As filed with the Securities and Exchange Commission on February 10, 1999

Registration No. 333-67361

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3/A
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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HUDSON HOTELS CORPORATION
(Exact name of registrant as specified in its charter)

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NEW YORK 16-1312167
(STATE OR OTHER JURISDICTION OF (Primary Standard Industrial (I.R.S. EMPLOYER IDENTIFICATION NO.
INCORPORATION Classification Code Number)
OR ORGANIZATION)

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E. ANTHONY WILSON, CHAIRMAN
HUDSON HOTELS CORPORATION
300 BAUSCH & LOMB PLACE
ROCHESTER, NY 14604
(716) 454-3400

(Address, including zip code, and telephone number, including area code, of
registrant's
principal executive offices and name, address and telephone number of agent for
service)

COPIES TO:
ALAN S. LOCKWOOD, ESQ.
BOYLAN, BROWN, CODE, FOWLER,
VIGDOR & WILSON, L.L.P.
2400 CHASE SQUARE
ROCHESTER, NEW YORK 14604
(716) 232-5300

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement

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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box./X/

[cover page continues]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.

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CALCULATION OF REGISTRATION FEE

PROPOSED
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE FEE

Common Stock, par value $.001 per share 200,000 $2.09 $418,750 $144.40

(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c), on the basis of the average high and low prices of the
Registrant's Common Stock as reported on the Nasdaq National Market Issues
on November 11, 1998.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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PROSPECTUS

HUDSON HOTELS CORPORATION

200,000 SHARES OF COMMON STOCK

A single selling shareholder is offering to sell 200,000 shares of common
stock of Hudson Hotels Corporation . Hudson will not receive any of the proceeds
from the sale of these shares. The selling shareholder may sell them at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The market price of the shares as of
February 8, 1999 is $1.50 per share. You will find additional information about
Hudson on page 1, and about the selling shareholder and method of sale on page
4.

The NASDAQ Stock Market lists the common shares of Hudson Hotels Corporation
under the symbol HUDS.

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INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 2.

* * * * * *

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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This Prospectus is dated February 9, 1999

HUDSON

Hudson Hotels Corporation was incorporated in New York State on June 5, 1987
under the name Microtel Franchise and Development Corporation to develop and
franchise a national chain of economy limited service lodging facilities, using
the service mark "MICROTEL-Registered Trademark-".

On October 5, 1995, Hudson sold to US Franchise Systems, Inc. ("USFS") the
worldwide franchising and administration for the Microtel hotel chain. Following
this sale, we ceased our franchising activities. Although the agreement was
entitled Joint Venture Agreement, we structured the transaction as an outright
sale of Hudson's franchising rights.

Following the sale of its franchising system, Hudson has focused its efforts
on developing, building and managing various hotel projects, including Microtel
Inns. Also, during 1996, 1997 and 1998, we have pursued a significant expansion
and development program. This program has included several acquisitions and the
development of five (5) Microtel Inns through a joint venture partnership.

As of December 31, 1998, Hudson managed forty-three hotel properties located
primarily in the Northeast and Southeast United States. Hudson owned twenty-five
(25) of these hotels. The properties range from super budget Microtel Inns to
full-service hotels. We compete for management contracts with other hotel
management companies.

Hudson's principal executive offices are located at 300 Bausch & Lomb Place,
Rochester, NY 14604, and our telephone number is (716) 454-3400.

RECENT DEVELOPMENTS

ACQUISITION OF PROPERTIES. In August 1998, we organized a Virginia limited
partnership, HH Bridge, L.P., to acquire three properties. We contributed
$3,643,000 to the capital of the Partnership for a 1% general partnership
interest and a 41.2% limited partnership interest. M,L,R&R, an investment
partnership, contributed $5,000,000 for a 57.8% limited partnership interest.
The partnership agreement provides that:

- M,L,R&R receives a $250,000 guaranteed payment each quarter.

- Hudson receives all income of the partnership in excess of that preferred
return.

- M,L,R&R has the right to require us to purchase its partnership interest
on August 14, 1999 for $6,000,000.

- M,L,R&R has the right to acquire our interest in the partnership for $1.00
if:

(a) the preferred return is not paid, or

(b) we are unable to purchase M,L,R&R's interest on August 14, 1999 as
required.

