AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 22, 1997

REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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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 IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
450 EAST LAS OLAS BOULEVARD
FT. LAUDERDALE, FLORIDA 33301
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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STUDIO PLUS HOTELS, INC. 1995 STOCK INCENTIVE PLAN;
AND
STUDIO PLUS HOTELS, INC. 1995 NON-EMPLOYEE DIRECTORS'
STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLANS)

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COPIES TO:
ROBERT A. BRANNON D. MARK MCMILLAN, ESQ.
SENIOR VICE PRESIDENT, CHIEF FINANCIAL BELL, BOYD & LLOYD
OFFICER, SECRETARY AND TREASURER 70 WEST MADISON STREET
EXTENDED STAY AMERICA, INC. CHICAGO, ILLINOIS 60602
450 EAST LAS OLAS BOULEVARD (312) 372-1121
FT. LAUDERDALE, FLORIDA 33301
(954) 713-1600
(NAME, ADDRESS, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER UNIT (2) OFFERING PRICE FEE
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Common Stock, par value $.01 per 1,316,252
share........................... Shares $10.96 $14,426,121.92 $4,371.56
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(1) This registration statement also covers an indeterminate number of shares
of Common Stock which may be issuable under the antidilution and other
adjustment provisions of the respective plans pursuant to Rule 416(a) of
the Securities Act of 1933, as amended (the "Securities Act").
(2) This amount reflects an aggregate of 1,316,252 shares of Common Stock
which are issuable pursuant to options granted at a weighted average
exercise price of $10.96 per share under the following plans: the Studio
Plus Hotels, Inc. 1995 Stock Incentive Plan -- 1,242,620 shares; the
Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock Incentive Plan
-- 73,632 shares.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

Not required to be included herewith.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be included herewith.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.

This registration statement on Form S-8 relates to the registration of
shares of common stock of Extended Stay America, Inc. (the "Company"), par
value $.01 per share (the "Common Stock").

The Company incorporates herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission:

(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;

(2) The Company's Current Reports on Form 8-K dated January 16, 1997 (as
amended on Form 8-K/A dated January 16, 1997) and February 5, 1997; and

(3) The description of the Company's Common Stock set forth under the
caption "Description of Capital Stock" in the Company's registration
statement on Form S-1 (Reg. No. 33-98452), which description is
incorporated by reference in the Company's registration statement on Form
8-A filed on December 8, 1995 for the registration of the Common Stock
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including all amendments thereto.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all of
the securities offered hereby have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement, including financial statements,
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Inapplicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware authorizes the
Company to indemnify its directors and officers under specified circumstances.
The Restated Certificate of Incorporation and Bylaws of the Company provide
that the Company shall indemnify, to the extent permitted by Delaware law, its
directors and officers (and may indemnify its employees and agents) against
liabilities (including expenses, judgments, and settlements) incurred by them
in connection with any actual or threatened action, suit, or proceeding to
which they are or may become parties and which arises out of their status as
directors, officers, or employees.

The Company's Restated Certificate of Incorporation and Bylaws eliminate, to
the fullest extent permitted by Delaware law, liability of a director to the
Company or its stockholders for monetary damages for a breach of such
director's fiduciary duty of care except for liability where a director (a)
breaches his or her duty of loyalty to the Company or its stockholders, (b)
fails to act in good faith or engages in intentional misconduct or knowing
violation of law, (c) authorizes payment of an illegal dividend or stock
repurchase, or (d) obtains an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies such as injunctive
relief or rescission remain available. In addition, a director is not relieved
of his or her responsibilities under any other law, including the federal
securities laws.

The directors and officers of the Company are insured within the limits and
subject to the limitations of the policies, against certain expenses in
connection with the defense of actions, suits, or proceedings and certain
liabilities which might be imposed as a result of such actions, suits, or
proceedings, to which they are parties by reason of being or having been such
directors or officers.

Insofar as indemnification by the Company for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.

ITEM 8. EXHIBITS

The exhibits to this registration statement are listed in the Exhibit Index,
which appears elsewhere herein and is hereby incorporated by reference.

ITEM 9. UNDERTAKINGS

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(c)-(g) Inapplicable.

(h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the provisions described under Item 6 above or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer, or
controlling person of the Company in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

(i)-(j) Inapplicable.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF FT. LAUDERDALE, STATE OF FLORIDA, ON
APRIL 18, 1997.

Extended Stay America, Inc.

/s/ George D. Johnson, Jr.
By: _________________________________
George D. Johnson, Jr.
President and Chief Executive
Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints George D. Johnson,
Jr. and Robert A. Brannon, and each of them severally, acting alone and
without the other, his true and lawful attorney-in-fact with authority to
execute in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits thereto and other documents
therewith, any and all amendments (including post-effective amendments) to
this registration statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
registration statement as the aforesaid attorney-in-fact executing the same
deems appropriate.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON APRIL 18, 1997.

SIGNATURE TITLE
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PRINCIPAL EXECUTIVE OFFICER:

/s/ George D. Johnson, Jr. President and Chief Executive Officer
___________________________________________
George D. Johnson, Jr.

PRINCIPAL FINANCIAL OFFICER:

/s/ Robert A. Brannon Senior Vice President, Chief Financial
___________________________________________ Officer, Secretary, and Treasurer
Robert A. Brannon

PRINCIPAL ACCOUNTING OFFICER:

/s/ Gregory R. Moxley Vice President and Controller
___________________________________________
Gregory R. Moxley

SIGNATURE TITLE
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A MAJORITY OF THE DIRECTORS:

/s/ H. Wayne Huizenga Director
___________________________________________
H. Wayne Huizenga

Director
___________________________________________
Donald F. Flynn

/s/ George D. Johnson, Jr. Director
___________________________________________
George D. Johnson, Jr.

/s/ Stewart H. Johnson Director
___________________________________________
Stewart H. Johnson

/s/ John J. Melk Director
___________________________________________
John J. Melk

/s/ Peer Pedersen Director
___________________________________________
Peer Pedersen

EXTENDED STAY AMERICA, INC.

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Restated Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1, Registration No. 33-98452)
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement
on Form S-1, Registration No. 33-98452)
4.3 Specimen certificate representing shares of Common Stock
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1, Registration No. 33-98452)
4.4 Studio Plus Hotels, Inc. 1995 Stock Incentive Plan (incorporated
by reference to Exhibit 4.3 to Studio Plus Hotels, Inc.'s
("Studio Plus") Registration Statement on Form S-8, Registration
No. 333-09907)
4.5 Studio Plus Hotels, Inc. 1995 Non-Employee Directors' Stock
Incentive Plan (incorporated by reference to Exhibit 4.3 to
Studio Plus' Registration Statement on Form S-8, Registration No.
333-09923)
4.6 Form of Option Notice and Assumption Agreement between the
Company, Studio Plus, and approximately 35 option holders (the
"Studio Plus Option Holders") entered into in April 1997
4.7(a) Form of Stock Option Agreement between the Company and certain of
the Studio Plus Option Holders
4.7(b) Form of Incentive Stock Option Agreement between the Company and
certain of the Studio Plus Option Holders
4.7(c) Form of Non-Employee Director Stock Option Agreement between the
Company and certain of the Studio Plus Option Holders
5.1 Opinion of Bell, Boyd & Lloyd
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Bell, Boyd & Lloyd (contained in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
registration statement)