SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [X]

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Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-12

Suburban Lodges of America, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

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[_] Fee paid previously with preliminary materials.

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SUBURBAN LODGES OF AMERICA, INC.
300 Galleria Parkway
Suite 1200
Atlanta, Georgia 30339

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 17, 2001

The Annual Meeting of Shareholders of Suburban Lodges of America, Inc. (the
"Company") will be held on May 17, 2001, at 10:00 a.m. at The Cobb Galleria
Centre, Room 119, Two Galleria Parkway N.W., Atlanta, GA 30339, for the purposes
of considering and voting upon the following matters which are described in the
attached Proxy Statement:

1. The election of two directors whose terms will expire in 2004;
and

2. Such other matters as may properly come before the meeting or any
adjournment thereof.

Only shareholders of record at the close of business on March 29, 2001, the
record date fixed by the Board of Directors, will be entitled to notice of and
to vote at the meeting or any adjournment thereof.

A Proxy Statement and a Proxy solicited by the Board of Directors are
enclosed herewith. Please sign, date and return the Proxy promptly in the
enclosed business reply envelope. The proxy may be revoked at any time prior to
exercise, and if you attend the meeting you may withdraw your Proxy at that time
and vote in person.

By Order of the Board of Directors,

Kevin R. Pfannes
Secretary

April 10, 2001

- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING IN PERSON, PLEASE VOTE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY/VOTING INSTRUCTION CARD PROMPTLY IN
THE ENCLOSED BUSINESS REPLY ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
- --------------------------------------------------------------------------------

SUBURBAN LODGES OF AMERICA, INC.
300 Galleria Parkway
Suite 1200
Atlanta, Georgia 30339
_________________

PROXY STATEMENT

ANNUAL MEETING - MAY 17, 2001

Shareholders' Meeting

This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors of Suburban Lodges of America, Inc. (the
"Company") for use at the Annual Meeting of Shareholders of the Company to be
held at The Cobb Galleria Centre, Room 119, Two Galleria Parkway N.W., Atlanta,
Georgia 30339 on May 17, 2001, at 10:00 a.m. and any adjournment thereof, for
the purposes set forth in the accompanying notice of the meeting. It is
anticipated that this Proxy Statement and the accompanying Proxy will first be
mailed to shareholders on or about April 10, 2001.

Revocation of Proxies

Any Proxy given pursuant to this solicitation may be revoked by any
shareholder who attends the meeting and gives written notice of his or her
election to vote in person, without compliance with any other formalities. In
addition, any Proxy given pursuant to this solicitation may be revoked prior to
the meeting by delivering an instrument revoking it or a duly executed Proxy
bearing a later date to the Secretary of the Company. If the Proxy is properly
completed and returned by the shareholder and is not revoked, it will be voted
at the meeting in the manner specified thereon. If the Proxy is returned but no
choice is specified thereon, it will be voted "FOR" the persons named below as
the nominees for the Board of Directors under the caption "Proposal No. 1 -
Election of Directors" and for Proposal No. 2 relating to the transaction of
such other business as may lawfully come before the meeting.

Costs of Solicitation

The expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be paid by the Company. Copies of
solicitation materials may be furnished to banks, brokerage houses and other
custodians, nominees and fiduciaries for forwarding to beneficial owners of
shares of the Company's common stock, par value $0.01 per share (the "Common
Stock"), and normal handling charges may be paid for such forwarding service. In
addition to solicitations by mail, directors and regular employees of the
Company may solicit Proxies in person or by telephone.

Beneficial Ownership of Securities and Voting Rights

There are 12,003,570 shares of Common Stock of the Company outstanding and
entitled to vote as of the record date, March 29, 2001. Holders of Common Stock
are entitled to one vote per share on all matters voted on by shareholders,
including the election of directors.

Voting Securities and Principal Holders. The following table sets forth
certain information regarding the beneficial ownership of Common Stock by (i)
each director of the Company; (ii) each named executive officer of the Company;
(iii) all directors and executive officers of the Company as a group; and (iv)
each person known to the Company to beneficially own more than five percent (5%)
of

the outstanding Common Stock. Unless otherwise indicated, all shares are owned
directly and the indicated person has sole voting and dispositive power. The
number of shares represents the number of shares of Common Stock the person
holds as of March 29, 2001, unless otherwise indicated.