On August 14, 1998, the partnership purchased the following three hotel
properties for an aggregate purchase price of approximately $26,600,000:

HOLIDAY INN, CLEVELAND, OHIO: A 146 room full service hotel located just
off Interstate 71, approximately two miles northeast of the Cleveland
Hopkins International Airport.

HAMPTON INN, CHEEKTOWAGA (METROPOLITAN BUFFALO), NEW YORK: A 135 room
limited service hotel located just off Exit 52W of Interstate 90.

COMFORT SUITES, CHEEKTOWAGA (METROPOLITAN BUFFALO), NEW YORK: A 100
suite (1 and 2 bedrooms with separate living, sleeping and kitchen areas)
hotel located adjacent to the Greater Buffalo International Airport, near
the intersection of Interstate 90 and State Route 33.

The partnership and the seller determined the purchase price by arms-length
negotiation after analysis and valuation by Hudson based upon historic and
projected operating results of the hotels. In addition to the capital
contributions, the partnership borrowed $18,300,000 from Capital Company of
America LLC secured by mortgages on the acquired properties. Hudson and the
partnership had no material relationships with the seller prior to the
acquisition.

SETTLEMENT OF LAWSUIT. During September, we settled our long-standing
litigation with Ladenburg, Thalmann & Co., Inc. On September 29, 1998 we paid
$100,000 in cash and issued 200,000 shares of our common stock to Ladenburg, and
Ladenburg executed a

Stipulation of Discontinuance of the action with prejudice. Hudson has agreed to
register these shares for sale by the holders.

TRANSFER OF PROPERTIES. In December 1998 and January 1999 Hudson
transferred certain of its properties to companies which are affiliates of a
holder of more than 5% of our outstanding shares. We undertook these transfers
to obtain working capital which we required to pay operating expenses and debt
service during our traditionally slow first quarter. The transfers were:

- Canandaigua Hotel Corp., a subsidiary of Hudson, terminated its lease of
the Inn on the Lake, owned by L, R, R & M, L.L.C., and entered into a
management contract for that property.

- H.H. Properties--Southwest, Inc., a subsidiary of Hudson, sold four
parcels of vacant land in Texas and Arizona to Transport Associates.

- We elected not to make the guaranteed payment due January 1, 1999 and M,
L, R & R exercised its right to acquire our limited partnership interests
in H.H. Bridge, L.P.

We received or retained approximately $1,850,000 in cash from these
transfers. Our mezzanine loan agreement requires us to use the proceeds of asset
sales to pay down the debt; however, Hudson has instead used these proceeds for
working capital. This violation of the mezzanine loan agreement gives our lender
the right to demand immediate repayment of the mezzanine loan.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN
INVESTMENT DECISION. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING HUDSON. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN
TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS
OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS,
FINANCIAL CONDITION OR RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY
AFFECTED. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND
YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

SUBSTANTIAL DEBT. Hudson has borrowed substantial amounts to acquire its
properties, and for general working capital:

- $35 million in senior debt

- an aggregate of $103 million in mortgage debt

- $20 million in other long-term debt.

At September 30, 1998, our long-term indebtedness was $157.4 million and we
had a shareholders' investment of $11.1 million. Our debt level could have
important consequences to the holders of the shares, including the following:

- we may be unable to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or general corporate purposes;

- a substantial portion of our cash flow from operations must be used to pay
interest on the debt, which reduces the funds available for other
purposes;

- our loan agreements contain certain restrictive financial and operating
covenants;

- the interest rate on some of our debt is variable, which would cause us to
be vulnerable to increases in interest rates;

- the senior debt is secured by substantially all of our assets;

- we are substantially more leveraged than most of our competitors, which
places us at a competitive disadvantage;

- we may be hindered in our ability to adjust rapidly to changing market
conditions; and;

- our substantial debt could make us more vulnerable in the event of a
downturn in general economic conditions or a decline in our business.

DEBT SERVICE. We must use a substantial portion of our cash flow to pay
debt service. Our ability to pay principal and interest will be largely
dependent upon our future performance. Many factors, some of which we cannot
control, such as prevailing economic conditions, will affect our performance.
Beginning in November

1999, Hudson must make substantial monthly principal payments on our mezzanine
debt. We do not believe that our cash flow will cover required interest and
principal payments on that debt, and therefore we will require additional
financing. If the mezzanine lender demands immediate repayment of the debt, we
will not be able to make the payment.

