SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

__________________

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

[ ] 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 0-27360

__________________

EXTENDED STAY AMERICA, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 36-3996573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

500 E. BROWARD BOULEVARD, FT. LAUDERDALE, FLORIDA 33394
(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 713-1600

__________________

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 that 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
------- -------

At April 30, 1996, the registrant had issued and outstanding an aggregate of
22,853,092 shares of common stock.

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EXTENDED STAY AMERICA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

MARCH 31, DECEMBER 31,
1996 1995
------------- -------------
(UNAUDITED) (1)

Current assets:
Cash and cash equivalents...................................... $104,010,918 $123,357,510
Refundable deposits............................................ 621,654 344,064
Supply inventories............................................. 291,266 92,817
Prepaid expenses............................................... 366,142 318,541
Other current assets........................................... 56,768 20,758
------------ ------------
Total current assets....................................... 105,346,748 124,133,690
------------ ------------
Property and equipment, net...................................... 51,658,313 18,205,537
Site deposits and preacquisition costs........................... 3,913,811 1,931,215
Deferred loan costs.............................................. 5,294,114 5,293,119
Other assets..................................................... 156,741 55,088
------------ ------------
$166,369,727 $149,618,649
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable................................................ $ 925,504 $ 670,708
Accrued salaries and related expenses........................... 67,855 271,230
Due to related parties.......................................... 71,845 133,149
Other accrued expenses.......................................... 440,612 691,117
Deferred revenue................................................ 330,856
Note payable.................................................... 630,200
------------ ------------
Total current liabilities................................... 1,836,672 2,396,404
------------ ------------

Commitments
Shareholders' Equity:
Preferred stock, $.01 par value, 10,000,000 shares authorized,
no shares issued and outstanding...............................
Common stock, $.01 par value, 200,000,000 shares authorized,
22,853,092 and 22,130,855 shares issued and
outstanding, respectively...................................... 228,531 221,309
Additional paid in capital...................................... 166,041,256 148,308,358
Accumulated deficit............................................. (1,736,732) (1,307,422)
------------ ------------
Total shareholders' equity.................................. 164,533,055 147,222,245
------------ ------------
$166,369,727 $149,618,649
============ ============
- - -----------

(1) Derived from audited financial statements

See notes to unaudited condensed consolidated financial statements

EXTENDED STAY AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED
--------------------------------
MARCH 31, 1996 MARCH 31, 1995
--------------- ---------------

Revenue:
Room revenue.......................................... $ 1,137,841
Other revenue......................................... 32,988
-----------
Total revenue..................................... 1,170,829
-----------

Cost and expenses:
Property operating expenses........................... 442,540
Corporate operating and property management expenses.. 1,580,655 $ 195,823
Site selection costs.................................. 823,733 52,778
Depreciation and amortization......................... 203,343
----------- -----------
Total costs and expenses.......................... 3,050,271 248,601
----------- -----------
Loss from operations.............................. (1,879,442) (248,601)
Interest income......................................... 1,450,132
----------- -----------
Net loss.......................................... $ (429,310) $ (248,601)
=========== ===========
Net loss per common share......................... $ (0.02) $ (0.02)
=========== ===========
Weighted average number of common
shares outstanding during the period............. 22,467,393 11,489,017
=========== ===========

See notes to unaudited condensed consolidated financial statements

EXTENDED STAY AMERICA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED
--------------------------------
MARCH 31, 1996 MARCH 31, 1995
--------------- ---------------

Cash flows from operating activities:
Net loss.................................................... $ (429,310) $(248,601)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization........................... 203,343
Write-off of site deposits and preacquisition costs..... 187,418
Changes in operating assets and liabilities............. 398,299 135,678
------------ ---------
Net cash provided by (used in) operating
activities.......................................... 359,750 (112,923)
------------ ---------
Cash flows from investing activities:
Acquisition of extended stay properties..................... (355,579)
Additions to property and equipment......................... (15,356,090) (281,301)
Payment for site deposits and preacquisition costs.......... (2,738,578) (120,086)
Refunds of deposits on property sites....................... 240,000
Payments for other assets................................... (60,746)
------------ ---------
Net cash used in investing activities................ (18,270,993) (401,387)
------------ ---------
Cash flows from financing activities:
Additions to deferred loan costs............................ (21,698)
Additions to prepaid registration costs..................... (52,035)
Proceeds from related party loans........................... 521,031
Payment of note payable..................................... (630,200)
Payments of initial public offering costs................... (731,416)
------------ ---------
Net cash (used in) provided by financing activities.. (1,435,349) 521,031
------------ ---------
(Decrease) increase in cash and cash equivalents.............. (19,346,592) 6,721
Cash and cash equivalents at beginning of period.............. 123,357,510
------------ ---------
Cash and cash equivalents at end of period.................... $104,010,918 $ 6,721
============ =========
Noncash investing and financing transactions:
Issuance of common stock for acquisition of extended stay
properties................................................. $ 17,852,865
============
Capitalized or deferred items included in accounts payable
and accrued liabilities.................................... $ 654,639 $ 454,178
============ =========

