UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                For the quarterly period ended September 30, 2004

                                       OR

[ ] 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 0-25198

                           ARLINGTON HOSPITALITY, INC.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                              36-3312434
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                    2355 S. Arlington Heights Rd., Suite 400
                        Arlington Heights, Illinois 60005
                        ---------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (847) 228-5400
                                 --------------
              (Registrant's telephone number, including area code)

                                       N/A
                                       ---
              (Former name, former address and former fiscal year,
                         if changed since last report)

         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
                                              ---    ---

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act): Yes      No  X
                                                    ---    ---


As of November 15, 2004, 5,040,598 shares of the registrant's common stock were
outstanding.



                           ARLINGTON HOSPITALITY, INC.
                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2004


                                EXPLANATORY NOTE

         We are filing this Form 10-Q/A (Amendment No. 1) solely for the purpose
of correcting an inadvertent error made on the outside cover page of the
original filing of our Form 10-Q for the quarter ended September 30, 2004 filed
with the SEC on November 15, 2004 (the "Original Form 10-Q"). Specifically, on
the outside cover page of the Original Form 10-Q, we inadvertently checked the
box "YES" in response to the following statement:

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act): Yes      No
                                                    ---     ---

         Because we are not an "accelerated filer" as defined in Rule 12b-2 of
the Exchange Act of 1934, we are filing this Form 10-Q/A (Amendment No. 1) to
correct the outside cover page of the Original Form 10-Q by marking "NO" in
response to this same statement.

         Other than this change to the outside cover page of the Original Form
10-Q, the remainder of the Original Form 10-Q remains unchanged and is not
reproduced in this Form 10-Q/A (Amendment No. 1).

                                    SIGNATURE

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.



                                               ARLINGTON HOSPITALITY, INC.



                                               /s/ STEPHEN K. MILLER
                                               ---------------------------------
                                               Stephen K. Miller,
                                               Interim Chief Executive Officer


                                               /s/ JAMES B. DALE
                                               ---------------------------------
                                               James B. Dale,
                                               Chief Financial Officer


                                               /s/ KEITH P. MORRIS
                                               ---------------------------------
                                               Keith P. Morris,
                                               Vice President Finance




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