FILED PURSUANT TO RULE 424(b)3
                                                          FILE NUMBER: 333-77055


         STICKER SUPPLEMENT TO SUPPLEMENT NO. 3 DATED DECEMBER 17, 1999
            SUPPLEMENT NO. 3 DATED DECEMBER 17, 1999 TO BE USED WITH
                   SUPPLEMENT NO. 2 DATED OCTOBER 5, 1999, AND
                         PROSPECTUS DATED AUGUST 3, 1999

Supplement  No.  2 dated October 5, 1999 (incorporating and replacing Supplement
No. 1):
    (1)  Reports on our purchase,  either  directly or through a subsidiary,  of
         five Homewood  Suites(Reg.  TM)  extended-stay  hotels for an aggregate
         purchase price of $45,300,000
    (2)  Reports on the  short-term  financing of 75% of the aggregate  purchase
         price, or $33,975,000,  secured by the properties and having a maturity
         date of October 1, 2000
    (3)  Reports on the manner in which the hotels will be operated and managed,
         including a summary of the material contracts affecting these matters
    (4)  Reports  on the  election  of  our  Senior  Vice  President  and  Chief
         Operating Officer
    (5)  Provides  certain  other  information  about us and the  hotels we have
         purchased

Supplement No. 3 dated December 17, 1999:

    (1)  Reports on our purchase,  either  directly or through a subsidiary,  of
         five additional Homewood  Suites(Reg.  TM) extended-stay  hotels for an
         aggregate purchase price of $40,280,000
    (2)  Reports on the  short-term  financing of 75% of the aggregate  purchase
         price, or $30,210,000,  secured by the properties and having a maturity
         date of December 1, 2000
    (3)  Reports on the manner in which the hotels will be operated and managed,
         including a summary of the material contracts affecting these matters
    (4)  Provides  certain  other  information  about us and the  hotels we have
         purchased
     As  of  August  23,  1999, we had closed on the sale of 1,666,666.67 of our
common  shares  at  a  price  of  $9  per  share, representing completion of the
minimum  offering.  As  of  November  19,  1999,  we  had  closed on the sale of
1,485,245  of  our  common shares at a price of $10 per share. These sales, when
combined,  represent  gross  proceeds of $29,852,450 and proceeds net of selling
commissions  and  marketing  expenses  of  $26,867,205.  We  are  continuing the
offering at $10 per share in accordance with the prospectus.

     We  have paid a total real estate commission of $1,711,600, representing 2%
of  the  aggregate  purchase price for the hotels, to Apple Suites Realty Group,
Inc.,  which  is  our  real estate broker and is owned by our Chairman and Chief
Executive Officer.