================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 10-Q/A

_________________

AMENDED QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 1999

Commission File Number 1-7062

INNSUITES HOSPITALITY TRUST
(Exact name of registrant as specified in its charter)

Ohio 34-6647590
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

InnSuites Hotels Centre
1625 E. Northern Ave., Suite 201
Phoenix, AZ 85020
(Address of principal executive offices)

Registrant's telephone number, including area code (602) 944-1500

Indicate by check mark whether the registrant: (l) has filed all
reports required to be filed by Section 13 or l5(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 [ ]

Number of outstanding Shares of Beneficial Interest, without par value, as of
September 1, 1999: 2,335,802

================================================================================

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

INNSUITES HOSPITALITY TRUST

CONSOLIDATED BALANCE SHEETS

JULY 31, 1999 JANUARY 31, 1999
------------- ----------------
(UNAUDITED)
(Restated)

ASSETS

Hotel properties, net...................... $65,448,638 $65,509,187
Cash and cash equivalents.................. 735,362 420,935
Percentage rent receivable from affiliate.. 980,555 788,179
Interest receivable and other assets....... 761,761 1,086,469
----------- -----------
$67,926,316 $67,804,770
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Mortgage notes payable..................... $24,033,298 $23,161,052
Notes payable to banks..................... 11,300,000 11,300,000
Other notes payable........................ -- 450,000
Notes payable to related parties........... 2,351,000 2,013,782
Accounts payable and accrued expenses...... 1,617,782 2,188,709
Minority interest in partnership........... 19,257,168 20,621,900

SHAREHOLDERS' EQUITY:

Shares of beneficial interest, without
par value; unlimited authorization;
2,335,802 shares outstanding at July 31,
1999 and 2,286,951 shares outstanding at
January 31, 1999......................... 9,367,068 8,069,327
----------- -----------
$67,926,316 $67,804,770
=========== ===========

The accompanying notes are an integral part of these statements.

INNSUITES HOSPITALITY TRUST
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

FOR THE SIX MONTHS
ENDED JULY 31,
REVENUES 1999 1998
----------- -----------
(Restated)

Rent revenue from affiliate......................................... $ 5,358,494 $4,731,492
Interest income..................................................... 19,876 19,780
Other income........................................................ 9,591 --
----------- ----------
5,387,961 4,751,272
----------- ----------
EXPENSES

Real estate depreciation............................................ 1,277,220 1,110,274
Real estate and personal property taxes, insurance and ground rent.. 643,930 553,679
General and administrative.......................................... 1,483,085 813,585
Interest on mortgage notes payable.................................. 1,040,032 1,084,209
Interest on notes payable to banks.................................. 484,213 181,795
Interest on note payable to related party........................... 85,391 --
Advisory fee paid to related party.................................. -- 303,969
Amortization of loan fees........................................... 44,434 --
----------- ----------
5,058,305 4,047,511
----------- ----------
INCOME BEFORE MINORITY INTEREST...................................... 329,656 703,761
LESS: MINORITY INTEREST.............................................. 239,030 628,679
----------- ----------
NET INCOME ATTRIBUTABLE TO SHARES OF BENEFICIAL INTEREST............. $ 90,626 $ 75,082
=========== ==========
EARNINGS PER SHARE-- basic........................................... $ .04 $ .05
=========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING--basic................. 2,311,196 1,667,817
=========== ==========
EARNINGS PER SHARE -- diluted........................................ $ .03 $ .05
=========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -- diluted............. 10,047,282 1,667,817
=========== ==========

The accompanying notes are an integral part of these statements.

INNSUITES HOSPITALITY TRUST
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS
ENDED JULY 31,
REVENUES 1999 1998
------------ ------------
(Restated)

Rent revenue from affiliate......................................... $2,102,983 $2,013,162
Interest income..................................................... -- 8,435
---------- ----------
2,102,983 2,021,597
---------- ----------
EXPENSES

Real estate depreciation............................................ 658,857 591,005
Real estate and personal property taxes, insurance and ground rent.. 268,203 324,185
General and administrative.......................................... 965,709 382,959
Interest on mortgage notes payable.................................. 536,482 455,697
Interest on notes payable to banks.................................. 233,007 181,795
Interest on note payable to related party........................... 60,180 --
Advisory fee paid to related party.................................. -- 159,816
Amortization of loan fees........................................... 44,177 --
---------- ----------
2,766,615 2,095,457
---------- ----------
INCOME BEFORE MINORITY INTEREST.......................................... (663,632) (73,860)

LESS: MINORITY INTEREST.................................................. (367,811) 23,956
---------- ----------
NET LOSS ATTRIBUTABLE TO SHARES OF BENEFICIAL INTEREST................... $ (295,821) $ (97,816)
========== ==========
EARNINGS (LOSS) PER SHARE-- basic and diluted............................ $ (.13) $ (.06)
========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING--basic and diluted...................................... 2,301,258 1,667,817
========== ==========

The accompanying notes are an integral part of these statements.