NO LIMITATION ON FUTURE DEBT. Our Certificate of Incorporation and By-laws
do not limit the amount of indebtedness that we may incur. Subject to
limitations in our debt agreements, we expect to incur additional debt in the
future to finance acquisitions and development. Our debt is, and will likely
continue to be, secured by mortgages on our hotel properties and a general
security interest in our other assets. We cannot assure you that we will be able
to meet our debt service obligations. If we cannot, we may lose some or all of
our assets to foreclosure.

LIQUIDITY. Our principal sources of liquidity are existing cash balances
and cash flow from operations. We incurred a loss of approximately $3.2 million
in the third quarter of 1998, primarily because of costs incurred in our
unsuccessful effort to establish a real estate investment trust. As a result,
Hudson has required additional capital to continue its operations. We recently
transferred some properties to obtain additional cash. We may also extend
payables or seek a line of credit to further increase liquidity. We cannot
assure you that we will be successful in these efforts.

MANAGEMENT OF GROWTH. Hudson is growing rapidly, both through internal
operating improvements and acquisitions. This growth may significantly strain
our resources. We must continue to successfully integrate new hotels into its
existing operations. This integration presents us with a significant management
challenge, and the failure to integrate new hotels into our management and
operating structures could have a material adverse effect on our results of
operations and financial condition. We will be required to continue to improve
our operations and our financial and management information systems, and to
motivate and effectively manage our employees. If we are unable to manage our
growth effectively, the quality of our services, our ability to identify, hire
and retain key personnel and our results of operations could suffer.

COMPETITION IN THE LODGING INDUSTRY. The lodging industry is highly
competitive. No single competitor or small number of competitors dominate the
industry. Our hotel properties operate in areas that contain many competitors.
Competition in the lodging industry is based generally on location, room rates,
and services and amenities offered. Our properties compete directly against
other national and regional chains of hotels in each local market in which our
hotels are located. New or existing competitors could significantly lower rates
or offer greater conveniences, services or amenities, or significantly expand,
improve or introduce new facilities in markets in which the hotels compete. We
also compete with other regional and national hotel companies for development
and management contracts.

SEASONALITY. The lodging industry is seasonal in nature. Generally, hotel
revenues are greater in the second and third quarters than in the first and
fourth quarters. This seasonality causes quarterly fluctuations in our revenues.
Events beyond our control, such as extreme weather conditions, economic factors
and other considerations affecting travel, may also adversely affect quarterly
earnings.

FRANCHISE AGREEMENTS. We operate all but four of our hotel properties under
existing franchise or license agreements with independent franchisers. The
franchise agreements generally contain specific standards for, and restrictions
and limitations on, the operation and maintenance of a hotel. Those limitations
may conflict with our philosophy of creating specific business plans tailored to
each property and to each market. The franchise standards may change over time,
and may restrict our ability to make improvements or modifications to a hotel
without the consent of the franchisor. In addition, to comply with such
standards we may incur significant expenses or capital expenditures. The
Franchise Agreements covering the hotels expire or terminate at various times
and have differing remaining

terms. To renew them, we may be required to make substantial capital
improvements to the hotel.

DEPENDENCE ON KEY PERSONNEL. Our future success depends in large part on
the continued service of E. Anthony Wilson, our Chairman of the Board and Chief
Executive Officer, Michael George, our President and Chief Operating Officer,
and John M. Sabin, our Executive Vice President and Chief Financial Officer, as
well as on our other key technical and management personnel. We also depend on
our ability to continue to attract additional qualified employees to operate our
hotel properties. The competition for such skilled personnel is intense and the
loss of key employees could have a material adverse effect on our results of
operations.

VOLATILITY OF STOCK PRICE. Hudson's stock price has fluctuated
significantly in the past, and such volatility may occur in the future.

LACK OF DIVIDENDS. Hudson has never paid dividends on its Common Stock and
we do not plan to pay any dividends on our Common Stock in the foreseeable
future.

