SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended March 31, 2002 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to

COMMISSION FILE NUMBER 333-63768

MERISTAR HOSPITALITY MERISTAR HOSPITALITY
OPERATING PARTNERSHIP, L.P. FINANCE CORP
(Exact name of Registrant as specified in its Charter) (Exact name of Registrant as specified in its Charter)

DELAWARE DELAWARE
(State of Incorporation) (State of Incorporation)

75-2648837 52-2321015
(IRS Employer Identification No.) (IRS Employer Identification No.)

1010 WISCONSIN AVENUE, N.W. 1010 WISCONSIN AVENUE, N.W.
WASHINGTON, D.C. 20007 WASHINGTON, D.C. 20007
(202) 965-4455 (202) 965-4455
(Address, including zip code, and telephone (Address, including zip code, and telephone
number, including area code, of Principal number, including area code, of Principal
Executive Offices) Executive Offices)

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 for which
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 -

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

Explanatory Note:
This quarterly report on Form 10-Q is being filed jointly by MeriStar
Hospitality Operating Partnership, L.P., or MHOP, and by MeriStar Hospitality
Finance Corp, or MeriStar Finance. No separate financial or other information of
MeriStar Finance is material to holders of the securities of MHOP or MeriStar
Finance, since as of March 31, 2002, MeriStar Finance had no operations, no
employees, only nominal assets and no liabilities other than its obligations
under the indenture governing its senior unsecured notes issued in January 2001
and for related financing costs.

The following Consolidated Financial Statements, Supplementary Data and
Financial Statement Schedules are filed as part of this Quarterly Report on Form
10-Q:

INDEX
Page
----

PART I. FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Balance Sheets -
March 31, 2002 and December 31, 2001 3

Condensed Consolidated Statements of Operations -
Three months ended March 31, 2002 and 2001 4

Condensed Consolidated Statement of Partners' Capital -
Three months ended March 31, 2002 and 2001 6

Condensed Consolidated Statements of Cash Flows -
Three months ended March 31, 2002 and 2001 7

Notes to Condensed Consolidated Financial Statements 8

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 14

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 21

PART II. OTHER INFORMATION 23

ITEM 5: OTHER INFORMATION 23

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K 23

PART I. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

March 31, 2002 December 31, 2001
-------------- -----------------
(unaudited)

Assets
Investments in hotel properties $ 3,195,949 $ 3,183,677
Accumulated depreciation (425,765) (397,380)
----------- -----------
2,770,184 2,786,297
Cash and cash equivalents 25,966 23,441
Accounts receivable, net of allowance for doubtful
Accounts of $964 and $973 59,432 47,178
Prepaid expenses and other 16,672 18,306
Notes receivable from MeriStar Hotels 58,069 36,000
Due from MeriStar Hotels -- 8,877
Investments in affiliates 41,714 41,714
Restricted cash 18,352 21,304
Intangible assets, net of accumulated amortization
of $6,439 and $5,289 21,167 21,469
----------- -----------
$ 3,011,556 $ 3,004,586
=========== ===========

Liabilities, Minority Interests and Stockholders' Equity
Accounts payable, accrued expenses and other liabilities $ 124,143 $ 123,972
Accrued interest 41,309 45,009
Due to MeriStar Hotels 3,968 --
Income taxes payable 82 310
Distributions payable 447 1,090
Deferred income taxes 6,849 7,130
Interest rate swaps 8,703 12,100
Notes payable to MeriStar Hospitality 357,214 357,117
Long-term debt 1,356,564 1,343,017
----------- -----------
Total liabilities 1,899,279 1,889,745
----------- -----------
Minority interests 2,650 2,639
Redeemable OP units at redemption value 82,117 67,012
Partners' capital - common OP units 44,654,578 and
44,524,147 issued and outstanding 1,027,510 1,045,190
----------- -----------
$ 3,011,556 $ 3,004,586
=========== ===========

See accompanying notes to condensed consolidated financial statements.

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED (IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)

Three months ended
March 31,
---------
2002 2001
---- ----

Revenue:
Hotel operations:
Rooms $ 170,548 $ 200,380
Food and beverage 62,065 71,291
Other operating departments 19,108 22,471
Participating lease revenue -- 3,784

Office rental and other revenues 4,943 4,758
--------- ---------

Total revenue 256,664 302,684
--------- ---------

Hotel operating expenses by department:
Rooms 38,935 45,722
Food and beverage 44,405 51,404
Other operating departments 10,694 11,570
Office rental, parking and other operating
expenses 814 937
Undistributed operating expenses:
Administrative and general 43,471 44,917
Property operating costs 37,381 42,699
Property taxes, insurance and other 20,082 18,387
Depreciation and amortization 30,592 29,387
Write-off of deferred financing costs 1,529 --
Loss on fair value of non-hedging derivatives 4,735 --
Write down of investment in STS Hotel Net -- 2,112
Swap termination costs -- 9,297
--------- ---------

Total operating expenses 232,638 256,432
--------- ---------

Net operating income 24,026 46,252

Interest expense, net 34,588 30,229
--------- ---------
Income (loss) before minority interests, income tax expense (benefit),
loss on sale of assets and extraordinary loss (10,562) 16,023

Minority interests 11 11
--------- ---------

Income (loss) before income tax expense (benefit), loss on sale of
assets and extraordinary loss (10,573) 16,012

Income tax expense (benefit) (249) 453
--------- ---------

Income (loss) before loss on sale of assets and extraordinary loss (10,324) 15,559

Loss on sale of assets, net of tax effect of ($19) -- (1,062)

Extraordinary loss on early extinguishments of debt, net of tax
effect of ($17) -- (1,226)
--------- ---------

Net income (loss) $ (10,324) $ 13,271

Preferred distributions (141) (141)
--------- ---------
Net income (loss) applicable to common
unitholders $ (10,465) $ 13,130
========= =========

Three months ended
March 31,
---------
2002 2001
---- ----

Net income (loss) applicable to common
unitholders $ (10,465) $ 13,130
========= =========
Net income (loss) applicable to general partner
common unitholder $ (9,585) $ 11,970
========= =========
Net income (loss) applicable to third party
limited partner common unitholders $ (880) $ 1,160
========= =========

Earnings per unit:

Basic:
Income (loss) before extraordinary loss $ (0.22) $ 0.29
Extraordinary loss -- (0.02)
--------- ---------
Net income (loss) $ (0.22) $ 0.27
========= =========

Diluted:
Income (loss) before extraordinary loss $ (0.22) $ 0.29
Extraordinary loss -- (0.02)
--------- ---------

Net income (loss) $ (0.22) $ 0.27
========= =========

See accompanying notes to condensed consolidated financial statements.

