine W. Roby................... None 16,369 a
H. Bruce Russell...................................... None 8,131 a
L, R & R (c/o Richard E. Sands)....................... 5% Shareholder 32,738 b
Richard E. Sands...................................... 5% Shareholder 16,369 b
Frank R. Shumway, Jr.................................. None 45,338 a
Elaine R. Simon....................................... None 61,707 a
Wendy W. Smith........................................ None 8,131 a
David Spoleta......................................... None 16,369 a
Michael M. Spoleta.................................... None 16,369 a
Michael D. Spoleta.................................... Limited Partner, Microtel 118,971 105,000
Development Partners
1995-I, L.P.
Lewis B. Swift III and Cathleen B. Swift.............. None 2,827 a
Tamarack II Associates (c/o Richard Crossed).......... None 70,538 a
Herbert W. VandenBrul................................. None 16,369 a
Justin L. Vigdor...................................... Partner, Boylan, Brown 45,338 a
Jessica T. Warren..................................... None 16,369 a
RTR Transportation Corp. (c/o William Warren)......... None 16,369 a
Brookwood Funding Associates, L.P. 9,170
(c/o Bruce A. Sahs)................................. General Partner is Brookwood a
Funding Corp., a Subsidiary
of the Company

Wilson Enterprises, L.P....................... General Partners are E. 102,007
Anthony
Wilson, Chairman of the
Board, President & CEO;
and Ralph L. Peek, Vice
President and Director of
the Company

- ------------------------

(a) To the best knowledge of the Company, each of these Selling Shareholders
would own less than 1% of the Company's common stock following the sale of
the shares offered hereby, all of which are held in nominee names.

(b) These shareholders are part of a group which filed a form 13D (Amendment
No.1) with the SEC on June 17, 1994. In reliance thereupon, these
shareholders would own or control 221,500 shares following the sale of the
shares offered hereunder.

(c) Wilson Enterprises, L.P. owns options to acquire 31,250 shares of Company
common stock. In addition, the general partners of Wilson Enterprises, L.P.,
E. Anthony Wilson and Ralph L. Peek, own or have the right to receive upon
exercise of currently outstanding options or warrants, 947,492 shares and
401,812 shares, respectively.

PLAN OF DISTRIBUTION

The Shares may be sold from time to time by the Selling Shareholders or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made in any one or more transactions (which may involve block transactions) in
the over-the-counter market, on NASDAQ, and any exchange in which the Common
Shares may then be listed, or otherwise in negotiated transactions or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions by selling Shares
to or through broker-dealers, and such broker-dealers may sell the shares as
agent or may purchase such Shares as principal and resell them for their own
account pursuant to this Prospectus. Any such participating broker-dealers may
be deemed to be "underwriters" under the Securities Act. Such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or purchasers of Shares from whom
they may act as agent (which compensation may be in excess of customary
commission).

The Company has informed the Selling Shareholders that the anti-manipulative
rules under the Securities Exchange Act of 1934 (Rules 10b-6 and 10b-7) may
apply to their sales of Shares in the Market. Also, the Company has informed the
Selling Shareholders of the need for delivery of copies of the Prospectus in
connection with any sale of securities registered hereunder in accordance with
applicable prospectus delivery requirements.

In connection with such sales, the Selling Shareholders and any
participating brokers and dealers may be deemed to be "underwriters" as defined
in the Securities Act. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.

In order to comply with certain state securities laws, if applicable, the
Common Shares will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.

LEGAL MATTERS

The legality of the shares of Common Stock offered hereby will be passed
upon for the Company and the Selling Shareholders by the law firm of Boylan,
Brown, Code, Fowler, Vigdor &Wilson, L.L.P., 2400 Chase Square, Rochester, New
York 14604.

EXPERTS

The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1995 have been audited by Bonadio & Co., L.L.P., independent
auditors, as stated in their report with respect thereto which is incorporated
herein by reference, and has been so incorporated in reliance upon the authority
as experts in accounting and auditing.

The combined financial statements of SB Motel Corporation as of December 31,
1994 and 1995 and September 30, 1996, and for the years ended December 31, 1994
and 1995 and the nine months ended September 30, 1996, incorporated by reference
in this prospectus, have been incorporated herein in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission,
Washington, DC 20549, a Registration Statement on Form S-3 under the Act, with
respect to the securities offered hereby. This Prospectus, filed as a part of
the Registration Statement, does not contain certain information set forth in or
annexed as exhibits to the Registration Statement, as permitted by the Rules and
Regulations of the Commission. For further information with respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement and to the Exhibits filed as part thereof, which may be inspected at
the office of the Securities and Exchange Commission without charge, or copies
thereof may be obtained therefrom upon payment of a fee prescribed by the
Securities and Exchange Commission.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION
WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR A SOLICITATION IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE CIRCUMSTANCES OF THE COMPANY OR THE FACTS
HEREIN SET FORTH SINCE THE DATE HEREOF.
------------------------

HUDSON HOTELS CORPORATION

1,540,760 SHARES OF COMMON STOCK
1,000,000 SHARE OF COMMON STOCK ISSUABLE
UPON CONVERSION OF DEBENTURES

OFFERING PRICE $. PER SHARE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all expenses, other than selling commissions,
payable by the Registrant in connection with the sale of the shares being
registered. All of the amounts shown are estimates, except for the registration
fee and NASD filing fee.