USE OF PROCEEDS

The selling shareholder is offering for sale all of the shares being offered
hereunder. We will incur certain expenses in connection with this offering;
however, it will not receive any of the proceeds of the sale. All proceeds will
go to the selling shareholder to be used for its own purposes.

SELLING SHAREHOLDER

The selling shareholder, Ladenburg, Thalman & Co, Inc., is selling all of
the securities being offered hereunder. The selling shareholder has had no
material relationship with Hudson within the past three years. To the best of
our knowledge, the selling shareholder currently owns 200,000 shares of our
common stock, par value $.001, all of which are being offered hereunder. After
the offering is complete, the selling shareholder will own no shares of our
common stock.

PLAN OF DISTRIBUTION

The shares may be sold from time to time by the selling shareholder or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made in any one or more transactions (which may involve block transactions) in
the over-the-counter market, on NASDAQ, and any exchange in which the common
shares may then be listed, or otherwise in negotiated transactions or a
combination of such methods of sale. They may be sold at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The selling shareholder may effect such
transactions by selling shares to or through broker-dealers, and such
broker-dealers may sell the shares as agent or may purchase such shares as
principal and resell them for their own account pursuant to this Prospectus. The
selling shareholder and any such participating broker-dealers may be deemed to
be "underwriters" under the Securities Act. The broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the selling shareholder and/or purchasers of shares from whom they may act
as agent (which compensation may be in excess of customary commissions).

Hudson has informed the selling shareholder that the anti-manipulative rules
under the Securities Exchange Act of 1934 (Rules 10b-6 and 10b-7) may apply to
their sales of shares in the Market. Also, Hudson has informed the selling
shareholder of the need for delivery of copies of the Prospectus in connection
with any sale of securities registered hereunder in accordance with applicable
prospectus delivery requirements.

In order to comply with certain state securities laws, if applicable, the
common shares will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.

LEGAL MATTERS

The law firm of Boylan, Brown, Code, Fowler, Vigdor & Wilson, L.L.P., 2400
Chase

Square, Rochester, New York 14604, will pass upon the legality of the shares of
common stock offered hereby for Hudson and the selling shareholder. Alan S.
Lockwood, Esq., a partner in the law firm of Boylan, Brown, Code, Fowler, Vigdor
& Wilson, L.L.P., is also the corporate secretary of Hudson.

EXPERTS

Hudson's Consolidated Balance Sheet as of December 31, 1997 and Consolidated
Statements of Operations, Shareholders' Investment and Cash Flows for the year
then ended, incorporated by reference in this prospectus, have been incorporated
herein in reliance on the report of PricewaterhouseCoopers, LLP, independent
accountants, given on the authority of that firm as experts in accounting and
auditing.

Hudson's Balance Sheet of HH Properties-I, Inc., a wholly owned subsidiary
of Hudson Hotels Corporation, as of December 31, 1996 and Statement of
Operations, Shareholders' Investment and Cash Flows for the period of November
15, 1996 through December 31, 1996, incorporated by reference in this
prospectus, have been incorporated herein in reliance on the report of
PricewaterhouseCoopers, LLP, independent accountants, given on the authority of
that firm as experts in accounting and auditing.

Hudson has incorporated in this prospectus by reference the Consolidated
Balance Sheet as of December 31, 1996 and the consolidated Statements of
Operations, Shareholders' Investment and Cash Flows for the year then ended
which were audited by Bonadio & Co., LLP, independent auditors, as stated in
their report given on the authority of that firm as experts in accounting and
auditing.

AVAILABLE INFORMATION

Hudson files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's public reference room in Washington, D.C.
You can request copies of these documents, upon payment of a duplicating fee, by
writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. Our SEC filings are
also available to the public on the SEC Internet site (http://www.sec.gov.).

Hudson lists its common stock on the NASDAQ National Market; you can inspect
reports and other information concerning the company at the offices of NASD,
1735 K Street, N.W., Washington, D.C.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission by Hudson are incorporated
in the Prospectus as of their respective dates by reference:

(a) Hudson's Form 10-KSB for the fiscal year end December 31, 1997,
filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
amended ("Exchange Act");

(b) Hudson's Form 10-KSB/A, amending Form 10-KSB for the fiscal year
ended December 31, 1997, filed July 10, 1998 pursuant to Section 13(a) of
the Exchange Act;

(c) All other reports, if any, filed by Hudson pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year ended December
31, 1997; including

(i) Hudson's Form 10-QSB for the period ended March 31, 1998;

(ii) Hudson's Form 10-QSB for the period ended June 30, 1998;

(iii) Hudson's Form 10-QSB for the period ended September 30, 1998;

(iii) Hudson's Notice of Annual Meeting, Proxy Statement and Form of
Proxy dated May 15, 1998.

