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

April 21, 1998
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Date of Report (Date of Earliest Event Reported)

RFS HOTEL INVESTORS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Tennessee 0-22164 62-1534743
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)

850 Ridge Lake Boulevard
Suite 220
Memphis, Tennessee 38120
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(Address of Principal Executive Offices) (Zip Code)

(901) 767-7005
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(Registrant's Telephone Number, Including Area Code)

N/A
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(Former Name or Former Address, if Changed Since Last Report)

ITEM 5. OTHER EVENTS.

ANNOUNCEMENT OF RFS ASSET SALE TO AND MERGER WITH EQUITY INNS

RFS Hotel Investors, Inc. (the "Company") and Equity Inns, Inc. ("ENN")
announced on April 21, 1998 that the Company, RHI Acquisition, Inc., RFS
Partnership, L.P., ENN and Equity Inns Partnership, L.P have signed an Asset
Sale Agreement and Plans of Mergers dated April 21, 1998 (the "Agreement")
providing for the merger of the Company into a wholly owned subsidiary of ENN.

If the average of ENN's common stock price is between $14.00 and $17.00
per share during an agreed-upon 20-day measurement period prior to closing as
provided in the Agreement, the Company's shareholders will receive 1.5 shares of
ENN's common stock for each share of common stock of the Company. If ENN's
average stock price during the measurement period exceeds $17.00, the exchange
ratio will be adjusted to provide the Company's shareholders with $25.50 worth
of ENN's common stock for each share of the common stock of the Company. Upon
the closing of such merger, the Company's board members Robert M. Solmson and
Bruce E. Campbell, Jr. will join ENN's Board of Directors, increasing its size
from four to six persons. In addition, Mr. Solmson will become a member of a
newly-created executive committee of ENN's Board of Directors, consisting of
Messrs. Phillip H. McNeill, Sr., Robert M. Solmson and William W. Deupree, Jr.
Mr. McNeill will continue as Chairman of the Board and Chief Executive Officer
of the combined REIT following such transaction. The transaction is expected to
close in the third quarter of 1998 and is subject to the approval of both
companies' shareholders and to other customary conditions.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

Certain matters discussed in this Current Report on Form 8-K may
constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, and as such may involve known and unknown risks,
uncertainities and other factors which may cause the actual results, performance
or achievements of the Company and ENN to be materially different from future
results, performance or achievements expressed or implied by such
forward-looking statements. Such risks include, but are not limited to, the risk
that the transaction described herein may not receive the requisite approval of
either companies' shareholders; the risk that ENN's average stock price may fall
below the average price specified by the Agreement; and the risk that certain
conditions to closing of the transaction may not be met. There can be no
assurance, therefore, that the transactions contemplated by the Agreement will
be consummated.

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ITEM 7. EXHIBITS.

10.1 Asset Sale Agreement and Plan of Merger among RFS Hotel Investors, Inc., RHI Acquisition, Inc.,
Equity Inns, Inc., RFS Partnership, L.P. and Equity Inns Partnership, L.P. dated April 21, 1998

99.1 Press release dated April 21, 1998

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SIGNATURE

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.

RFS HOTEL INVESTORS, INC.
(REGISTRANT)

May 15, 1998 By: /S/ Michael J. Pascal
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Michael J. Pascal, Secretary, Treasurer and
Chief Financial Officer

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EXHIBITS

Item Number Description
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10.1 Asset Sale Agreement and Plan of Merger among RFS Hotel Investors, Inc., RHI Acquisition,
Inc., Equity Inns, Inc., RFS Partnership, L.P. and Equity Inns Partnership, L.P. dated April
21, 1998

99.1 Press release dated April 21, 1998