See notes to unaudited condensed consolidated financial statements

EXTENDED STAY AMERICA, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1996

NOTE 1 -- BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements are
unaudited and include the accounts of Extended Stay America, Inc. and
subsidiaries (the "Company"). All significant intercompany accounts and
transactions have been eliminated in consolidation.

These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and the
instructions of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

The condensed consolidated balance sheet data at December 31, 1995 was
derived from audited financial statements, but does not include all disclosures
required by generally accepted accounting principles.

In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three-month period ended March 31, 1996 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1996. For further information, refer to the financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1995.

Certain previously reported amounts have been reclassified to conform
with the current period's presentation.

NOTE 2 -- NET LOSS PER COMMON SHARE

The net loss per common share amount in the statement of operations for
the three months ended March 31, 1996 has been computed in accordance with
Accounting Principles Board Opinion (APB) No. 15. The net loss per common share
amount for the three months ended March 31, 1995 has been computed in
accordance with a Staff Accounting Bulletin (SAB) of the Securities and
Exchange Commission. According to the SAB, equity securities, including stock,
warrants, options and other potentially dilutive securities, issued within a
twelve-month period prior to an initial public offering of common stock must be
treated as common stock equivalents when computing earnings per share for all
periods presented if the issue price of the common stock or the exercise price
of the warrants, options or other potentially dilutive securities is
substantially less than the initial public offering price, including loss years
where the impact of the incremental shares is anti-dilutive. As permitted by the
SAB, the treasury stock method has been used in determining the weighted
average number of shares of common stock outstanding during the period
presented.

NOTE 3 -- ACQUISITION OF EXTENDED STAY PROPERTIES

On January 26, 1996, the Company acquired an existing extended stay
property from Apartment/Inn, L.P. for approximately $8,324,000 which was paid
for by the issuance of 293,629 shares of common stock plus the payment of
related expenses of $106,000 in cash.

On February 23, 1996, the Company acquired two existing extended stay
properties from Hometown Inn I, LTD and Hometown Inn II, LTD for approximately
$9,603,000 which was paid for by the issuance of 428,608 shares of common stock
and $75,000 in cash plus the payment of related expenses of $175,000 in cash.

These acquisitions were accounted for using the purchase method of
accounting and, accordingly, the results of operations of the properties are
included in the unaudited condensed consolidated statement of operations from
the date of acquisition.

The following unaudited pro forma condensed consolidated statements of
operations are presented as if the acquisition of the above properties and the
related issuances of shares of common stock had occurred on January 9, 1995 (the
date of inception of the Company). The statement for 1995 also is presented as
if the acquisition of the Marietta, Georgia extended stay lodging facility in
August 1995 had occurred on January 9, 1995 and reflects

estimated incremental expenses to operate as a publicly held company as if it
were publicly held on the date of inception.

PRO FORMA FOR THE
PRO FORMA FOR THE PERIOD FROM
THREE MONTHS ENDED JANUARY 9, 1995 (INCEPTION)
MARCH 31, 1996 THROUGH MARCH 31, 1995
------------------- ----------------------------

Total revenue................ $ 1,644,863 $ 1,186,014
Total costs and expenses..... 3,297,473 1,262,778
----------- -----------
Loss from operations....... (1,652,610) (76,764)

Interest income.............. 1,450,132 __________
-----------
Net loss................... $ (202,478) $ (76,764)
=========== ===========
Net loss per common share.. $(0.01) $ (0.01)
=========== ===========
Weighted average........... 22,853,092 12,493,366
=========== ===========

NOTE 4 -- RELATED PARTY LEASES

In the quarter ended March 31, 1996, the Company entered into (i) a 10-year
lease for a suite at Joe Robbie Stadium for a base rental of $115,000 per year,
subject to certain additional charges and periodic escalation, and (ii) a 3-year
lease for a suite at Homestead Motor Sports Complex for a base rental of $53,250
per year, subject to certain additional charges. The Chairman of the Company's
Board of Directors owns Joe Robbie Stadium and has an approximately 50% interest
in Homestead Motor Sports Complex.