Name of Number of Shares Percent
Beneficial Owner/(1)/ Owned Beneficially of Class/(11)/
- ----------------------------------------------- -------------------------------- -------------------

David E. Krischer/(2)/ 2,850,437 23.6%

Dimensional Fund Advisors/(3)/ 1,024,500 8.5%

WR Investment Partners Small Cap Corp./(4)/ 779,300 6.5%

SAFECO Corporation/(5)/ 734,900 6.1%

J. P. Morgan Chase & Co./(6)/ 619,820 5.2%

Dan J. Berman/(7)/ 134,265 1.1%

Paul A. Criscillis, Jr./(7)/ 43,334 *

James R. Kuse/(8)/ 28,290 *

Michael McGovern/(8)/ 423,838 3.5%

Kevin R. Pfannes/(7)/ 36,461 *

Gregory C. Plank/(9)/ 21,884 *

John W. Spiegel/(8)/ 19,322 *

All Directors and Executive
Officers as a Group (eleven persons)/(10)/ 3,700,993 30.0%

____________________________________________________________________
* Represents less than one percent of the outstanding Common Stock.

(1) Unless otherwise indicated, the address of the persons named above is care
of Suburban Lodges of America, Inc., 300 Galleria Parkway, Suite 1200,
Atlanta, Georgia 30339.

(2) Includes options to purchase 100,000 shares, which are exercisable within
60 days of March 29, 2001, 117 shares held in an individual retirement
account for the benefit of Mr. Krischer's spouse, 117 shares held in an
individual retirement account for the benefit of Mr. Krischer's daughter,
and 550,000 shares held by Parrotts Cove Associates, L.P., a limited
partnership of which Mr. Krischer is the general partner.

(3) The address of Dimensional Fund Advisors, a Delaware corporation, is 1299
Ocean Avenue, 11th Floor, Santa Monica, CA 90401. Share information is as
of December 31, 2000, based upon a Schedule 13G filed with the Securities
and Exchange Commission on February 2, 2001. The shares are reported as
owned by investment companies and certain group trusts and separate
accounts to whom the reporting entity provides investment advice and
management services. Dimensional Fund Advisors disclaims beneficial
ownership of the shares.

(4) Share information is based on a Schedule 13D filed with the Securities and
Exchange Commission on April 12, 1999. The Company believes that such
information is still accurate as of March 29, 2001. The address of WR
Investment Partners Small Cap Corp., a New Jersey corporation, is P. O. Box
1975, 330 South Street, Morristown, NJ 07962-1975. E. Burke Ross, Jr. is
reported as the sole shareholder of the reporting corporation.

(5) SAFECO Corporation's address is SAFECO Plaza, Seattle, Washington 98185.
Share information is as of December

31, 2000, based upon a Schedule 13G amendment filed with the Securities and
Exchange Commission on January 23, 2001, in which SAFECO Corporation,
SAFECO Asset Management Company, 601 Union Street, Suite 2500, Seattle,
Washington 98101 and SAFECO Resource Series Trust, 10865 Willows Rd NE,
Redmond, Washington 98052, jointly report shared voting and dispositive
power as to these shares. SAFECO Corporation and SAFECO Asset Management
Company disclaim beneficial ownership of the shares. Each of SAFECO
Corporation and SAFECO Asset Management Company reports that it has filed
the statement because it is considered an indirect beneficial owner of the
shares based on its ownership or control of SAFECO Resource Series Trust.

(6) The address of J. P. Morgan Chase & Co., a Delaware corporation, is 270
Park Avenue, New York, NY 10017. Share information is as of December 31,
2000, based upon a Schedule 13G filed with the Securities and Exchange
Commission on February 9, 2001. The shares are reported as owned by other
persons known to have one or more of the following with respect to the
shares: the right to receive or the power to direct the receipt of
dividends; the right to receive or the power to direct the receipt of sale
proceeds.

(7) Includes options to purchase 33,334 shares, which are exercisable within 60
days of March 29, 2001.

(8) Includes 1,632 shares of restricted Common Stock upon which the
restrictions lapse within 60 days of March 29, 2001, and options to
purchase 7,500 shares, which are exercisable within 60 days of March 29,
2001.

(9) Includes options to purchase 20,834 shares, which are exercisable within 60
days of March 29, 2001.

(10) Based on 12,003,570 shares of Common Stock outstanding on March 29, 2001,
as adjusted for shares of restricted Common Stock upon which the
restrictions lapse within 60 days of March 29, 2001, and shares subject to
options exercisable within 60 days of March 29, 2001.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

The Articles of Incorporation and the Bylaws of the Company provide that
the Board of Directors shall consist of not less than two but not more than nine
directors. Currently, there are five directors, three of whom are independent
directors. The Board of Directors is divided into three classes of directors
serving staggered three-year terms. Two directors are to be elected at the
meeting for three-year terms expiring in 2004. The Board has nominated Messrs.
James R. Kuse and Michael McGovern for re-election to three-year terms. After
the re-election of Messrs. Kuse and McGovern at the meeting, the Company will
have five directors, including the three directors whose present terms currently
extend beyond the meeting. Information about Messrs. Kuse and McGovern and the
continuing directors is set forth below.