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
IN THOUSANDS
UNAUDITED

Three months ended March 31,
2002 2001
---- ----

Balance at beginning of year $ 1,045,190 $ 1,142,772

Net income (loss) (10,324) 13,271
Foreign currency translation adjustment 12 (974)
Transition adjustment -- (2,842)
Change in fair value of cash flow hedges 511 (4,793)
----------- -----------
Comprehensive income (loss) (9,801) 4,662

Reclassification of non-hedging derivatives 4,735 --
Contributions 3,155 280
Contribution from general partner related to amortization
of unearned stock-based compensation 880 797
Repurchase of units (409) --
Allocations from (to) redeemable OP units (15,793) 2,674
Distributions (447) (24,283)
----------- -----------

Balance at end of period $ 1,027,510 $ 1,126,902
=========== ===========

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED (IN THOUSANDS)

Three months ended
March 31,
---------
2002 2001
---- ----

Operating activities:
Net income (loss) $ (10,324) $ 13,271

Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 30,592 29,387
Loss on fair value of non-hedging derivatives 4,735 --
Write-off of deferred financing costs 1,529 --
Loss on sale of assets, before tax effect -- 1,081
Write down of investment in STS Hotel Net -- 2,112
Extraordinary loss on early extinguishment of debt,
before tax effect -- 1,243
Minority interests 11 11
Amortization of unearned stock based compensation 880 797
Interest rate swaps marked to fair value (2,887) --
Deferred income taxes (281) 144

Changes in operating assets and liabilities:
Accounts receivable, net (12,254) (7,173)
Prepaid expenses and other 1,634 (2,580)
Due to/from MeriStar Hotels (224) 11,512
Accounts payable, accrued expenses and other liabilities (342) (4,888)
Accrued interest (3,700) 2,592
Income taxes payable (228) 283
--------- ---------

Net cash provided by operating activities 9,141 47,792
--------- ---------

Investing activities:
Investment in hotel properties (12,292) (8,743)
Proceeds from disposition of assets -- 7,274
Hotel operating cash received in lease conversions -- 3,778
Notes receivable from MeriStar Hotels (9,000) (36,000)
Change in restricted cash 2,952 1,697
--------- ---------

Net cash used in investing activities (18,340) (31,994)
--------- ---------

Financing activities:
Deferred financing costs (3,131) (9,322)
Proceeds from mortgages and notes payable 234,545 578,347
Principal payments on mortgages and notes payable (220,901) (541,720)
Contributions from partners 3,155 280
Repurchase of units (409) --
Distributions paid to partners (1,264) (24,859)
--------- ---------

Net cash provided by financing activities 11,995 2,726
--------- ---------

Effect of exchange rate changes on cash and cash equivalents (271) 216
--------- ---------
Net increase in cash and cash equivalents 2,525 18,740
Cash and cash equivalents, beginning of period 23,441 242
--------- ---------

Cash and cash equivalents, end of period $ 25,966 $ 18,982
========= =========

See accompanying notes to condensed consolidated financial statements.

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2002
UNAUDITED (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. ORGANIZATION

We are a subsidiary operating partnership of MeriStar Hospitality Corporation.
We own a portfolio of upscale, full-service hotels in the United States and
Canada. Our portfolio is diversified by franchise and brand affiliations. As of
March 31, 2002, we owned 112 hotels, with 28,653 rooms, all of which are leased
by our taxable subsidiaries and managed by MeriStar Hotels & Resorts, Inc.

We were created on August 3, 1998, as a result of the merger between CapStar
Hotel Company and American General Hospitality Corporation, and the subsequent
formation of MeriStar Hospitality, the merged entity. MeriStar Hospitality, a
real estate investment trust, or REIT, is our general partner and owns a one
percent interest in us as of March 31, 2002. The limited partners are as
follows:
. MeriStar LP, Inc., a wholly-owned subsidiary of MeriStar Hospitality,
which owns approximately a 90 percent interest as of March 31, 2002;
and
. various third parties, which owned an aggregate interest of nine
percent at March 31, 2002.

Partners' capital includes the partnership interests of MeriStar Hospitality and
MeriStar LP, Inc. MeriStar Hospitality held 482,838 common OP units as of March
31, 2002. MeriStar LP, Inc. held 44,171,740 common OP units as of March 31,
2002. Due to the redemption rights of the limited partnership units held by
third parties, these units have been excluded from partner's capital and
classified as Redeemable OP units and are recorded at redemption value. At March
31, 2002, there were 4,121,355 redeemable units outstanding.

On January 1, 2001, changes to the federal tax laws governing real estate
investment trusts became effective. Those changes are commonly known as the REIT
Modernization Act, or RMA. The RMA permits real estate investment trusts to
create taxable subsidiaries that are subject to taxation similar to subchapter
C-Corporations. Because of the RMA, we have created a number of these taxable
subsidiaries to lease our real property. The RMA prohibits our taxable
subsidiaries from engaging in the following activities:

. Managing the properties they lease (our taxable subsidiaries must
enter into an "arms length" management agreement with an independent
third-party manager that is actively involved in the trade or business
of hotel management and manages properties on behalf of other owners),
. Leasing a property that contains gambling operations; and
. Owning a brand or franchise.

We believe establishing taxable subsidiaries to lease the properties we own
provides a more efficient alignment of and ability to capture the economic
interests of property ownership. Under the prior lease structure with MeriStar
Hotels, we received lease payments based on the revenues generated by the
properties; MeriStar Hotels, however, operated the properties in order to
maximize net operating income from the properties. This inconsistency could
potentially result in the properties being operated in a way that did not
maximize revenues. With the assignment of the leases from MeriStar Hotels to our
taxable subsidiaries and the execution of the new management agreements (as
described below), we gained the economic risks and rewards usually associated
with ownership of real estate, and property revenues became the basis for
MeriStar Hotels' management fees.