NOTE 5 -- SUBSEQUENT EVENTS

Subsequent to March 31, 1996, the Company executed two purchase agreements
for the acquisition of two lodging facilities, each of which is subject to
certain terms and conditions. In addition, the Company received a commitment for
a new mortgage facility which is expected to provide up to $300 million in
mortgage financing, subject to certain conditions and limitations, for completed
facilities. The Company expects that upon completion of this new mortgage
facility, it will reduce the size of the existing mortgage facility to $100
million.

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

AND RESULTS OF OPERATIONS

GENERAL

The Company was organized in January 1995 to develop, own, and manage
extended stay lodging facilities. The Company began construction of its first
lodging facility in Spartanburg, South Carolina on February 1, 1995. This
facility was completed and commenced operations in August 1995. The Company's
activities during the quarter ended March 31, 1995 consisted of corporate
organization, site selection, and site development. The Company did not have
operating facilities or other revenue sources during the quarter ended March 31,
1995.

As of March 31, 1996 the Company had 5 operating facilities, 17 facilities
under construction, and options to purchase 64 sites for development in 23
states. The Company expects to complete the construction of the facilities
currently under construction and to commence construction on the majority of
these sites under option during 1996. There can be no assurances, however, that
the Company will complete the acquisition of the sites under option or, if
acquired, commence construction during 1996 and the Company's ability to do so
may be materially impacted by various factors including zoning, permitting, and
environmental due diligence issues and weather-induced construction delays.

Although the Company expects that the construction and development of new
extended stay lodging facilities will be its primary means of expansion, the
Company has also made, and may continue making, acquisitions of existing
extended stay facilities or other properties that are suitable for conversion
to the extended stay concept.

During the quarter ended March 31, 1996, the Company acquired three
operating facilities (two in Norcross, GA and one in Riverdale, GA) and
commenced construction on eight additional facilities. On January 26, 1996, the
Company acquired substantially all of the assets of Apartment/Inn, L.P. which
owned and operated a 196-room economy extended stay lodging facility in
Norcross, Georgia. In consideration for the acquisition, the Company issued an
aggregate of 293,629 shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock. On February 23, 1996, the Company acquired
substantially all of the assets of Hometown Inn I, LTD and Hometown Inn II, LTD
which owned and operated a 130-room economy extended stay lodging facility in
Norcross, Georgia and a 144-room economy extended stay lodging facility in
Riverdale, Georgia. In consideration for the acquisition, the Company issued an
aggregate of 428,608 shares of Common Stock and paid an additional $75,000 in
cash. These acquisitions were accounted for using the purchase method of
accounting.

On April 23, 1996, the Company entered into an agreement to acquire
substantially all of the assets of American Apartmen-Tels Investors II, L.P.
which owns and operates a 59-room economy extended stay lodging facility in
Lenexa, Kansas, for a purchase price of approximately $3.3 million in cash.
This purchase includes adjacent land on which the Company intends to build a
new 60-room economy extended stay lodging facility. On May 1, 1996, the Company
also entered into an agreement to acquire from Kipling Hospitality Enterprises
Corporation a 145-room traditional lodging facility located in Lakewood,
Colorado, which the Company intends to remodel and convert to the economy
extended stay format. The purchase price will be approximately $3.0 million,
which the Company expects to pay by delivering shares of Common Stock. The
Company will account for these acquisitions using the purchase method of
accounting. Consummation of these proposed acquisitions is subject to a number
of conditions.

RESULTS OF OPERATIONS

PROPERTY OPERATIONS

The Company did not have operating facilities during the quarter ended
March 31, 1995. The Company began the quarter ended March 31, 1996 with two
operating facilities and acquired three additional operating facilities during
that quarter. During the period owned by the Company, these properties realized
average occupancy of 90% and average weekly room rates of $198 during the
quarter ended March 31, 1996.

The properties recognized total room revenue of $1,137,841 and other
revenues, consisting of telephone and vending revenues which vary based on
occupancy, of $32,988 during the quarter ended March 31, 1996. Property
operating expenses, consisting of all expenses directly allocable to the
operation of the properties, but excluding any allocation of corporate operating
expenses and depreciation, were $442,540 or 37.8% of total revenues. Property
operating expenses include primarily salaries and wages, telephone, utilities,
property taxes, insurance, maintenance, and supply costs.

Depreciation of the cost of the facilities in the amount of $193,113 was
provided using the straight-line method over the estimated useful lives of the
properties. The provision for the quarter ended March 31, 1996 reflects a pro-
rata allocation of the annual depreciation charge for the period for which the
properties were in operation.