INNSUITES HOSPITALITY TRUST
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS
ENDED JULY 31,
1999 1998
---------- ----------
(Restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 90,626 $ 75,082
Adjustments to reconcile net income to net cash provided by operating
activities:
Minority interest 239,030 628,679
Depreciation and amortization 1,321,654 1,110,274
(Decrease) in amounts due lessee -- (600,549)
(Increase) in percentage rent receivable (192,376) --
Increase (decrease) in interest receivable and other assets 280,274 (634,010)
Increase (decrease) in accounts payable and accrued expenses (570,927) 713,402
Increase in deferred revenue -- 738,674
---------- ----------
Net cash provided by operating activities 1,168,281 2,031,552
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of hotel properties -- (1,448,000)
Improvements and additions to hotel properties (1,216,671) (1,012,967)
---------- ----------
Net cash used in investing activities (1,216,671) (2,460,967)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net bank borrowings -- 8,344,982
Payments of mortgage notes payable (879,674) (7,000,624)
Refinancing of mortgage notes payable 1,751,920 --
Payments of other notes payable (450,000) (218,063)
Repurchase of partnership units (396,647) --
Notes payable and advances to/from related parties 337,218 (2,357,708)
---------- -----------
Net cash provided by (used in) financing activities 362,817 (1,231,413)
---------- -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 314,427 (1,660,828)
---------- -----------
CASH AT BEGINNING OF PERIOD 420,935 2,378,398
---------- -----------
CASH AT END OF PERIOD $ 735,362 $ 717,570
========== ===========

INNSUITES HOSPITALITY TRUST
NOTES TO UNAUDITED FINANCIAL STATEMENTS

JULY 31, 1999 AND 1998

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION:

Prior to fiscal 1999, InnSuites Hospitality Trust, formerly known as
Realty ReFund Trust, (the Trust or the Company) specialized in mortgage
financing as its investment vehicle, refinancing existing income producing
commercial, industrial and multi-unit residential real property by supplementing
or replacing existing financing. The primary refinancing technique which the
Trust employed was wrap-around mortgage lending.

On January 31, 1998, the Trust contributed $2,081,000 to RRF Limited
Partnership (the Partnership), a Delaware limited partnership, in exchange for a
13.6% general partnership interest therein. The Trust is the sole general
partner of the Partnership. The Partnership issued limited partnership interests
representing 86.4% of the Partnership to acquire six hotel properties from
various entities. In addition, in order to acquire a seventh hotel property
through a wholly-owned subsidiary, the Trust issued 647,231 shares of beneficial
interest in exchange for all of the outstanding shares of Buenaventura
Properties, Inc. (BPI), which owned a hotel located in Scottsdale, Arizona.
These hotels, together with the hotels described in Note 4, are referred to
herein as the Hotels. The Hotels are leased to InnSuites Hotels, Inc., formerly
known as Realty Hotel Lessee Corp. (the Lessee) pursuant to leases which contain
provisions for rent based on the revenues of the Hotels (the Percentage Leases).
Each Percentage Lease obligates the Lessee to pay rent equal to the greater of
the minimum rent or a percentage rent based on the gross revenues of each Hotel.
The Lessee holds the franchise agreement for each Hotel. The Lessee is owned
9.8% by InnSuites Innternational Hotels, Inc., an entity owned by James F.
Wirth, Chairman, President and Chief Executive Officer of the Trust ("Wirth")
and his spouse.

Partnership Agreement

The Partnership Agreement provides for the issuance of two classes of
limited partnership units, Class A and Class B. Such classes are identical in
all respects, except that each Class A limited partnership unit in the
Partnership shall be convertible into a like number of shares of beneficial
interest of the Trust, at any time at the option of the particular limited
partner, if the Trust determines that such conversion would not cause the Trust
to fail to qualify as a REIT. As of July 31, 1999, a total of 2,404,939 Class A
limited partnership units were issued and outstanding. Additionally, a total of
5,246,364 Class B limited partnership units were outstanding at July 31, 1999 to
Wirth and his affiliates, in lieu of the issuance of Class A limited partnership
units. If all of the Class A and B (restated) limited partnership units were to
be converted, the limited partners in the Partnership would hold 7,651,303
(restated) shares of beneficial interest of the Trust. The Class B limited
partnership units may only become convertible with the approval of the Board of
Trustees, in its sole discretion.