Each Proxy executed and returned by a shareholder will be voted as
specified thereon by the shareholder. If no specification is made, the Proxy
will be voted for the re-election of Messrs. Kuse and McGovern. In the event
that either of Messrs. Kuse or McGovern withdraws as a nominee or for any reason
is not able to serve as a director, the Proxy will be voted for such other
person as may be designated by the Board of Directors as a substitute nominee,
but in no event will the Proxy be voted for more than two nominees. Management
of the Company believes that both Messrs. Kuse and McGovern will serve if
elected.

Directors are elected by a plurality of the votes cast by the holders of
the shares entitled to vote in an election at a meeting at which a quorum is
present. A quorum is present when the holders of a majority of the voting shares
outstanding on the record date are present at a meeting in person or by proxy.
Abstentions and broker non-votes will be included in determining whether a
quorum is present at a meeting, but will not have an effect on the outcome of a
vote for directors.

Information about the Nominees and the Continuing Directors

The following information has been furnished by the nominees and the
continuing directors. Except as otherwise indicated, the nominees and the
continuing directors have been or were engaged in their present or last
principal employment, in the same or a similar position, for more than five
years.

Name (Age) Information About the Nominees
- ---------- ------------------------------

Nominees for Director Whose Terms Will Expire in 2004
- -----------------------------------------------------

James R. Kuse (70) Mr. Kuse has been a director of the Company since
May 1996. Since January 1985, he has served as the
Chairman of the Board of Directors of Georgia Gulf
Corporation, a chemical manufacturing company.
From February 1989 through February 1991, Mr. Kuse
also served as the Chief Executive Officer of
Georgia Gulf Corporation.

Michael McGovern (57) Mr. McGovern has been a director of the Company
since May 1996. Since 1975, Mr. McGovern has been
the President and a director of McGovern
Enterprises, Inc., a company that provides
corporate, financial and real estate advisory
services throughout the United States. Mr.
McGovern formerly served as a Director of Premier
Bancshares, Inc., and currently serves as a
Director of Bentley Pharmaceuticals, Inc.

Name (Age) Information About the Continuing Directors
- ---------- ------------------------------------------

Directors Whose Terms Will Expire in 2002
- -----------------------------------------

David E. Krischer (52) Mr. Krischer formed the Company in 1987 to develop
a national chain of economy extended stay hotels
and has served as its Chief Executive Officer
since inception. Mr. Krischer has over 18 years of
experience in real estate development, has been
involved in the hospitality industry for more than
13 years and served as the founding Chairman of
the Extended Stay Lodging Council, a division of
the American Hotel & Motel Association.

Dan J. Berman (36) Mr. Berman joined the Company in September 1993 as
its Vice President -Franchising and has been a
director since March 1996. Prior to joining the
Company, Mr. Berman practiced commercial law in
New York City with the firm Young and Young from
September 1990 to May 1993.

Director Whose Term Will Expire in 2003
- ---------------------------------------

John W. Spiegel (60) Mr. Spiegel became a director of the Company in
May 1996. Mr. Spiegel served as Executive Vice
President and Chief Financial Officer of SunTrust
Banks, Inc. from 1985 until November 2000, and
presently serves as Vice Chairman and Chief
Financial Officer of SunTrust Banks, Inc. Mr.
Spiegel is also a member of the Board of Directors
of Rock-Tenn Company.

Board Committees

There are three standing committees of the Board of Directors: the
Audit Committee, the Compensation Committee and the Executive Committee. The
Company has no standing nominating committee or other committee performing
similar functions.

Audit Committee. The Audit Committee consists of Messrs. Kuse, McGovern
and Spiegel. The Audit Committee will make recommendations concerning the
engagement of independent public accountants, review with the independent public
accountants the plans and results of the audit engagement, approve professional
services provided by the independent public accountants, review the independence
of the independent public accountants, consider the range of audit and non-audit
fees and review the adequacy of the Company's internal accounting controls. The
Audit Committee held one meeting during 2000. All three Committee members were
present for this meeting.

Compensation Committee. The Compensation Committee consists of Messrs.
McGovern and Kuse. The Compensation Committee determines compensation for the
Company's executive officers and administers the Company's 1996 Plan (as defined
below). The Compensation Committee held one meeting during 2000. Both Committee
members were present for this meeting.

Executive Committee. The Executive Committee consists of Messrs.
Krischer and McGovern. The Executive Committee did not hold any formal meetings
during 2000; however, its members met and conferred frequently on an informal
basis to discuss strategic matters affecting the Company.

Board Meetings

During 2000, the Board of Directors held five meetings. Mr. Kuse
attended four of these meetings. Each of the other members of the Board attended
all five meetings.