CORPORATE OPERATIONS

Corporate operating and property management expenses include all expenses not
directly related to the development or operation of facilities. Expenses of
$1,580,655 for the quarter ended March 31, 1996 and $195,823 for the quarter
ended March 31, 1995 consist primarily of personnel expenses, professional and
consulting fees, and related travel expenses. The increase in corporate
operating and property management expenses for the quarter ended March 31, 1996
as compared with the quarter ended March 31, 1995 reflects an increase in
personnel and related expenses in connection with the Company's increased level
of operating properties and site development. The total amount of these
expenses will increase in the future with the development of additional
facilities.

Site selection costs of $823,733 for the quarter ended March 31, 1996 and
$52,778 for the quarter ended March 31, 1995 consist of real estate and
construction personnel costs which are not directly related to a site that will
be developed by the Company, along with expenditures made to third parties for
services and costs related to the investigation of such sites. The increase in
these costs for the quarter ended March 31, 1996 as compared with the quarter
ended March 31, 1995 reflects the increased level of sites under development.
These costs will continue in the future and could increase depending on the rate
of expansion because the Company's development personnel must evaluate numerous
potential sites in an effort to identify sites meeting the Company's standards.

Depreciation and amortization in the amount of $10,230 were provided during
the quarter ended March 31, 1996 using the straight-line method over the
estimated useful lives of the assets for assets not directly related to the
operation of the facilities, including primarily organization costs and office
furniture and equipment. These assets were acquired subsequent to March 31,
1995 and therefore no provision for depreciation and amortization was made for
the quarter ended March 31, 1995.

The Company realized $1,450,132 of interest income during the quarter ended
March 31, 1996 which was primarily attributable to the short-term investment of
funds received from the initial capitalization of the Company in the third
quarter of 1995 and the consummation of the Company's initial public offering of
Common Stock and a concurrent offering of Common Stock to the Company's then
existing shareholders on December 19, 1995. There were no funds held for
investment by the Company during the quarter ended March 31, 1995.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash balances of $104,010,918 as of March 31, 1996 compared to
$123,357,510 as of December 31, 1995. Substantially all of the cash balances as
of December 31, 1995 and March 31, 1996 were invested in an overnight sweep
account with a commercial bank which invests in short-term, interest bearing
reverse repurchase agreements for U.S. government securities. The market value
of the securities held pursuant to the agreements approximates the carrying
amount. In consideration for the three existing facilities acquired by the
Company in the quarter ended March 31, 1996, the Company issued Common Stock
valued at approximately $17.9 million and paid cash, including the payment of
related expenses of approximately $356,000. In addition, approximately $15.4
million was used to acquire land and develop and furnish the 17 sites under
construction during the quarter. This compares to approximately $281,000 used
to develop one property during the first quarter of 1995. A total of
approximately $2.7 million, less refunds of site deposits of $240,000, was used
for site deposits and preacquisition costs in the three months ended March 31,
1996, compared to approximately $120,000 used for such costs in the comparable
prior year period.

During the quarter ended March 31, 1996, the Company repaid outstanding
indebtedness of $630,200 under a note issued in connection with the purchase of
land for development. This note was due January 2, 1996 and was repaid from the
Company's cash balances. During the first quarter of 1996, the Company also
made payments of approximately $731,000 for initial public offering costs.
During the first quarter of 1995, the Company received proceeds from related
party loans of approximately $521,000.

The Company expects to finance the construction and development of its lodging
facilities principally with its cash balances and with loans under mortgage
facilities. The Company has an existing mortgage facility (the "Existing
Mortgage Facility") which provides for up to $200 million in loans, subject to
certain conditions and limitations, for facilities after completion of
construction. The Company has also received a commitment for a new

mortgage facility which is expected to provide up to $300 million in mortgage
financing, subject to certain conditions and limitations, for completed
facilities. The Company expects that upon completion of this new mortgage
facility, it will reduce the size of the Existing Mortgage Facility to $100
million.

The Company in the future may seek to increase the amount of its credit
facilities, negotiate additional credit facilities, or issue corporate debt
instruments. Any debt incurred or issued by the Company may be secured or
unsecured, with a fixed or variable interest rate, and may be subject to such
terms as the Board of Directors of the Company deems prudent. The Company
expects that it will need to procure additional financing over time, although
there can be no assurance that such financing will be available when needed.

