UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                    FORM 8-K/A
 
                                 CURRENT REPORT
 
                    FILED PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 9, 1997
 
                             CAPSTAR HOTEL COMPANY
 
             (Exact name of registrant as specified in its charter)
 

                                                          
           DELAWARE                        1-12017                 52-1979383
 (State or other jurisdiction          (Commission File          (IRS Employer
      of incorporation)                    Number)               Identification
                                                                    Number)

 
                          1010 WISCONSIN AVENUE, N.W.
                                   SUITE 650
                             WASHINGTON, D.C. 20007
                    (Address of principal executive offices)
 
       Registrant's telephone number, including area code: (202) 965-4455



ITEM 5.       Other Events

                   This Form 8-K/A is being filed to amend the Form 8-K filed 
              with the Commission on September 9, 1997. Exhibit 99.2 is hereby
              deleted in its entirety and replaced with the Unaudited Pro 
              Forma Condensed Consolidated Balance Sheet at June 30, 1997, 
              and the Unaudited Pro Forma Condensed Consolidated Statements 
              of Operations for the six months ended June 30, 1997 and for 
              the year ended December 31, 1996 with accompanying notes, 
              attached hereto as Exhibit 99.2.

ITEM 7.       Financial Statements, Pro Forma Financial Information and 
              Exhibits

         (c)  Exhibits

              Exhibit
              Number

                99.2    Unaudited Pro Forma Condensed Consolidated Balance 
                        Sheet as of June 30, 1997 and Unaudited Pro Forma
                        Condensed Consolidated Statements of Operations
                        for the six months ended June 30, 1997 and for the
                        year ended December 31, 1996 with accompanying notes.




                                 SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned hereto duly authorized.


Date:  September 15, 1997


                                       CAPSTAR HOTEL COMPANY



                                       By: /s/ JOHN EMERY
                                           -----------------
                                           John Emery
                                           Chief Financial Officer





                        EXHIBIT INDEX



Exhibit Number

99.2    Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 
        30, 1997 and Unaudited Pro Forma Condensed Consolidated Statements of
        Operations for the six months ended June 30, 1997 and for the year 
        ended December 31, 1996 with accompanying notes.