Compensation of Directors

The Company's non-employee directors receive directors' fees of $2,000
per Board meeting attended in person and $1,250 per Board meeting attended by
telephone, and all Directors are reimbursed for their out-of-pocket expenses
incurred in connection with their service on the Board of Directors. In
addition, all non-employee directors are entitled to participate in and receive
non-cash compensation through The Directors' Plan (as described below). Messrs.
Krischer and Berman receive no compensation for their service on the Board of
Directors other than reimbursement for their out-of-pocket expenses incurred in
connection with such service. Each committee chairperson is paid $2,000 per year
for his service in that capacity and there are no additional fees for attendance
at committee meetings held in conjunction with Board meetings.

The Directors' Plan provides for the grant of options to purchase
Common Stock and the award of Common Stock to non-employee directors. Provided
that a director remains a director of the Company, he or she is eligible to
receive, at the first Board meeting following the annual meeting of
shareholders, a grant of 1,500 options, exercisable for ten years on the earlier
of the first anniversary after the grant or the date of the next annual meeting
of shareholders. Options are exercisable, for cash, Common Stock, acceptable
cash equivalent or a combination acceptable to the administrator of The
Directors' Plan. Options are generally non-transferable. At the first Board
meeting following the annual meeting of shareholders, non-employee directors are
eligible to receive an award of shares of Common Stock that have a fair market
value of $10,000 (based on the closing Nasdaq market price on the date of such
meeting). A director is 100% vested with respect to the Common Stock award on
the earlier of the first anniversary of the award or the date of the next annual
meeting of shareholders, provided that the

director continues to serve as a director after the annual meeting. A director
has the right to vote and to receive dividends with respect to the awarded
stock, even if he or she is not vested. In the event of a change of control, all
restricted stock (other than restricted stock granted within six months of the
change of control) shall vest and all options granted under The Directors' Plan
shall become exercisable.

EXECUTIVE COMPENSATION AND OTHER BENEFITS

The following table sets forth certain information regarding the annual
compensation for services in all capacities to the Company and its predecessors
paid during the last three fiscal years to the Company's Chief Executive Officer
and the other four most highly compensated executive officers (with annual
salary and bonus in excess of $100,000). The Company has not entered into an
employment agreement with any of its officers or employees.

Summary Compensation Table

Long-Term
Compensation
Annual Compensation Awards
------------------------------------------- ------------------
Securities
Underlying
Name and Options/SARs All Other
Principal Position Year Salary Bonus (No. of Shares) Compensation (1)
- ---------------------------- --------- ---------------- ------------------- ------------------ --------------------

David E. Krischer.......... 2000 $ 340,385 $ 151,500 75,000 $ 2,656
Chairman of the Board and 1999 $ 302,500 $ 70,000 75,000 $ 2,500
Chief Executive Officer 1998 $ 270,000 $ 100,000 75,000 $ 2,478

Paul A. Criscillis, Jr. ... 2000 $ 169,846 $ 60,000 25,000 $ 872
Vice President and 1999 $ 154,154 $ 35,000 25,000 $ 1,159
Chief Financial Officer 1998 $ 57,692 $ 18,750 50,000

Gregory C. Plank .......... 2000 $ 170,000 $ 60,000 25,000 $ 460
President 1999 $ 79,615 $ 20,615 75,000
Dan J. Berman.............. 2000 $ 144,711 $ 45,500 25,000 $ 1,447
Vice President - 1999 $ 130,000 $ 32,206 25,000 $ 1,260
Franchising (Suburban 1998 $ 96,692 $ 56,639 25,000 $ 967
Lodge Brand)

Kevin R. Pfannes........... 2000 $ 144,711 $ 45,500 25,000 $ 1,341
Vice President and General 1999 $ 130,000 $ 23,000 25,000 $ 1,530
Counsel; Secretary 1998 $ 67,500 $ 158,000 25,000 $ 2,314

- -----------------------------
(1) The amounts shown in this column consist of contributions by the Company to
its 401(k) Savings Plan on behalf of the named executive officers.

Options Purchased and Granted in Last Fiscal Year

During 2000, the Company purchased from four of its executive officers
stock options to purchase an aggregate of 300,000 shares of its Common Stock.
These purchases were motivated by a desire to reduce the number of options
outstanding at a nominal cost ($0.01 per share). The Company purchased options
issued to David Krischer for 150,000 shares, to Dan Berman for 50,000 shares, to
Kevin Pfannes for 50,000 shares, and to Hunter Hilliard for 50,000 shares. The
options purchased have been canceled by the Company. For those executives listed
on the Summary Compensation Table, the purchase price of their options have been
included in each executives' Bonus. The following table provides certain
information about such purchased options.

