MEDITRUST CORPORATION

            197 First Avenue, Suite 300, Needham, Massachusetts 02194


     The undersigned hereby appoints David F. Benson and Michael S. Benjamin,
and each of them acting singly, with full power of substitution, attorneys and
proxies to represent the undersigned at the Special Meeting of Shareholders of
Meditrust Corporation to be held on      , 1998 and at any adjournment or
postponement thereof with all power which the undersigned would possess if
personally present, and to vote all shares of common stock of Meditrust
Corporation which the undersigned may be entitled to vote at said meeting upon
the matters set forth in the Notice of Special Meeting in accordance with the
following instructions and with discretionary authority on such other matters
as may properly come before the Special Meeting or any adjournment or
postponement thereof. All previously dated proxies are hereby revoked.


     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE
VOTED AS DIRECTED BY THE UNDERSIGNED AND, IF NO DIRECTION IS INDICATED, IT WILL
BE VOTED FOR THE PROPOSAL SET FORTH BELOW.


(1) Approval and adoption of the Agreement and Plan of Merger dated as of
    January 3, 1998 by and among the Meditrust Corporation, Meditrust
    Operating Company and La Quinta Inns, Inc.

    [ ] FOR       [ ] AGAINST       [ ] ABSTAIN





                           (Continued from other side)


[ ] Check here for address change             [ ] Check here if you plan to
    and note change below                         attend the meeting


New address: 
             ------------------------------------------------------------------
               (Please complete, date, sign and mail in the enclosed envelope)



                                             (Signature should be the same as
                                             the name printed on your stock
                                             certificate. Executors,
                                             administrators, trustees,
                                             guardians, attorneys, and officers
                                             of the corporation should add their
                                             titles when signing.)

                                             Signature ________________________
                                                       
                                             Date _______________________, 1998

                                             Signature ________________________

                                             Date _______________________, 1998