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): October 1, 1998


                        MERISTAR HOTELS & RESORTS, INC.
             (Exact name of registrant as specified in its charter)


 
 
                                                
         DELAWAR                       1-14331                52-2101815
(State or other jurisdiction of    (Commission File   (IRS Employer Identification
        incorporation)                  Number)                 Number)
 


                          1010 Wisconsin Avenue, N.W.
                             Washington, D.C. 20007
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:   (202) 965-4455




                                   FORM 8-K/A

ITEM 5.   OTHER EVENTS

          On October 16, 1998, MeriStar Hotels & Resorts, Inc. (the "Company")
          reported on a current report on Form 8-K that its acquisition of
          certain assets of South Seas Properties Company Limited Partnership
          and certain affiliates (the "Acquired Assets") constituted an
          acquisition of a "significant amount of assets" as such concept is
          defined in Item 2 of Form 8-K and Sections 210.11-01(d), 210.11-01(b)
          and 210.3-05(b)(2)(ii) of Regulation S-X of the Securities Act of
          1933, as amended.

          Subsequently, it was determined that the acquisition by the Company of
          the Acquired Assets did not constitute a "significant amount of
          assets."  Therefore, the Company is filing this amendment to the
          current report on Form 8-K, dated October 1, 1998, and will not file
          the financial statements and pro forma information as previously
          stated.