Number of Market Price
Securities of Stock At Exercise Price At Length Of Original
Date of Underlying Date of Date of Purchase Term Remaining At
Name Purchase Options Purchase of Option Date of Purchase
---- -------- ------- -------- --------- ----------------

David E. Krischer............. 5/11/00 23,520 $6.125 $18.70 12 months
126,480 $6.125 $17.00 70 months
Dan J. Berman................. 5/11/00 50,000 $6.125 $17.00 70 months
Kevin R. Pfannes.............. 5/24/00 50,000 $5.500 $17.00 70 months
G. Hunter Hilliard............ 5/11/00 50,000 $6.125 $17.00 70 months

On December 18, 2000, the Company granted options as set forth in the
following table to the four Company executive officers named in the preceding
table. The options granted to Messrs. Krischer, Berman, Pfannes and Hilliard
were in the same amounts as granted to them in the 1998 and 1999 fiscal years.
In the view of the Compensation Committee the issuance of options to the named
executives in 2000 was unrelated to the purchase of options referenced in the
proceeding table which occurred more than six months prior to the new grants,
and were not viewed by the Committee as a repricing or reissuance of the
purchased options. The new options were granted at fair market value on the date
of issuance. The following table summarizes certain information regarding stock
options granted during 2000 to the Company's executive officers named in the
Summary Compensation Table and to Mr. Hilliard.

Individual Grants
------------------------------------------------------------
Potential Realizable
Number of Percent of Value at Assumed
Securities Total Options Annual Rates of Stock
Underlying Granted to Exercise or Price Appreciation for
Options Employees in Base Price Expiration Option Term
Name Granted(1) Year ($/Sh) Date 5% 10%
---- ------- ---- ------ ---- -- ---

David E. Krischer ..... 75,000 11.6% $5.875 12/18/2010 $277,100 $ 702,200
Dan J. Berman.......... 25,000 3.9% $5.875 12/18/2010 $ 92,400 $ 234,100
Paul A. Criscillis, Jr. 25,000 3.9% $5.875 12/18/2010 $ 92,400 $ 234,100
Kevin R. Pfannes....... 25,000 3.9% $5.875 12/18/2010 $ 92,400 $ 234,100
Gregory C. Plank....... 25,000 3.9% $5.875 12/18/2010 $ 92,400 $ 234,100
G. Hunter Hilliard..... 25,000 3.9% $5.875 12/18/2010 $ 92,400 $ 234,100

- ---------------------------
(1) All of the options have a term of ten years and vest one-third annually
beginning December 18, 2001.

Year-End Option Values

The following table provides certain information about the year-end
values of stock options held at December 31, 2000, by the Company's executive
officers named in the Summary Compensation Table. No options were exercised by
executive officers during 2000.

No. of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
Fiscal Year End At Fiscal Year End
---------------------------------- ------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
--------------- --------------- --------------- ---------------

David E. Krischer ......... 100,000 125,000 $ 1,563 $ 3,125
Dan J. Berman.............. 33,334 41,666 $ 521 $ 1,042
Paul A. Criscillis, Jr. ... 33,334 66,666 $ 521 $ 1,042
Kevin R. Pfannes........... 33,334 41,666 $ 521 $ 1,042
Gregory C. Plank........... 20,834 79,166 $ 521 $ 1,042

Change in Control Agreements

Each of the Company's eight executive officers has entered into
substantially similar "change in control agreements" with the Company. Pursuant
to the agreements, the officer will immediately vest in all unvested stock
options in the event of a "Change in Control" (as defined in the agreements).
The agreements also provide for certain benefits in the event of a termination
of employment under certain circumstances in connection with a Change in Control
of the Company. In general, each agreement provides benefits to the officer upon
an "involuntary termination" (essentially, termination without cause) or a
"voluntary termination" (essentially, resignation in the face of coercive
tactics) occurring within 24 months after or six months prior to the date of a
Change in Control. Upon any such termination, subject to certain limitations,
the officer will be entitled to receive the following benefits: (i) three times
the officer's then-current salary, paid in a lump sum amount discounted to
present value; (ii) three times the officer's average annual bonus for the
previous two years, paid in a lump sum amount discounted to present value; (iii)
continuation of health and life insurance for three years; (iv) three times the
annual value of the Company's contribution to its 401(k) retirement plan on the
officer's behalf, paid as a lump sum amount discounted to present value; and (v)
payment of up to $25,000 for outplacement services. The agreements place certain
limits on the amounts an individual officer can collect under the agreement.
Each of the agreements is for a rolling three-year term, such that the remaining
term is always three years, provided that each agreement automatically
terminates on the officer's 65th birthday. The Company may terminate any of such
agreements upon three years' notice.

REPORT OF COMPENSATION COMMITTEE

The compensation of the Company's executive officers is generally
determined by the Compensation Committee of the Board of Directors. The
Compensation Committee, which consists of two directors who are not officers or
employees of the Company, also grants stock options to executive officers. The
following report with respect to certain compensation paid or awarded to the
Company's executive officers during 2000 is furnished by the Compensation
Committee.