(d) The description of Hudson's Common Stock contained in the
Registration Statement on Form S-18 filed with the Commission and declared
effective on April 7, 1989, under Section 8 of the

Securities Act, including any amendment or description filed for the purpose
of updating such description.

All documents filed by Hudson pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering of the shares offered hereby, shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.

Hudson will provide each person, including any beneficial owner, to whom
this prospectus is delivered, without charge, upon your written or oral request,
a copy of any or all documents incorporated in this prospectus by reference (not
including the exhibits to such documents unless such exhibits are incorporated
by reference in such documents). You may call or write Taras M. Kolcio, Chief
Accounting Officer, Hudson Hotels Corporation, 300 Bausch & Lomb Place,
Rochester, NY 14604, (716) 454-3400 to request such copies.

ADDITIONAL INFORMATION

Hudson has filed with the Securities and Exchange Commission, Washington, DC
20549, a registration statement on Form S-3 under the Act, with respect to the
securities offered hereby. This prospectus, filed as a part of the registration
statement, does not contain certain information set forth in or annexed as
exhibits to the registration statement, as permitted by the Rules and
Regulations of the Commission. For further information with respect to Hudson
and the securities offered hereby, reference is made to the Registration
Statement and to the Exhibits filed as part thereof, which may be inspected at
the office of the Securities and Exchange Commission without charge. Copies of
such information may be obtained from the Securities and Exchange Commission
upon payment of a fee prescribed by the Securities and Exchange Commission.

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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT
WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THE SELLING SHAREHOLDER IS NOT OFFERING TO SELL
THE SHARES IN ANY JURISDICTION OR TO ANY PERSON IF SUCH OFFER OR SALE WOULD BE
UNLAWFUL. THE FACTS AND CIRCUMSTANCES ABOUT OUR COMPANY WHICH ARE SET FORTH IN
THIS DOCUMENT MAY CHANGE AFTER THE DATE OF THIS DOCUMENT.

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TABLE OF CONTENTS

Hudson............................... 1
Recent Developments.................. 1
Risk Factors......................... 2
Use Of Proceeds...................... 4
Selling Shareholder.................. 4
Plan Of Distribution................. 4
Legal Matters........................ 4
Experts.............................. 5
Available Information................ 5
Incorporation Of Certain Documents By
Reference........................... 5
Additional Information............... 6

HUDSON HOTELS CORPORATION

200,000 SHARES OF COMMON STOCK

OFFERING PRICE $. PER SHARE

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all expenses, other than selling commissions,
payable by the Registrant in connection with the sale of the shares being
registered. All of the amounts shown are estimates, except for the registration
fee and NASD filing fee.

Registration.................................................... $ 144.40
NASD filing..................................................... $2,000.00
Blue Sky fees and expenses...................................... -0-
Legal fees and expenses......................................... $5,000.00
Accounting fees and expenses.................................... $5,000.00
Miscellaneous................................................... $1,000.00
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TOTAL....................................................... $13,144.40

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Restated Certificate of Incorporation of the Registrant, filed
November 25, 1988 (the "Restated Certificate"), provides in relevant part at
paragraph 7, that

Every officer or director hereafter made or threatened to be made a
party to any action or proceeding by reason of the fact that he or his
testator or intestate is or was a director or officer of this corporation or
of any other corporation which he served in any capacity at the request of
this corporation shall be indemnified against the reasonable expenses
including attorneys' fees actually and necessarily incurred or paid by him
in connection with the defense of any such action or proceeding or in
connection with any appeal therein, provided that the director or officer be
wholly successful on the merits or otherwise in the defense of the action or
proceeding.

Sections 721 through 726 of the Business Corporation Law of the State of New
York (the "BCL") provide the statutory basis for the indemnification by a
corporation of its officers and directors when such officers and directors have
acted in good faith, for a purpose reasonably believed to be in the best
interests of the corporation, and subject to specified limitations set forth in
the BCL.