Subsidiaries of MeriStar Hotels assigned the participating leases to our
wholly-owned taxable subsidiaries as of January 1, 2001. In connection with the
assignment, the taxable subsidiaries executed new management agreements with a
subsidiary of MeriStar Hotels to manage our hotels. Under these management
agreements, the taxable subsidiaries pay a management fee to MeriStar Hotels for
each property. The taxable subsidiaries in turn make rental payments to us under
the participating leases. The management agreements have been structured to
substantially mirror the economics of the former leases. The assignment of the
leases from MeriStar Hotels to our taxable subsidiaries did not result in any
cash consideration exchanged among the parties except for the transfer of hotel
operating assets and liabilities to the taxable subsidiaries. Under the new
management agreements, the base management fee is 2.5% of total hotel revenue
plus incentives payments, based on meeting performance thresholds, that could
total up to 1.5% of total hotel revenue. The

agreements have an initial term of 10 years with three renewal periods of five
years each at the option of MeriStar Hotels, subject to some exceptions. Because
these leases have been assigned to our taxable subsidiaries, we now bear the
operating risk associated with our hotels.

During 2001, we acquired the eight leases from Prime Hospitality for our hotels
that were previously leased and managed by Prime. These hotels are now managed
by MeriStar Hotels under management agreements identical to our other management
agreements with MeriStar Hotels, except that the term on four of the agreements
is one year with additional one- year renewal periods.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

We have prepared these unaudited interim financial statements according to the
rules and regulations of the Securities and Exchange Commission. We have omitted
certain information and footnote disclosures that are normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America. These interim financial statements
should be read in conjunction with the financial statements, accompanying notes
and other information included in our Annual Report on Form 10-K, as amended,
for the year ended December 31, 2001. Certain 2001 amounts have been
reclassified to conform to the 2002 presentation.

In our opinion, the accompanying unaudited condensed consolidated interim
financial statements reflect all adjustments, which are of a normal and
recurring nature, necessary for a fair presentation of the financial condition
and results of operations and cash flows for the periods presented. The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions. Such estimates and assumptions affect the reported amounts of
assets and liabilities, as well as the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Our actual results could
differ from those estimates. The results of operations for the interim periods
are not necessarily indicative of the results for the entire year.

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" requires a public entity to report
selected information about operating segments in financial reports issued to
shareholders. Based on the guidance provided in the standard, we have determined
that our business is conducted in one reportable segment. The standard also
establishes requirements for related disclosures about products and services,
geographic areas and major customers. Revenues for Canadian operations totaled
$4,525 and $5,522 for the three months ended March 31, 2002 and 2001,
respectively.

Statement of Financial Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities," requires an entity to recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value. FAS No. 137 and No. 138 amended certain
provisions of FAS No. 133. We adopted these accounting pronouncements on January
1, 2001.

Our interest rate risk management objective is to limit the impact of interest
rate changes on earnings and cash flows. We assess interest rate cash flow risk
by continually identifying and monitoring changes in interest rate exposures
that may adversely impact expected future cash flows, and by evaluating hedging
opportunities. We do not enter into derivative instruments for any purpose other
than cash flow hedging purposes.

Our interest rate swap agreements were initially designated as hedges against
changes in future cash flows associated with specific variable rate debt
obligations. As of March 31, 2002, we had three swap agreements with notional
amounts totaling $300 million. All of these swap agreements have been converted
to non-hedging derivatives due to our repayment of the floating-rate borrowings
they originally hedged and they are currently being marked to market through our
statement of operations. We have interest rate exposure going forward as the
change in fair value of our non-hedging derivatives will have an impact on our
statement of operations. The interest rate swap agreements are reflected at fair
value in our consolidated balance sheet as of March 31, 2002.
For more information regarding our interest rate hedging activities, see
"Quantitative and Qualitative Disclosures about Market Risk."

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets," which
supersedes SFAS No. 121. We did not have any asset sales or impairments in the
first three months of 2002; therefore, SFAS No. 144 has no effect on our
financial statement for that period.

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," SFAS No. 142, "Goodwill and Other Intangible Assets,"
and SFAS No. 143 "Accounting for Asset Retirement Obligations." These new
standards have no effect on our financial statements for the first three months
of 2002.

3. NOTE RECEIVABLE FROM LESSEE

We may lend MeriStar Hotels up to $50,000 for general corporate purposes under a
revolving credit agreement. The interest rate on this credit agreement is 650
basis points over the 30-day London Interbank Offered Rate. As of March 31,
2002, $45,000 was outstanding under this revolving credit agreement.

MeriStar Hotels also issued us a term note effective January 1, 2002. This
$13,069 term note refinances outstanding accounts payable MeriStar Hotels owed
to us. The term note bears interest at 650 basis points over the 30-day LIBOR.
The maturity date is the same as that of the revolving credit agreement.

4. LONG-TERM DEBT

Long-term debt consisted of the following:

March 31, 2002 December 31, 2001
-------------- -----------------
Senior unsecured notes .............. $ 950,000 $ 750,000
Revolving credit facility ........... 43,000 224,000
Secured facility .................... 330,000 330,000
Mortgage debt and other ............. 51,687 52,335
----------- -----------
1,374,687 1,356,335
Notes payable to MeriStar Hospitality 359,300 359,300
Unamortized issue discount .......... (20,209) (15,501)
----------- -----------
$ 1,713,778 $ 1,700,134
=========== ===========

As of March 31, 2002 aggregate future maturities of the above obligations are as
follows:

2002................................. $ 14,057
2003................................. 51,589
2004................................. 171,168
2005................................. 9,265
2006................................. 10,006
Thereafter........................... 1,457,693
----------
$1,713,778
==========

In February 2002, we issued an additional $200,000 ($196,250, net of discount)
aggregate principal amount of 9.13% senior unsecured notes due 2011. We used the
proceeds from the issuance of these notes to repay approximately $195,000 of the
outstanding balance under our revolving credit agreement. As a result of this
financing, we redesignated some swap agreements as non-hedging derivatives. We
recognized a $4,735 loss when this amount was transferred out of accumulated
other comprehensive income because the debt being hedged was repaid.