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board ("FASB") has issued Statement No. 121
("SFAS 121") "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of". This statement requires the Company to
identify properties for which it has committed to an exit plan or which may be
otherwise impaired. The fixed assets for such properties must be written down
to fair market value. The Company anticipates that the adoption of SFAS 121,
required for fiscal years beginning after December 15, 1995, will not result in
a reduction of net fixed assets or an increase in expenses in the fiscal year
1996 statement of operations.

The FASB has also issued Statement No. 123 ("SFAS 123") "Accounting for Stock-
Based Compensation", effective for fiscal years beginning after December 15,
1995. Under SFAS 123, companies are encouraged but not required to recognize
compensation expense for grants of stock, stock options, and other equity
instruments to employees based on fair value accounting rules. Companies that
choose not to record compensation expense under the new rules will be required
to disclose pro forma net income and earnings per share under the new method.
The Company has not yet determined the financial statement impact of SFAS 123
and has elected not to recognize the impact of this pronouncement in its fiscal
1995 statement of operations, but will disclose as required in the fiscal 1996
financial statements on a pro forma comparative basis the effect of SFAS 123 on
net income and earnings per share.

PART II

OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K

(a) EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE+
------- ---------------------- -----

2.2* Agreement to Purchase Hotel and related agreements dated January 24, 1996
between the Company and John W. Baker and Apartment/Inn, L.P.

2.3** Agreement to Purchase Hotel and related agreements dated February 23, 1996
among ESA 0992, Inc., ESA 0993, Inc., Hometown Inn I, LTD, and Hometown
Inn II, LTD

2.4 Agreement to Purchase Hotel and related agreements dated May 1, 1996 among
ESA Properties, Inc., Kipling Hospitality Enterprises Corporation, and
J. Craig McBride

10.3 Amended and Restated 1995 Employee Stock Option Plan of the Company

10.6 1995 Stock Option Plan for Non-Employee Directors of the Company, as amended

10.10 Amended and Restated 1996 Employee Stock Option Plan of the Company

10.11 Employment Agreement, dated as of March 18, 1996, between ESA Development,
Inc. and Harold E. Wright

10.13 Homestead Motorsports Complex Executive Suite License Agreement dated
February 14, 1996 among The Homestead Motorsports Joint Venture, Miami
Motorsports Joint Venture and the Company

10.14 Joe Robbie Stadium Executive Suite License Agreement dated March 18, 1996
between Robbie Stadium Corporation and the Company

10.15 Commitment letter for a mortgage facility between the Company and CS First
Boston Mortgage Capital Corporation

11.1 Statement re: Computation of Per Share Loss

27.1 Financial Data Schedule (for EDGAR filings only)
- - ------------
* Incorporated by reference to the corresponding exhibit to Post-Effective Amendment No. 1 to the
Company's registration statement on Form S-1, Registration No. 333-102.

** Incorporated by reference to the corresponding exhibit to Post-Effective Amendment No. 2 to the
Company's registration statement on Form S-1, Registration No. 333-102.

+ This information appears only in the manually signed copy of this report.

(b) REPORTS ON FORM 8-K

The Company filed a report on Form 8-K dated January 26, 1996 relating to
the consummation of the acquisition by the Company of the 196-room economy
extended stay lodging facility located in Norcross, Georgia owned by
Apartment/Inn, L.P. The Company incorporated by reference in such report the
financial statements of Apartment/Inn, L.P. and the Pro Forma Financial
Statements of Extended Stay America, Inc. and Subsidiaries and Acquired
Companies contained in Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (No. 333-102).

The Company filed a report on Form 8-K dated February 23, 1996 relating to
the consummation of the acquisition by the Company of the 130-room economy
extended stay lodging facility located in Norcross, Georgia and the 144-room
economy extended stay lodging facility located in Riverdale, Georgia owned by
Hometown Inn I, LTD and Hometown Inn II, LTD. The Company incorporated by
reference in such report the financial statements of Hometown Inn I, LTD and
Hometown Inn II, LTD and the Pro Forma Financial Statements of Extended Stay
America, Inc. and Subsidiaries and Acquired Companies contained in Post-
Effective Amendment No. 2 to the Company's Registration Statement on Form S-1
(No. 333-102).

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, on May 8, 1996.

EXTENDED STAY AMERICA, INC.

/s/ Robert A. Brannon
-----------------------------------
Robert A. Brannon
Senior Vice President,
Chief Financial Officer,
Secretary, and Treasurer
(Principal Financial Officer)

/s/ Gregory R. Moxley
-----------------------------------
Gregory R. Moxley
Vice President--Finance and
Controller
(Principal Accounting Officer)