EXHIBIT 99.14

INDEPENDENT AUDITORS' REPORT

The Partners
EquiStar Hotel Investors, L.P.:

We have audited the accompanying statements of operations and cash flows of
the Orange County Airport Hilton (the "Hotel") for the period from January 1,
1996 to February 22, 1996 (date of acquisition by EquiStar Hotel Investors,
L.P.) and the years ended December 31, 1995, 1994 and 1993. These financial
statements are the responsibility of the Hotel's management. Our responsibility
is to express an opinion on these 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 financial statements referred to above present fairly,
in all material respects, the results of the Orange County Airport Hilton's
operations and its cash flows for the period from January 1, 1996 to February
22, 1996 and the years ended December 31, 1995, 1994 and 1993 in conformity with
generally accepted accounting principles.

KPMG Peat Marwick LLP

Washington, D.C.
April 20, 1996

ORANGE COUNTY AIRPORT HILTON
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM JANUARY 1, 1996 TO FEBRUARY 22, 1996
(DATE OF ACQUISITION BY EQUISTAR HOTEL INVESTORS, L.P.) AND
THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1996 1995 1994 1993
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Revenue:
Rooms............................................... $ 854,685 4,564,294 3,479,926 3,137,865
Food and beverage................................... 409,200 2,554,156 2,188,612 2,204,286
Other operating departments......................... 48,828 314,723 239,755 183,980
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1,312,713 7,433,173 5,908,293 5,526,131
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Operating costs and expenses:
Rooms............................................... 254,389 1,302,612 1,009,792 875,825
Food and beverage................................... 346,563 1,882,782 1,617,235 1,543,846
Other operating departments......................... 23,005 147,896 116,224 84,197
Undistributed operating expenses:
Administrative and general.......................... 222,566 1,050,388 1,022,104 869,499
Sales and marketing................................. 126,979 692,052 452,070 449,615
Management fees..................................... 35,000 210,000 197,500 150,000
Property operating costs............................ 96,410 763,258 704,873 691,160
Property taxes, insurance and other................. 57,301 342,177 386,464 467,055
Depreciation and amortization....................... 112,129 832,958 798,442 854,566
Interest expense.................................... 608,294 3,510,997 2,688,580 2,193,590
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Total expenses........................................ 1,882,636 10,735,120 8,993,284 8,179,353
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Net loss.............................................. $ (569,923) (3,301,947) (3,084,991) (2,653,222)
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See accompanying notes to financial statements.

ORANGE COUNTY AIRPORT HILTON
STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 1, 1996 TO FEBRUARY 22, 1996
(DATE OF ACQUISITION BY EQUISTAR HOTEL INVESTORS, L.P.)
AND THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1996 1995 1994 1993
----------- ----------- ----------- -----------

Cash flows from operating activities:
Net loss................................................. $ (569,923) (3,301,947) (3,084,991) (2,653,222)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization........................ 112,129 832,958 798,442 854,566
Decrease (increase) in accounts receivable........... (56,580) (198,792) (27,765) 203,192
Decrease (increase) in other assets.................. 67,637 (42,736) 26,502 38,421
Increase (decrease) in accounts payable and accrued
expenses........................................... 296,914 540,514 11,866 (12,467)
Increase in accrued interest......................... 358,294 3,010,996 2,568,580 2,167,618
----------- ----------- ----------- -----------
Total adjustments........................................ 778,394 4,142,940 3,377,625 3,251,330
----------- ----------- ----------- -----------
Net cash provided by operating activities.................. 208,471 840,993 292,634 598,108
----------- ----------- ----------- -----------
Cash flows used by investing activities--additions to
hotel.................................................... -- (76,435) (54,925) (17,811)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Repayments of note payable............................... -- (30,099) (55,000) --
Capital distributions.................................... (43,445) (896,802) (274,594) (397,073)
Increase (decrease) in bank overdrafts................... (165,026) 162,343 91,885 (183,224)
----------- ----------- ----------- -----------
Net cash used by financing activities...................... (208,471) (764,558) (237,709) (580,297)
----------- ----------- ----------- -----------
Net increase in cash....................................... -- -- -- --
Cash at beginning of period................................ -- -- -- --
----------- ----------- ----------- -----------
Cash at end of period...................................... $ -- -- -- --
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Supplemental disclosure of cash flow information:
Cash paid for interest................................... $ 250,000 500,000 120,000 25,972
----------- ----------- ----------- -----------
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See accompanying notes to financial statements.

ORANGE COUNTY AIRPORT HILTON
Notes to Financial Statements
For the period from January 1, 1996 to February 22, 1996
(date of acquisition by EquiStar Hotel Investors, L.P.) and the
years ended December 31, 1995, 1994 and 1993

(1) ORGANIZATION

The Orange County Airport Hilton (the "Hotel") is located near the Orange
County Airport in Irvine, California, approximately 45 miles from Los Angeles.
The Hotel opened in 1976 and was operated under a franchise agreement with
Radisson Hotels International, Inc. during the periods under audit. Since April
1, 1996, the Hotel has been operating as a Hilton. The Hotel has 290 rooms, an
outdoor pool and jacuzzi, fitness center and same day valet service. The dining
facilities include Mimi's Grill and The Promenade Lounge. The Hotel has
approximately 30,000 square feet of meeting space.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accounts of the Hotel were included in the financial records of GMY
Investment Company ("GMY"), a limited partnership which owned the Hotel until it
was sold to EquiStar on February 22, 1996 for $19,200,000. The accompanying
statements of operations and cash flows include the accounts of the Hotel only,
as if it were a separate legal entity, and have been prepared using the accrual
basis of accounting.

DEPRECIATION

Depreciation is computed on the cost of hotel property and equipment using
the Modified Accelerated Cost Recovery method over 39 and 31.5 years for the
building and building improvements and over five to seven years for furniture,
fixtures and equipment.

BAD DEBT EXPENSE

Bad debt expense is accounted for using the allowance method. Management
reviews the aging of accounts receivable and other current information on
debtors to establish an allowance for doubtful accounts. Write-offs occur when
management deems a receivable uncollectible.

REVENUE

Revenue is earned primarily through the operations of the Hotel and
recognized when earned.

INCOME TAXES

The financial statements contain no provision for federal income taxes since
the Hotel was owned by a partnership and, therefore, all federal income tax
liabilities were passed through to the individual partners in accordance with
the partnership agreement and the Internal Revenue Code.

USE OF ESTIMATES

Management has made a number of estimates and assumptions to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.

ORANGE COUNTY AIRPORT HILTON
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

(3) INTEREST EXPENSE

GMY entered into a promissory note with an original balance of $19,000,000
in June 1989. Interest accrued at 10% for the first year, and then adjusted to
the Bank of America National Trust and Savings Association prime rate as
announced from time to time. On December 1, 1991, GMY stopped making scheduled
interest and principal payments and the note was in default. From the default
date, interest was computed using the prime rate plus four percentage points on
the outstanding balance plus any accrued interest.

(4) RELATED-PARTY TRANSACTIONS

The Hotel incurred management fees of $35,000, $210,000, $197,500 and
$150,000 for the period from January 1, 1996 to February 22, 1996 and the years
ended December 31, 1995, 1994 and 1993, respectively. The management fees were
paid to an affiliate of the Hotel.