In February 2002, we amended our revolving credit agreement. The amendment
allows us to reduce the revolving commitments to below $300,000. In March 2002,
we reduced the borrowing capacity on our revolving credit agreement from
$310,000 to $150,000. We recognized a $1,529 loss due to the write-off of
deferred financing costs related to reducing the borrowing capacity of our
revolving credit agreement.

On January 26, 2001, we issued $300,000 aggregate principal amount of 9.0%
senior notes due 2008 and $200,000 of 9.13% senior notes due 2011. The notes are
unsecured obligations of certain subsidiaries of ours and we guarantee payment
of principal and interest on the notes. The net proceeds from the sale of
$492,000 were used to repay amounts outstanding under the credit facility and to
make payments to terminate certain swap agreements that hedged variable interest
rates of the loans that were repaid. The repayments of term loans under the
credit facility resulted in an extraordinary loss of $1,243 ($1,226, net of tax)
from the write-off of deferred financing costs. Also, in conjunction with the
sales of the senior unsecured notes, we terminated three swap agreements with
notional amounts totaling $300,000.

These swap agreements were designated to the credit facility term loans that
were repaid with the proceeds from the sale of these notes. We made payments
totaling $9,297 to terminate these swap agreements.

5. DISTRIBUTIONS PAYABLE

On March 20, 2002, we declared a dividend for the three months ended March 31,
2002 of $0.01 per unit of limited partnership interest. We paid the
distributions on April 30, 2002.

6. EARNINGS PER UNIT

The following table presents the computation of basic and diluted earnings per
unit:

Three months ended
------------------
March 31,
---------
2002 2001
---- ----
BASIC EARNINGS (LOSS) PER
UNIT COMPUTAION:
Income (loss) before extraordinary
loss $(10,324) $ 14,497
Dividends paid on unvested restricted
stock (2) (183)
Preferred distributions (141) (141)
-------- --------
Income (loss) available to common
unitholders (10,467) 14,173
Weighted average number of OP
units outstanding 48,670 48,421
-------- --------
Basic earnings (loss) per unit before
extraordinary loss $ (0.22) $ 0.29
======== ========

DILUTED EARNINGS (LOSS) PER
UNIT COMPUTATION:
Income (loss) available to common
unitholders $(10,467) $ 14,173
======== ========

Weighted average number of OP
units outstanding 48,670 48,421
Stock options of MeriStar -- 322
-------- --------
Total weighted average number of
diluted OP units outstanding 48,670 48,743
======== ========
Diluted earnings (loss) per unit before
extraordinary loss $ (0.22) $ 0.29
======== ========

Stock options and operating partnership units are not included in the
computation of diluted earnings (loss) per share when their effect is
antidilutive.

7. SUPPLEMENTAL CASH FLOW INFORMATION

Three months ended March 31,
----------------------------
2002 2001
---- ----

Cash paid for interest and income taxes:
Interest, net of capitalized interest of
$919 and $2,005 respectively $ 38,288 $ 27,637
Income taxes 82 994

Non-cash investing and financing activities:
Redemption of redeemable OP units -- 2,640

Operating assets received and liabilities assumed from lease conversion:
Accounts receivable -- 47,305
Prepaid expenses and other -- 12,874
Furniture and fixtures, net -- 152
Investment in affiliates, net -- 1,629
-------- --------
Total operating assets received -- 61,960
======== ========

Accounts payable and accrued expenses -- 65,706
Long-term debt -- 32
-------- --------
Total liabilities acquired -- (65,738)
======== ========

8. STOCK-BASED COMPENSATION

As of March 31, 2002, MeriStar Hospitality has granted 479,000 shares of
restricted stock to employees. This restricted stock vests ratably over
three-year or five-year periods.

As of March 31, 2002, we have granted 737,500 Profits-Only OP Units, or POPs, to
some of employees pursuant to our POPs Plan. These POPs are fixed awards and
vest ratably over three years.

9. RESTRUCTURING EXPENSES

During 2001, we incurred a restructuring charge of $1,080 in connection with
operational changes at our corporate headquarters. The restructuring included
eliminating seven corporate staff positions and office space no longer needed
under the new structure. During 2002, we applied $52 of lease termination costs
against the restructuring reserve. Approximately $340 of the restructuring
accrual remains at March 31, 2002.

10. DISPOSITIONS

On March 21, 2001, we sold one hotel and received proceeds of $7,274. The sale
resulted in a loss of $1,081 ($1,062, net of tax).

11. CONSOLIDATING FINANCIAL INFORMATION

Certain of our subsidiaries and MeriStar Hospitality are guarantors of our
senior unsecured notes. Our guarantor subsidiaries also guarantee the unsecured
subordinated notes of MeriStar Hospitality. All guarantees are full and
unconditional, and joint and several. Exhibit 99 to this Quarterly Report on
Form 10-Q presents supplementary consolidating information for us, our
non-guarantor subsidiaries, and each of our guarantor subsidiaries. The
supplementary consolidating information in Exhibit 99 presents our consolidating
balance sheets as of March 31, 2002 and December 31, 2001, and consolidating
statements of operations and cash flows for the three months ended March 31,
2002 and 2001.

12. SUBSEQUENT EVENT

On May 2, 2002, MeriStar Hotels, the manager of our hotels, announced an
agreement to merge with Interstate Hotels Corporation, or Interstate. The
transaction will be a stock-for-stock merger of Interstate into MeriStar Hotels
in which Interstate stockholders will receive 4.6 shares of common stock for
each share of Interstate stock outstanding. Holders of MeriStar Hotel's common
stock and operating partnership units will continue to hold their stock and
units following the

merger. The combined company will operate approximately 86,000 rooms in 412
hotels. MeriStar Hotels expects the transaction to close in the third quarter of
2002.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

On January 1, 2001, changes to the federal tax laws governing REITs became
effective. Those changes are commonly known as the REIT Modernization Act, or
RMA. The RMA permits real estate investment trusts to create taxable
subsidiaries that are subject to taxation similar to subchapter C-Corporations.
We have created a number of these taxable subsidiaries to lease our real
property. The RMA prohibits our taxable subsidiaries from engaging in the
following activities:

. Managing the properties they lease (our taxable subsidiaries must
enter into an "arms length" management agreement with an independent
third-party manager actively involved in the trade or business of
hotel management and manages properties on behalf of other owners);
. Leasing a property that contains gambling operations; and
. Owning a brand or franchise.