The BCL was also amended in 1986 to allow corporations to provide for
indemnification of corporate directors and officers on a broader basis than had
previously been permissible. Pursuant to this statutory authority, and as
authorized by Article V of the Registrant's By-Laws, directors and officers of
the Registrant, and certain Registrant employees, have been availed of the
broadest scope of permissible indemnification coverage consistent with the BCL
changes.

Article V of the Registrant's By-Laws provide as follows:

5.1 INDEMNIFICATION. The Corporation shall indemnify (a) any person made or
threatened to be made a party to any action or proceeding by reason of the fact
that he, his testator or intestate, is or was a director or officer of the
Corporation and (b) any director or officer of the Corporation who served any
other company in any capacity at the request of the Corporation, in the manner
and to the maximum extent permitted by the Business Corporation Law of New York,
as amended from time to time; and the Corporation may, in the discretion of the
Board of Directors, indemnify all other corporate personnel to the extent
permitted by law.

5.2 AUTHORIZATION. The provisions for indemnification set forth in Section
5.1 hereof shall not be deemed to be exclusive. The Corporation is hereby
authorized to further indemnify its directors or officers

II-1

in the manner and to the extent set forth in (i) a resolution of the
shareholders,(ii) a resolution of the directors, or (iii) an agreement providing
for such indemnification, so long as such indemnification shall not be expressly
prohibited by the provisions of the Business Corporation Law of New York.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

(a) THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS REGISTRATION STATEMENT:

EXHIBIT NUMBER
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4.1(1 ) Specimen Common Stock Certificate

5.1 Opinion of Boylan, Brown, Code, Fowler, Vigdor & Wilson, L.L.P.

23.1 Independent Auditors' Consent--Bonadio & Co., L.L.P.

23.2 Independent Auditors' Consent--PricewaterhouseCoopers, L.L.P.

23.3 Consent of Boylan, Brown, Code, Fowler, Vigdor & Wilson is included in its Opinion filed as
Exhibit 5.1

24.1 Power of Attorney (included on page II-4)

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(1) Previously filed as Exhibit 3.1 to the Company's Registration Statement on
Form S-18, effective April 7, 1989 and incorporated herein by reference.

The remaining schedules have been omitted, either because they are not
applicable to the Registrant or because the information required has been shown
in the Financial Statements or in the notes thereto without making such
statement unclear or confusing.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 14 or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, unit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant 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 by the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant 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 material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, 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.

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(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.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
Hudson Hotels Corporation , a corporation organized and existing under the laws
of the State of New York certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New York, on the
9th day of February, 1999.

HUDSON HOTELS CORPORATION

BY: /S/ E. ANTHONY WILSON
-----------------------------------------
E. ANTHONY WILSON, CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER, AND
DIRECTOR

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints E. Anthony Wilson and John M. Sabin, or either of
them, as true and lawful attorney-in-fact, with full power and authority to act
as such without the other, and with full power of substitution, for him and in
any and all capacities, to sign any amendments to this Registration Statement,
and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, the undersigned hereby
ratifying and confirming all that said attorney-in-fact, or his substitute or
substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------

/s/ E. ANTHONY WILSON Chairman of the Board, February 9, 1999
- ------------------------------ Anthony Wilson Chief
E. Anthony Wilson Executive Officer, and
Director.

/s/ JOHN M. SABIN Executive Vice President, February 9, 1999
- ------------------------------ John M. Sabin and
John M. Sabin Chief Financial Officer

/s/ TARAS KOLCIO Chief Accounting Officer, February 9, 1999
- ------------------------------ and Controller
Taras Kolcio

/s/ MICHAEL GEORGE President and Director February 9, 1999
- ------------------------------
Michael George

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SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------

/s/ RALPH L. PEEK Vice President and Director February 9, 1999
- ------------------------------
Ralph L. Peek

/s/ ROBERT FAGENSON Director February 9, 1999
- ------------------------------
Robert Fagenson

/s/ MICHAEL CAHILL Director February 9, 1999
- ------------------------------
Michael Cahill

/s/ JOHN P. BUZA Director February 9, 1999
- ------------------------------
John P. Buza

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