Registration.......................................... $3,945.88
NASD filing........................................... $ 8,834
Blue Sky fees and expenses............................ $5,000.00
Legal fees and expenses............................... $15,000.00
Accounting fees and expenses.......................... $10,000.00
Miscellaneous......................................... $1,000.00
TOTAL................................................. $43,779.88

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Restated Certificate of Incorporation of the Registrant, filed November
25, 1988 (the "Restated Certificate"), provides in relevant part at paragraph 7,
that

Every officer or director hereafter made or threatened to be made
a party to any action or proceeding by reason of the fact that he
or his testator or intestate is or was a director or officer of
this corporation or of any other corporation which he served in
any capacity at the request of this corporation shall be
indemnified against the reasonable expenses including attorneys'
fees actually and necessarily incurred or paid by him in
connection with the defense of any such action or proceeding or in
connection with any appeal therein, provided that the director or
officer be wholly successful on the merits or otherwise in the
defense of the action or proceeding.

Sections 721 through 726 of the Business Corporation Law of the State of New
York (the "BCL") provide the statutory basis for the indemnification by a
corporation of its officers and directors when such officers and directors have
acted in good faith, for a purpose reasonably believed to be in the best
interests of the corporation, and subject to specified limitations set forth in
the BCL.

The BCL was also amended in 1986 to allow corporations to provide for
indemnification of corporate directors and officers on a broader basis than had
previously been permissible. Pursuant to this statutory authority, and as
authorized by Article V of the Registrant's By-Laws, directors and officers of
the Registrant, and certain Registrant employees, have been availed of the
broadest scope of permissible indemnification coverage consistent with the BCL
changes.

Article V of the Registrant's By-Laws provide as follows:

5.1 INDEMNIFICATION. The Corporation shall indemnify (a) any person made or
threatened to be made a party to any action or proceeding by reason of the fact
that he, his testator or intestate, is or was a director or officer of the
Corporation and (b) any director or officer of the Corporation who served any
other company in any capacity at the request of the Corporation, in the manner
and to the maximum extent permitted by the Business Corporation Law of New York,
as amended from time to time; and the Corporation may, in the discretion of the
Board of Directors, indemnify all other corporate personnel to the extent
permitted by laws.

II-1

5.2 AUTHORIZATION. The provisions for indemnification set forth in Section
5.1 hereof shall not be deemed to be exclusive. The Corporation is hereby
authorized to further indemnify its directors or officers in the manner and to
the extent set forth in (i) a resolution of the shareholders, (ii) a resolution
of the directors, or (iii) an agreement providing for such indemnification, so
long as such indemnification shall not be expressly prohibited by the provisions
of the Business Corporation Law of New York.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

(a) THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION
STATEMENT:

EXHIBIT
NUMBER
- -----------

4.1(1) Specimen Common Stock Certificate

4.2(2) Form of Debenture

5.1 Opinion of Boylan, Brown, Code, Fowler, Vigdor & Wilson, L.L.P.

23.1 Independent Auditors' Consent--Bonadio & Co., L.L.P.

23.2 Independent Auditors' Consent--Coopers & Librand, L.L.P.

23.2 Consent of Boylan, Brown, Code, Fowler, Vigdyor & Wilson is included in its Opinion filed as Exhibit 5.1

24.1 Power of Attorney (included on page II-4)

- ------------------------

(1) Previously filed as Exhibit 3.1 to the Company's Registration Statement on
Form S-18, effective April 7, 1989 and incorporated herein by reference.

(2) Previously filed as an Exhibit 4.5 to the Company's Form 10-QSB for the
period ended September 30, 1996 and incorporated herein by reference.

The remaining schedules have been omitted, either because they are not
applicable to the Registrant or because the information required has been shown
in the Financial Statements or in the notes thereto without making such
statement unclear or confusing.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, unit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed by the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

II-2

(i) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Hudson Hotels Corporation., a corporation organized and existing under the laws
of the State of New York certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York, on the
28th day of February, 1997.

HUDSON HOTELS CORPORATION

BY: /S/ E. ANTHONY WILSON
-----------------------------------------
E. Anthony Wilson, CHAIRMAN OF THE BOARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER, AND
DIRECTOR

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints E. Anthony Wilson and Bruce A. Sahs, or either of
them, as true and lawful attorney-in-fact, with full power and authority to act
as such without the other, and with full power of substitution, for him and in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, the undersigned hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
/s/ E. ANTHONY WILSON February 28, 1997
- ------------------------------
E. Anthony Wilson Chairman of the Board,
President and Chief
Executive Officer,
and Director
/s/ BRUCE A. SAHS February 28, 1997
- ------------------------------
Bruce A. Sahs Executive Vice President,
Chief Operating Officer
and
Director
/s/ TARAS KOLCIO February 28, 1997
- ------------------------------
Taras Kolcio Chief Financial Officer,
Chief Accounting Officer
and Controller
/s/ RALPH L. PEEK February 28, 1997
- ------------------------------
Ralph L. Peek Vice President and Director

/s/ ROBERT FAGENSON February 28, 1997
- ------------------------------
Robert Fagenson Director

/s/ MICHAEL CAHILL February 28, 1997
- ------------------------------
Michael Cahill Director

/s/ JOHN P. BUZA February 28, 1997
- ------------------------------
John P. Buza Director

II-4