We believe establishing taxable subsidiaries to lease the properties we own
provides a more efficient alignment of and ability to capture the economic
interests of property ownership. Under the prior lease structure with MeriStar
Hotels, we received lease payments based on the revenues generated by the
properties; MeriStar Hotels, however, operated the properties in order to
maximize net operating income from the properties. This inconsistency could
potentially result in the properties being operated in a way that did not
maximize revenues. With the assignment of the leases from MeriStar Hotels to our
taxable subsidiaries and the execution of the new management agreements (as
describe below), we gained the economic risks and rewards usually associated
with ownership of real estate, and property revenues became the basis for
MeriStar Hotels' management fees.

Subsidiaries of MeriStar Hotels assigned the participating leases to our
wholly-owned taxable subsidiaries as of January 1, 2001. In connection with the
assignment, the taxable subsidiaries executed new management agreements with a
subsidiary of MeriStar Hotels to manage our hotels. Under these management
agreements, the taxable subsidiaries pay a management fee to MeriStar Hotels for
each property. The taxable subsidiaries in turn make rental payments to us under
the participating leases. The management agreements have been structured to
substantially mirror the economics of the former leases. The assignment of the
leases from MeriStar Hotels to our taxable subsidiaries did not result in any
cash consideration exchanged among the parties except for the transfer of hotel
operating assets and liabilities to the taxable subsidiaries. Under the new
management agreements, the base management fee is 2.5% of total hotel revenue.
MeriStar Hotels can also earn incentive management fees, based on meeting
performance thresholds, of up to 1.5% of total hotel revenue. The agreements
have an initial term of 10 years with three renewal periods of five years each
at the option of

MeriStar Hotels, subject to some exceptions. Because these leases have been
assigned to our taxable subsidiaries, we now bear the operating risk associated
with our hotels.

Business Summary

Our results continue to reflect a cautious economy that has caused declines in
business and leisure travel demand nationwide. Our group business at our hotels
improved during the first quarter, but our transient business continues to be
significantly lower than prior to the terrorist attacks of September 11, 2001,
and also lower than our internal projections for 2002. Overall, our occupancies
were ahead of our internal plan for the quarter, but our average daily rate was
lower than we projected. We have continued to work with MeriStar Hotels, the
manager of our hotels, to focus on cost reduction and control measures at our
hotels. We expect year-over-year performance measures to improve in the second
half of 2002 when the economy is expected to gain momentum.

The September 11, 2001 terrorist attacks have had a dramatic effect on the
insurance and reinsurance industries. Many companies are being subject to
nonrenewal or cancellations of insurance polices, or renewals of existing
coverage with extreme price increases. Our total annual property and casualty
insurance premiums are approximately $25.0 million under our current policies.
Also, our secured facility requires our property insurance carrier to be rated
AA or better by Standard & Poors. Our manager, MeriStar Hotels, is responsible
for securing property insurance and is in the process of renewing this coverage.
As part of that process, they intend to attempt to obtain coverage from a
carrier or carriers that are appropriately rated by S&P. If we are unable to
obtain insurance that meets our debt covenant requirements and if we are unable
to amend or waive those covenants, it could have a material adverse effect on
our business. At our insurance policy renewals in mid-2002, we may be subject to
restrictions as compared to our current coverages, price increases, or a
combination of both restrictions and increases.

Critical Accounting Policies

Preparing financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, we evaluate our estimates and judgments,
including those related to the impairment of long-lived assets and the recording
of certain accrued liabilities. Some of our estimates are material to the
financial statements. These estimates are therefore particularly sensitive as
future events could cause the actual results to be significantly different from
our estimates.

Our critical accounting policies are as follows:
. Impairment of long-lived assets;
. Estimating certain accrued liabilities; and
. Determining the impact of future interest rate changes on our
statement of operations.

Impairment of long-lived assets

Whenever events or changes in circumstances indicate that the carrying values of
long-lived assets (including property and equipment and all intangibles) may be
impaired, we perform an analysis to determine the recoverability of the asset's
carrying value. The carrying value of the asset includes the original purchase
price (net of depreciation) plus the value of all capital improvements (net of
depreciation). We make estimates of the undiscounted cash flows from the
expected future operations of the asset. If the analysis indicates that the
carrying value is not recoverable from future cash flows, we write down the
asset to estimated fair value and recognize an impairment loss. Any impairment
losses we recognize are recorded as operating expenses. We did not recognize any
impairment losses for the three months ended 2002 or 2001.

Estimating certain accrued liabilities

Estimates for certain accruals such as real and personal property taxes could
have a material effect on our financial statements. Currently, we estimate real
and personal property taxes based on a combination of preliminary estimates from
state and local jurisdictions, and historical information. The assessed values
of these properties could change significantly from the values or rates we use
in our estimates. Property tax assessments are subject to periodic and often
lengthy appeals. For example, in instances where a jurisdiction increases our
assessed value, we frequently appeal that assessment. Similarly, when hotel
operations are declining, we may appeal an assessment as too high if it is based
on past operating results. These appeals of assessed values are subject to a
potentially wide range of outcomes. As a result of the economic slowdown and
events of September 11, 2001, we have filed a number of appeals for lower
assessments. As of March 31, 2002, we had ongoing appeals in several
jurisdictions with respect to more than 20 properties. We accrue for these
liabilities based on what we believe is a reasonable judgment of the most likely
outcome of the appeals. Based on our current estimate of the outcome, however,
we do not expect to incur any additional expense even if all of our appeals
proved unsuccessful. We cannot predict with certainty the outcome of these
appeals, or their effect on our accruals for such items. Also, actual property
tax expense could vary greatly from our estimates used for the current property
tax accrual based on a change in the assessed value, a change in the tax rate,
and/or a different outcome of the appeals process than we currently expect.

