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                                               Filed Pursuant to rule 424 (b)(3)
                                               Registration No. 333-63768-01-74

PROSPECTUS SUPPLEMENT
(To Prospectus dated September 12, 2001)


               MeriStar Hospitality Operating Partnership, L.P.
                      MeriStar Hospitality Finance Corp.
                   Offer to Exchange $300,000,000 of their
                         9% Senior Notes Due 2008 and
                          $200,000,000 of their 9-1/8%
                            Senior Notes due 2011

                                 ____________

        This Prospectus Supplement supplements the Prospectus dated September
12, 2001 relating to the offer by MeriStar Hospitality Operating Partnership,
L.P. and MeriStar Hospitality Finance Corp. to exchange $300,000,000 aggregate
principal amount of their 9% Senior Notes due 2008 and $200,000,000 aggregate
principal amount of their 9-1/8% Senior Notes due 2011 for like amounts of their
existing 9% Senior Notes due 2008 and 9-1/8% Senior Notes due 2011.
                                 ____________

        INVESTING IN THESE SECURITIES INVOLVES CERTAIN RISKS.  SEE "RISK
FACTORS" BEGINNING ON PAGE 16 OF THE PROSPECTUS.
                                 ____________

            NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
           STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
             THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
               TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE
                       CONTRARY IS A CRIMINAL OFFENSE.


           This Prospectus Supplement is dated September 26, 2001.

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Recent Developments

        On September 21, 2001, MeriStar Hospitality Corporation, MeriStar
Hospitality Operating Partnership, L.P., FelCor Lodging Trust Incorporated,
FelCor Lodging Limited Partnership and FelCor Merger Sub, L.L.C. agreed to
terminate the merger agreement that they had previously entered into in
accordance with the terms of a termination agreement.  The termination
agreement is filed as an exhibit to the Current Report on Form 8-K filed by
MeriStar Hospitality Corporation on September 21, 2001.  Neither FelCor Lodging
Trust Incorporated, FelCor Lodging Limited Partnership nor any of their
subsidiaries will become co-obligors or guarantors of the notes offered by the
prospectus.

Supplemental Risk Factor

        In addition to the risk factors included in the prospectus, you should
carefully consider the following risk factor in deciding whether to participate
in the exchange offer.

        Acts of domestic terrorism have impacted our industry

        On September 11, 2001, acts of terrorism occurred in New York City and
Washington, D.C.  As a result, of these terrorist acts, there has been a
disruption in domestic and international travel.  These terrorist acts and
travel disruptions have resulted in decreased customer visitation to our
properties.  These terrorist acts and the travel disruptions may continue to
affect us, and may also adversely affect the already slowing economy, further
negatively impacting our results of operations.