General Policies

The Company's compensation program is intended to enable the Company to
attract, motivate, reward, and retain the management talent required to achieve
corporate objectives in a highly competitive industry, and thereby increase
shareholder value. It is the Company's policy to provide incentives to its
senior management to achieve both short-term and long-term objectives. To attain
these objectives, the Company's policy is to provide a significant portion of
executive compensation in the form of at-risk,

incentive-based compensation, such as stock options. The Compensation Committee
believes that such a policy, which directly aligns the financial interests of
management with the financial interests of shareholders, provides the proper
incentives to attract, motivate, reward, and retain high quality management. In
determining the nature and amounts of compensation for the Company's executive
officers, the Compensation Committee takes into account all factors that its
considers relevant, including business conditions, both in the lodging industry
and generally, the Company's performance in light of those conditions, the
market rates of compensation for executives of similar backgrounds and
experience, and the performance of the specific executive officer.

To the extent it is able to do so, the Compensation Committee considers
the anticipated tax treatment to the Company and to the executives of various
payments and benefits. No current or anticipated compensation arrangements would
be subject to the $1 million deductibility limitation of Section 162(m) of the
Internal Revenue Code.

Cash Compensation

Cash compensation for executive officers consists of salary and cash
bonuses. Base salaries and cash bonuses for executive officers are determined by
a subjective assessment of responsibilities and position within the Company,
individual performance, and the Company's overall performance.

Stock Options

The Compensation Committee considers incentive compensation in the form
of stock options to be an integral and relatively large part of executive
compensation in particular and employee compensation generally. All options
granted (other than incentive stock options granted to a ten percent
shareholder) have an exercise price equal to the fair market value of the Common
Stock on the grant date.

Options are granted generally to executive officers upon commencement
of employment. Other option awards are made at the discretion of the
Compensation Committee. In exercising this discretion, the Compensation
Committee considers factors specific to each employee such as salary, position,
and responsibilities and the Company's performance with respect to those factors
such as the rate of the Company's development and growth, revenue growth, and
increases in the market value of the Company's Common Stock. Option grants
relating to recruiting and employment offers and special circumstances are
recommended by management.

Benefits

Executives are also eligible to participate in the Company's regular
employee benefit programs, including a 401(k) retirement savings plan, group
medical and dental coverage, group life insurance, group long-term disability
insurance, and other group benefit plans. Substantially all decisions with
respect to such benefits are made on a group basis, and no individual decisions
were made with respect to the executive officers during fiscal 2000.

Chief Executive Officer Compensation

David E. Krischer founded the Company in January 1987 and has been its
Chief Executive Officer since that time. Mr. Krischer's annual compensation was
determined by the Compensation Committee using the same criteria that were used
to determine compensation levels for other corporate officers and was based on
the Compensation Committee's assessment of Mr. Krischer's overall performance
and on information regarding compensation paid by similar companies. His
compensation has remained substantially the same over the period since the
Company conducted its initial public

offering (adjusted for differences in pay periods). The Compensation Committee
believes that Mr. Krischer's experience, dedication, and knowledge have been of
vital importance to the successful and ongoing growth of the operations of the
Company. No specific weighting was assigned to these factors.

Members of the Compensation Committee

James R. Kuse
Michael McGovern

REPORT OF AUDIT COMMITTEE

The Audit Committee is comprised of three independent members as
classified by the listing standards of the National Association of Securities
Dealers'. The Audit Committee acts under a written charter adopted and approved
by the Board of Directors in May of 2000. A copy of the Audit Committee Charter
is attached to this proxy statement as Appendix A.

The responsibilities of the Audit Committee include recommending to the
Board of Directors an accounting firm to be engaged as independent accountants.
In addition, the Audit Committee is responsible for recommending to the Board of
Directors that the financial statements be included in the Annual Report to
shareholders.

In keeping with its responsibilities, the Audit Committee has reviewed
and discussed the audited financial statements for the fiscal year ended
December 31, 2000, with management, and has discussed with Deloitte & Touche
LLP, the independent public accountants, the matters required to be discussed by
the Statement on Auditing Standards No. 61 (Communication with Audit
Committees). The Audit Committee has also received the written disclosures and
the letter from Deloitte & Touche LLP required by Independence Standards Board
Standard No. 1 (Independence Discussion with Audit Committees) and the Audit
Committee has discussed the independence of Deloitte & Touche LLP with that
firm.

Based on the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Committee
referred to above and in the Audit Committee Charter, the Committee recommended
to the Board of Directors that the audited consolidated financial statements of
the Company be included in the Annual Report on Form 10-K for the year ended
December 31, 2000, for filing with the Securities and Exchange Commission.