Determining impact of future interest rate changes on our statement of
operations

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
requires a company to recognize all derivatives as either assets or liabilities
in the balance sheet and record those instruments at fair value. SFAS No. 137
and No. 138 amended certain provisions of SFAS No. 133. We adopted these
accounting pronouncements effective January 1, 2001.

Our interest rate risk management objective is to limit the impact of interest
rate changes on earnings and cash flows. We assess interest rate cash flow risk
by continually identifying and monitoring changes in interest rate exposures
that may adversely impact expected future cash flows and by evaluating hedging
opportunities. We do not enter into derivative instruments for any purpose other
than cash flow hedging purposes.

Our interest rate swap agreements were initially designated as hedges against
changes in future cash flows associated with specific variable rate debt
obligations. As of March 31, 2002, we had three swap agreements with notional
amounts totaling $300 million. These swap agreements have been converted to
non-hedging derivatives due to our repayment of the floating-rate borrowings
they originally hedged and they are currently being marked to market through our
statement of operations. We have interest rate exposure going forward as the
change in fair value of our non-hedging derivatives will have an impact on our
statement of operations. The fair value of swap agreements is $8,703 at March
31, 2002.

For more information regarding our interest rate hedging activities, see
"Quantitative and Qualitative Disclosures about Market Risk."

FINANCIAL CONDITION

MARCH 31, 2002 COMPARED WITH DECEMBER 31, 2001

Our total assets increased by $7.0 million to $3,011.6 million at March 31, 2002
from $3,004.6 million at December 31, 2001 primarily due to:
. the $22.1 million increase in notes receivable from MeriStar Hotels
due primarily to the new $13.1 million term note and additional
borrowing of $9.0 million by MeriStar Hotels;
. capital expenditures of $12.3 million at the hotels; and
. the $12.3 million increase in accounts receivable due to the improved
occupancy since December 31, 2001; partially offset by
. the decrease of $8.9 million in due from MeriStar Hotels primarily due
to the $13.1 million term note; and
. depreciation on hotel assets of $28.4 million.

Total liabilities increased by $9.6 million to $1,899.3 million at March 31,
2002 from $1,889.7 million at December 31, 2001 due mainly to:
. net borrowings of long-term debt of $13.7 million; and
. a $4.0 million increase in due to MeriStar Hotels; partially offset by

. a $3.7 million decrease in accrued interest due to the payment of
interest on several senior secured notes; and
. a $3.4 million decrease in market value of our derivative instruments.

Long-term debt increased by $13.7 million to $1,713.8 million at March 31, 2002
from $1,700.1 million at December 31, 2001 due primarily to:
. $200 million ($196.2 million, net of discount) in senior unsecured
notes issued in February, partially offset by
. $181.0 million of net repayments on our revolving credit facility
using proceeds of the issuance of senior unsecured notes in February
and cash generated by operations.

Redeemable OP units at redemption value increased $15.1 million due primarily to
the $15.8 million of capital allocated to redeemable OP unitholders as a result
of increases in MeriStar Hospitality's stock price.

Partners' capital decreased $17.7 million to $1,027.5 at March 31, 2002 from
$1,045.2 million at December 31, 2001 due primarily to:

. $15.8 million of capital allocated to redeembable OP unitholders as a
result of increases in MeriStar Hospitality's stock price,
. $10.3 million of net loss for the three months ended March 31, 2002;
partially offset by
. $5.3 million decrease in accumulated other comprehensive loss due
mainly due to the conversion of our swap derivatives to non-hedging
derivatives, and
. $3.2 million of capital contributions.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2002 COMPARED WITH THREE MONTHS ENDED MARCH 31,
2001

Until January 1, 2001, MeriStar Hotels leased substantially all of our hotels
from us. Effective January 1, 2001, MeriStar Hotels assigned the hotel leases to
our newly created, wholly-owned, taxable REIT subsidiaries and our taxable REIT
subsidiaries in turn, entered into management agreements with MeriStar Hotels to
manage the hotels. As a result of this change in structure, our wholly-owned
taxable REIT subsidiaries have assumed the operating risks and rewards of the
hotels and now pay MeriStar Hotels a management fee to manage the hotels for us.
For consolidated financial statement purposes, effective January 1, 2001, we now
record all of the revenues and expenses of the hotels in our statements of
operations, including the management fee paid to MeriStar Hotels.

The following table provides our hotels' operating statistics on a same store
basis for the three months ended March 31, 2002 and 2001.

2002 2001 Change
------------ ------------ ------------
Revenue per available room $ 66.44 $ 81.05 (18.0)%
Average daily rate $104.93 $115.56 (9.2)%
Occupancy 63.3% 70.1% (9.7)%

Overall, the slowing United States economy had a major negative effect on our
hotels during the first quarter of 2002 compared to the first quarter of 2001.
This effect is evidenced by a sharp reduction in business travel, as well as
leisure travel. This is reflected in the 9.2% reduction in average daily rate
and the 9.7% reduction in occupancy in the first quarter 2002 compared to 2001.

Total revenue decreased $46.0 million to $256.7 million in 2002 from $302.7
million in 2001 primarily due to:
. a $29.8 million decrease in room revenue due to a decrease in
occupancy and average daily rate;
. a $9.2 million decrease in food and beverage revenue due to a decrease
in occupancy; and
. a $3.8 million decrease in lease revenue due to us no longer leasing
hotels in 2002.

Total operating expenses decreased $23.8 million to $232.6 for the three months
ended March 31, 2002 compared to $256.4 million for the same period in 2001 due
primarily to:
. a $6.8 million decrease in room expenses due to lower occupancy;

. a $7.0 million decrease in food and beverage expenses due to lower
occupancy;
. a $5.3 million decrease in property operating costs due primarily to a
$1.9 million decrease in energy costs and a $1.4 million decrease in
management fees;
. $9.3 million in swap termination fees during 2001; and
. a $2.1 million write down of investment in STS Hotel Net during 2001;
partially offset by
. a $4.7 million loss on fair value of non-hedging derivatives in 2002
due to the repayment of debt that was originally hedged; and
. a $1.5 million write-off of deferred costs due to the reduction in our
borrowing capacity on our revolving credit agreement in 2002.

