UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): April 7, 1998


                             CAPSTAR HOTEL COMPANY

            (Exact name of registrant as specified in its charter)



   Delaware                     1-12017                        52-1979383
- -------------------------------------------------------------------------------
(State or other         (Commission File Number)           (I.R.S. Employer
jurisdiction of                                            Identification No.)
incorporation)


1010 Wisconsin Avenue, N.W.,
        Suite 650
    Washington, D.C.                                             20007
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(Address of principal executive offices)                      (zip code)


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


                                Not applicable
- -------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)

 
Item 5. OTHER EVENTS

Attached hereto as Exhibits 99.1 and 99.2, respectively, are the financial 
statements for MeriStar Hotels & Resorts, Inc. ("OpCo") as of December 31, 1997
and 1996 and for each of the years in the three-year period ended December 31,
1997, and the financial statements for American General Hospitality, Inc. as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997.

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits

Exhibit
Number        Description of Exhibit
- -------       ----------------------
99.1          Balance sheets as of December 31, 1997 and 1996, Statements of
              Operations, Owners' Equity and Cash Flows for each of the years in
              the three-year period ended December 31, 1997 for OpCo with
              accompanying notes and Independent Auditors' Report.

99.2          Balance Sheets as of December 31, 1997 and 1996, Statements of
              Operations, Stockholders' Equity and Cash Flows for each of the
              years in the three-year period ended December 31, 1997 for
              American General Hospitality, Inc. with accompanying notes and
              Independent Auditors' Report.

 
                                  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.


Date:  April 7, 1998


                        CAPSTAR HOTEL COMPANY


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



                                 EXHIBIT INDEX

Exhibit
Number        Description of Exhibit
- -------       ----------------------
99.1          Balance sheets as of December 31, 1997 and 1996, Statements of
              Operations, Owners' Equity and Cash Flows for each of the years in
              the three-year period ended December 31, 1997 for OpCo with
              accompanying notes and Independent Auditors' Report.

99.2          Balance Sheets as of December 31, 1997 and 1996, Statements of
              Operations, Stockholders' Equity and Cash Flows for each of the
              years in the three-year period ended December 31, 1997 for
              American General Hospitality, Inc. with accompanying notes and
              Independent Auditors' Report.