Members of the Audit Committee

James R. Kuse
Michael McGovern
John W. Spiegal

INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of the Audit Committee,
appoints each year the firm that will serve as the Company's independent public
accountants. The Board has appointed Deloitte & Touche LLP, which firm served as
independent public accountants for the Company during the past fiscal year, to
serve as such accountants for the current fiscal year. Such appointment is not
subject to ratification or other vote by the stockholders.

A representative of Deloitte & Touche LLP is expected to be present at
the Annual Meeting, with the opportunity to make a statement if he or she
desires to do so, and is expected to be available to respond to appropriate
questions.

The management of the Company plans to recommend to the Board of
Directors that Deloitte & Touche be selected to continue as the independent
public accountants for the Company for the current year. Fees for last year's
audit and the reviews of financial statements included in Forms 10-Q filed
during fiscal year 2000 were $136,750, and the Company paid Deloitte & Touche an
additional $217,871 for all other services rendered during fiscal year 2000.

SHAREHOLDER RETURN PERFORMANCE GRAPH

Set forth below is a line graph comparing cumulative total return among
the Company, the NASDAQ Stock Market-U.S. Index and Standard & Poor's
Corporation's Lodging-Hotel Index for the period beginning May 23, 1996, and
ending December 31, 2000.

COMPARISON OF 55 MONTH CUMULATIVE TOTAL RETURN*
AMONG SUBURBAN LODGES OF AMERICA, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE S & P LODGING-HOTELS INDEX

[GRAPH APPEARS HERE]

Cumulative Total Return
-----------------------------------------------
5/23/96 12/96 12/97 12/98 12/99 12/00

Suburban Lodges of America, Inc. 100.00 94.12 78.31 48.16 30.52 33.46
NASDAQ Stock Market (U.S.) 100.00 108.54 132.94 187.47 348.41 209.67
S&P Lodging--Hotels 100.00 89.55 125.30 102.01 102.00 82.50

* $100 INVESTED ON 5/23/98 IN STOCK OR ON 4/30/96
IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS
FISCAL YEAR ENDING DECEMBER 31.

*Assumes that the value of the investment in Company Common Stock was $100 on
May 23, 1996, and for each index was $100 on April 30, 1996, and that all
dividends were reinvested.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Pursuant to Section 16(a) of the Securities Exchange Act of 1934, each
executive officer, director and beneficial owner of 10% or more of the Company's
Common Stock is required to file certain forms with the Securities and Exchange
Commission. A report of beneficial ownership of the Company's Common Stock on
Form 3 is due at the time such person becomes subject to the reporting
requirement and a report on Form 4 or 5 must be filed to reflect changes in
beneficial ownership occurring thereafter. The Company believes that all filing
requirements applicable to its officers and directors were complied with in a
timely manner during 2000. The Company is not aware that any holder of more than
10% of the Company's Common Stock has not filed reports required under Section
16(a) on a timely basis.

PROPOSAL NO. 2. - OTHER MATTERS

Management of the Company knows of no matters other than those stated
above that are to be brought before the meeting. If any other matters should be
properly presented for consideration at the meeting, the designated proxies will
vote thereon in accordance with their best judgment.

Deadline for Shareholder Proposals for 2002 Annual Meeting

In order to be eligible for inclusion in the Company's Proxy Statement
and Proxies for the Company's 2002 Annual Meeting, proposals of shareholders
intended to be presented at that meeting must be received by the Company at its
principal executive offices on or before December 11, 2001. Unless the Company
is notified on or before February 25, 2002, of any other shareholder proposal
intended to be presented for action at the meeting, the proxies identified on
the Proxy Card may vote on such proposals at their discretion.

Available Information

The Company has filed an Annual Report on Form 10-K with the Securities
and Exchange Commission. A copy of such Annual Report on Form 10-K for the year
ended December 31, 2000, including the financial statements and the financial
statement schedules, but excluding exhibits, may be obtained, free of charge,
upon written request by any shareholder to: Suburban Lodges of America, Inc.,
300 Galleria Parkway, Suite 1200, Atlanta, Georgia 30339, Attention: Paul A.
Criscillis, Jr., Chief Financial Officer.

SUBURBAN LODGES OF AMERICA, INC.

April 10, 2001

APPENDIX A

SUBURBAN LODGES OF AMERICA, INC.
AUDIT COMMITTEE CHARTER

This charter governs the operations of Suburban Lodges' audit committee. The
Board of Directors shall review and reassess the charter at least annually and
review any changes to the charter with the audit committee.

Organization

The committee shall be appointed by the Board of Directors and shall consist of
at least three directors, each of whom is independent of Suburban Lodges'
management and the Company. Members of the committee shall be considered
independent if they have no relationship that, in the opinion of the Board of
Directors, may interfere with the exercise of their independence from management
and the Company. All committee members shall be financially literate, and at
least one member shall have accounting or related financial management
expertise, as such terms are interpreted in the business judgment of the Board
of Directors.