Interest expense increased $4.4 million to $34.6 million for the three months
ended March 31, 2002 compared to $30.2 million for the same period in 2001 due
primarily to the issuance of $250 million of senior secured notes in December
2001 and $200 million of senior secured notes in February 2002 at fixed rates
greater than the variable rate of the debt they repaid.

In 2001, we paid down $300 million of our revolving credit facility. This
resulted in an extraordinary loss of $1.2 million, net of tax.

In the first quarter of 2001, we sold one hotel and received $7.3 million. This
resulted in a loss on the sale of the asset of $1.1 million, net of tax.

LIQUIDITY AND CAPITAL RESOURCES

Sources of Cash

We generated $9.1 million of cash from operations during the first three months
of 2002. Our principal sources of liquidity are cash on hand, cash generated
from operations, and funds from external borrowings and debt offerings. We
expect to fund our continuing operations through cash generated by our hotels.
In addition, as of May 13, 2002, we had $112.0 million available under our
revolving credit facility. We also expect to finance hotel acquisitions, hotel
renovations and joint venture investments through a combination of internally
generated cash, external borrowings, and the issuance of OP Units.

Factors that may influence our liquidity include:

. Factors that affect our results of operations, including general
economic conditions, demand for business and leisure travel, public
concerns about travel safety and other operating risks described under
the caption, "Risk Factors--Operating Risks" in our 2001 Annual Report
on Form 10-K;
. Factors that affect our access to bank financing and the capital
markets, including interest rate fluctuations, operational risks and
other risks described under the caption "Risk Factors--Financing
Risks" in our 2001 Annual Report on Form 10-K; and
. The other factors described under the caption, "Special Note Regarding
Forward-Looking Statements."

Additionally, MeriStar Hospitality must distribute to stockholders at least 90%
of its taxable income, excluding net capital gains to preserve the favorable tax
treatment accorded to real estate investment trusts under the Internal Revenue
Code. MeriStar Hospitality, as our general partner, must use its best efforts to
ensure our partnership distributions meet this requirement. We expect to fund
such distributions through cash generated from operations and borrowings on our
credit agreement. Due to the sluggish economy we expect our taxable income to
decrease in 2002 compared to 2001. Any future distributions will be at the
discretion of MeriStar Hospitality's Board of Directors and will be determined
by factors including our operating results, capital expenditure requirements,
the economic outlook, the Internal Revenue Service dividend payout requirements
for REITs such other factors as our Board of Directors deems relevant. We cannot
provide assurance that any such distributions will be made in the future.

We generated $12.0 million of cash from financing activities during the first
three months of 2002 primarily from:
. $13.6 million of net borrowings under our credit agreement;
. $3.2 million of capital contribtutions; partially offset by
. $3.1 million from additional deferred financing costs related to
issuing the $200 million of senior unsecured notes.

Uses of Cash

We used $18.3 million of cash in investing activities during the first three
months of 2002 primarily for:
. $9.0 million of notes receivable with MeriStar Hotels; and
. $12.3 million of capital expenditures at hotels.

Long-Term Debt

In February 2002, we issued $200 million ($196.2 million, net of discount)
aggregate principal amount of 9.13% senior unsecured notes due 2011. We used the
proceeds from the issuance of these notes to repay approximately $195.0 million
of the outstanding balance under our revolving credit agreement. As a result of
this financing, we redesignated some swap agreements as non-hedging derivatives.
We recognized a $4.7 million loss when this amount was transferred out of
accumulated other comprehensive income because the debt being hedged was repaid.

In February 2002, we amended our revolving credit agreement. The amendment
allows us to reduce the revolving commitments to below $300 million. In March
2002, we reduced the borrowing capacity on our revolving credit agreement from
$310 million to $150 million. We recognized a $1,529 loss due to the write-off
of deferred financing costs related to reducing the borrowing capacity of our
revolving credit agreement.

The weighted average interest rate on borrowings outstanding under the revolving
credit agreement as of March 31, 2002 was 5.94%. As of May 13, 2002, we had
$112.0 million of indebtedness outstanding under our revolving credit agreement.

Minimum payments due under our debt obligations as of March 31, 2002 are (in
thousands):

2002............................................................ $ 14,057
2003 ........................................................... 51,589
2004 ........................................................... 171,168
2005 ........................................................... 9,265
2006 ........................................................... 10,006
Thereafter...................................................... 1,457,693
----------
$1,713,778
==========

Capital Resources

We must make ongoing capital expenditures in order to keep our hotels
competitive in their markets. We expect a combination of internally generated
cash and external borrowings to provide capital for renovation work. Initial
renovation programs for most of our hotels are complete or nearing completion.
Once initial renovation programs for a hotel are completed, we expect to spend
approximately 4% annually of hotel revenues for ongoing capital expenditure
programs. These ongoing programs will include room and facilities
refurbishments, renovations, and furniture and equipment replacements. For the
three months ended March 31, 2002, we spent $11 million on renovation and
ongoing property capital expenditure programs. We intend to spend approximately
$37 million during the remaining three quarters of 2002 for our ongoing capital
expenditure programs.

We believe cash generated by operations, together with anticipated borrowing
capacity under our senior credit agreements, will be sufficient to fund our
existing working capital requirements, ongoing capital expenditures, and debt
service requirements. We believe, however, that our future capital decisions
will also be made in response to specific acquisition and/or investment
opportunities, depending on conditions in the capital and/or other financial
markets.

Seasonality

Demand in the lodging industry is affected by recurring seasonal patterns. For
non-resort properties, demand is lower in the winter months due to decreased
travel and higher in the spring and summer months during peak travel season. For
resort properties, demand is generally higher in winter and early spring. Since
the majority of our hotels are non-resort properties, our operations generally
reflect non-resort seasonality patterns. We have lower revenue, operating income
and cash flow in the first and fourth quarters and higher revenue, operating
income and cash flow in the second and third quarters.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates on long-term debt
obligations that impact the fair value of these obligations. Our policy is to
manage interest rates through the use of a combination of fixed and variable
rate debt. Our interest rate risk management objective is to limit the impact of
interest rate changes on earnings and cash flows and to lower our overall
borrowing costs. To achieve our objectives, we borrow at a combination of fixed
and variable rates, and may enter into derivative financial instruments such as
interest rate swaps, caps and treasury locks in order to mitigate our interest
rate risk on a related financial instrument. We do not enter into derivative or
interest rate transactions for speculative purposes. We have no cash flow
exposure due to general interest rate changes for our fixed long-term debt
obligations.

The table below presents, as of March 31, 2002, the principal amounts (in
thousands of dollars) for our fixed and variable rate debt instruments,
weighted-average interest rates, and fair values by year of expected maturity to
evaluate the expected cash flows and sensitivity to interest rate changes.

Long-term Debt
--------------------------------------------------------------------------
Average Variable Average
Expected Maturity Fixed Rate Interest Rate Rate Interest Rate
- --------------------------- ---------------- ----------------- ------------- ----------------

2002 $ 14,057 8.6% $ -- N/A
2003 8,589 8.2% 43,000 6.0%
2004 171,168 5.1% -- N/A
2005 9,265 8.4% -- N/A
2006 10,006 8.1% -- N/A
Thereafter 1,457,693 9.0% -- N/A
---------------- ----------------- -------------- -------------
Total $1,670,778 8.5% $43,000 8.2%
================ ================= ============== =============

Fair Value at 3/31/02 $1,668,010 $43,000
================ ==============

Upon the issuance in February 2002 of $200 million aggregate principal amount of
9.13% senior unsecured notes due 2011, we reduced the borrowings under our
senior secured credit agreement by $195.0 million. At that time, we converted
some swap agreements to non-hedging derivatives. As a result of this financing,
we redesignated some swap agreements as non-hedging derivatives. These swap
agreements had notional principal amounts of approximately $200 million and were
originally designated to hedge variable rate borrowings under our senior secured
credit facility that were repaid. We recognized a $4.7 million loss when this
amount was transferred out of accumulated other comprehensive income because the
debt being hedged was repaid.

As of March 31, 2002, we had three swap agreements with notional principal
amounts totaling $300 million. All of these swap agreements have been converted
to non-hedging derivatives. The swap agreements effectively fix the 30-day LIBOR
between 4.77% and 6.4%. The swap agreements expire between December 2002 and
July 2003. For the three months ended March 31, 2002 and 2001, we have made net
payments of approximately $2.9 million and $0.1 million, respectively.

In anticipation of the August 1999 completion of our mortgage-backed secured
facility, we entered into two separate hedge transactions during July 1999. Upon
completion of the secured facility, we terminated the underlying treasury lock
agreements, resulting in a net payment to us of $5.1 million. This amount was
deferred and is being recognized as a reduction to interest expense over the
life of the underlying debt. As a result, the effective interest rate on the
secured facility is 7.76%.

Additionally, in anticipation of the August 1997 offering of $150 million
aggregate principal amount of our 8.75% senior subordinated notes due 2007, we
entered into separate hedge transactions during June and July 1997. Upon
completion of the subordinated notes offering, we terminated the underlying swap
agreements, resulting in a net payment to us of $836,000. This amount was
deferred and is being recognized as a reduction to interest expense over the
life of the underlying debt. As a result, the effective interest rate on the
subordinated notes is 8.69%.

As of March 31, 2002, 97.5% of our debt was fixed and our overall weighted
average interest rate was 8.52%.

Although we conduct business in Canada, the Canadian operations were not
material to our consolidated financial position, results of operations or cash
flows during the three months ended March 31, 2002 and 2001. Additionally,
foreign currency transaction gains and losses were not material to our results
of operations for the years ended March 31, 2002 and 2001. Accordingly, we were
not subject to material foreign currency exchange rate risk from the effects
that exchange rate movements of foreign currencies would have on our future
costs or on future cash flows we would receive from our foreign subsidiaries. To
date, we have not entered into any significant foreign currency forward exchange
contracts or other derivative financial instruments to hedge the effects of
adverse fluctuations in foreign currency exchange rates.

PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

Forward-Looking Statements

Information both included and incorporated by reference in this annual report on
Form 10-K may contain forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act, and as such may
involve known and unknown risks, uncertainties and other factors which may cause
our actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by such
forward-looking statements. Forward-looking statements, which are based on
certain assumptions and describe our future plans, strategies and expectations,
are generally identifiable by use of the words "may," "will," "should,"
"expect," "anticipate," "estimate," "believe," "intend" or "project" or the
negative of them or other variations of them or comparable terminology. Factors
that could have a material adverse effect on our operations and future prospects
include, but are not limited to:

. the current slowdown of the national economy;
. economic conditions generally and the real estate market specifically;
. the impact of the September 11, 2001 terrorist attacks or actual or
threatened future terrorist incidents;
. legislative/regulatory changes, including changes to laws governing
the taxation of REITs;
. availability of capital;
. interest rates;
. competition;
. supply and demand for hotel rooms in our current and proposed market
areas; and
. changes in general accounting principles, policies and guidelines
applicable to REITs.

These risks and uncertainties, along with the risk factors set forth in our
Annual Report on Form 10-K, as amended, for the year ended December 31, 2001
under "Risk Factors", should be considered in evaluating any forward-looking
statements contained in this Form 10-Q.

We undertake no obligation to update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise, other than
required by law.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
10.6 Form of Employment Agreement between MeriStar Hospitality Corporation
and Paul W. Whetsell (incorporated by reference to Exhibit 10.6 to
MeriStar Hospitality's Form -Q for the quarterly period ended March 31,
2002 filed with the Securities and Exchange Commission on May 15,
2002).
13 Unaudited Financial Statements of MeriStar Hospitality Corporation as
of March 31, 2002 and December 31, 2001 and for the three months ended
March 31, 2002 and 2001.
99 Consolidating Financial Information of MeriStar Hospitality Operating
Partnership, L.P.

(b) Reports on Form 8-K

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 thereunto duly authorized.

MeriStar Hospitality Operating Partnership, L.P.

Dated: May 15, 2002 /s/ JAMES A. CALDER
-----------------------------------------------
James A. Calder
Chief Accounting Officer