Statement of Policy

The audit committee shall provide assistance to the Board of Directors in
fulfilling its oversight responsibility to the shareholders, potential
shareholders, the investment community and others relating to the Company's
financial statements and the financial reporting process, the systems of
internal accounting and financial controls, and the annual independent audit of
the Company's financial statements. In so doing, it is the responsibility of the
committee to maintain free and open communication with the independent auditors
and management of the Company. In discharging its oversight role, the committee
is empowered to investigate any matter brought to its attention with full access
to all books, records, facilities and personnel of the Company and the power to
retain outside counsel, or other experts, for this purpose.

Responsibilities and Processes

Suburban Lodges' management is responsible for preparing the Company's financial
statements and the independent auditors are responsible for auditing those
financial statements.

The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the Board of Directors and report the
results of their activities to the Board of Directors. The committee should take
the appropriate actions to set the overall corporate "tone" for quality
financial reporting.

The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately accountable to
the Board of Directors and the audit committee, as representatives of the
Company's shareholders.

The committee shall have the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the independent auditors. The committee
shall discuss with the auditors their independence from management and the
Company and the matters included in the written disclosures required by the
Independence Standards Board.

The following shall be the principal recurring processes of the audit committee
in carrying out its oversight responsibilities:

. The committee shall discuss with the independent auditors the overall
scope and plans for their audit, including the adequacy of staffing
and compensations. Also, the committee shall discuss with management
and the independent auditors the adequacy and effectiveness of the
accounting and financial controls. Further, the committee shall meet
with the independent auditors to discuss the results of their
examination. At the committee's discretion, any such meeting with the
independent auditors may be conducted without management present.

. The committee shall review and discuss the interim financial
statements with management and the independent auditors prior to the
filing of the Company's Quarterly Report on form 10-Q. Also, the
committee shall discuss the results of the quarterly review and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards. The
chair of the committee may represent the entire committee for the
purpose of this review.

. The committee shall review and discuss with management and the
independent auditors the financial statements to be included in the
Company's Annual Report on Form 10-K, including their judgment about
the quality, not just acceptability, of accounting principles, the
reasonableness of significant judgments and the clarity of the
disclosures in the financial statements. Also, the committee shall
discuss the results of the annual audit and any other matters required
to be communicated to the committee by the independent auditors under
generally accepted auditing standards, particularly SAS 61,
"Communication with Audit Committees." The audit committee shall
recommend to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K.

. The committee shall submit minutes of audit committee meetings to, or
discuss the matters reviewed at the committee meetings with, the Board
of Directors.

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Shareholders
SUBURBAN LODGES OF AMERICA, INC.

May 17, 2001

Please Detach and Mail in the Envelope Provided

[X] Please mark your votes
as in this example.

WITHHOLD
FOR all AUTHORITY
nominees listed to vote for
to the right the nominee
Proposal 1. [_] [_] Nominees: James R. Kuse It is understood that this proxy confers discretionary
ELECTION OF Michael McGovern authority in respect to matters not known or
DIRECTORS: determined at the time of the mailing of the notice of
the meeting to the undersigned.
(INSTRUCTION: To withhold authority to vote for
any individual nominee, write the nomimee's name The undersigned hereby acknowledges receipt of the
in this space provided below.) Notice of Annual Meeting of Shareholders dated April
10, 2001 and the Proxy Statement furnished therewith.
________________________________________________
This proxy is revocable at or at any time prior to the
meeting.

PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY IN
THE ACCOMPANYING PREPAID ENVELOPE.

Signature __________________________________________ Date_______________ Signature if held jointly _______________________________
Date ______________

Note: (Signature(s) should be exactly as name or names appear on this proxy. If
stock is held jointly, each holder should sign. If signing is by an attorney,
executor, administrator, trustee or guardian, please give full title.)

COMMON STOCK
OF
SUBURBAN LODGES OF AMERICA, INC.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE 2001 ANNUAL MEETING OF SHAREHOLDERS.

The undersigned hereby appoints David E. Krischer and Dan J. Berman, or
either of them, with power of substitution to each, the proxies of the
undersigned to vote all of the undersigned's shares of the Common Stock of
Suburban Lodges of America, Inc. at the Annual Meeting of Shareholders of
SUBURBAN LODGES OF AMERICA, INC. to be held at 10:00 a.m. at The Cobb Galleria
Centre, Room 119, Two Galleria Parkway, NW, Atlanta, Georgia 30339, on May 17,
2001, and any adjournment thereof.

THE BOARD OF DIRECTORS FAVORS A VOTE "FOR" THE ELECTION OF THE BOARD NOMINEES,
AND, UNLESS INSTRUCTIONS TO THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED,
THE PROXY WILL BE SO VOTED.

(Continued on Reverse Side)