Basis of Presentation

As sole general partner, the Trust exercises unilateral control over
the Partnership. Therefore, the financial statements of the Partnership and its
wholly owned subsidiary are consolidated with the Trust. All significant
intercompany transactions and balances have been eliminated.

These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete consolidated financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the six-month period ended July 31, 1999 are not
necessarily indicative of the results that may be expected for the year ended
January 31, 2000. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K/A as of and for the year ended January 31, 1999.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

2. RESTATEMENT:

While finalizing the financial statement balances as of and for the year
ended January 31, 2000, management identified certain matters that were not
appropriately reflected in the quarterly financial information. These matters
included the reporting of the weighted average number of shares used to
calculate diluted earnings per share for the six months ended July 31, 1999, the
reporting of deferred expenses included in "other assets" and the reporting of
minority interest. Therefore, the quarterly financial information for the three
and six month periods ended July 31, 1999 have been restated to reflect these
matters in accordance with generally accepted accounting principles. The
weighted average number of shares added into the calculation of diluted earnings
per share is 7,736,086 for the six months ended July 31, 1999. The change was
due to the addition of the weighted average total of Class B partnership units
added into the calculation for diluted earnings per share. Deferred expenses,
included in other assets, were reduced by $575,481 and general and
administrative expenses were increased by the same amount. The expense relates
to fees for a withdrawn public offering. At January 31, 2000 management
determined the time to have written this expense off was in the quarter ended
July 31, 1999. Therefore, the quarterly financial information as of and for the
three and six months ended July 31, 1999 have been restated to properly reflect
these matters in accordance with general accepted accounting principles. The net
loss for the Trust for the three months ended July 31, 1999 increased to
$295,821 from a loss of $37,123 previously reported. Loss per share (basic and
diluted) increased to $0.13 from the previously reported loss of $0.02. For the
six months ended July 31, 1999, net income for the Trust decreased to $90,626
from $342,184 previously reported. Basic earnings per share decreased to $0.04
from $0.15 previously reported. Diluted earnings per share decreased to $0.03
from $0.15 previously reported. Minority interest decreased to $19,257,168 from
$20,436,358 and shareholders' equity increased to $9,367,068 from $8,763,359 as
previously reported due to appropriately using the operating partnership's total
equity in the calculation of minority interest instead of using the consolidated
Trust's equity as previously reported. All of the aforementioned changes are
reflected in the Trust's Annual Report filed on Form 10K/A as of and for the
year ended January 31, 2000.

3. REVENUE RECOGNITION:

In May 1998, the Financial Accounting Standards Board's Emerging Issues
Task Force issued EITF number 98-9 "Accounting for Contingent Rent in Interim
Periods" (EITF 98-9). EITF 98-9 provides that a lessor shall defer recognition
of contingent rental income in interim periods until specified targets that
trigger the contingent income are met. In July 1998, the Task Force issued
transition guidance stating that the consensus could be applied on a prospective
basis or in a manner similar to a change in accounting principle. Effective
August 1, 1998, the company amended its percentage lease agreements to eliminate
the annualization of interim hotel revenue. During the third quarter of fiscal
1999, accounting for contingent rent under EITF 98-9 was rescinded; the Trust
believes that eliminating annualization of hotel revenue will provide for
recognition of Percentage Rent more consistently with the generation of revenue
from the Hotels.

4. EARNINGS PER SHARE:

In February 1997, SFAS No. 128 "Earnings Per Share", was issued which
eliminated the concept of common stock equivalents and "primary" and "fully
diluted" earnings per share with "basic" and "diluted" earnings per share. Basic
and diluted earnings per share have been computed based on the weighted average
number of shares outstanding during the periods.

For the six-month periods ended July 31, 1999 and 1998, there were Class A
and B (restated) partnership units outstanding which are convertible to shares
of beneficial interest of the Trust. Assuming conversion, the weighted average
of these shares of beneficial interest would be 7,736,087 (restated) and
7,169,050, (restated) respectively, and net income attributable to shares of
beneficial interest would be increased by $239,030 (restated) and $628,679,
(restated) respectively.

In connection with the purchase of the Scottsdale hotel by the Partnership on
April 2, 1999 (see Note 8), the Class A partnership units do not have a dilutive
effect on the statement of income for the three months ended July 31, 1999 since
the minority interests' share of income for the three months ended July 31, 1999
would increase net income proportionately to the increase in weighted average
shares of beneficial interest. For the three-month period ended July 31, 1998,
there were Class A partnership units outstanding which are convertible to shares
of beneficial interest of the Trust. Assuming conversion, the weighted average
of these shares would be 2,205,398. These shares are anti-dilutive due to the
loss for the three-month period.

5. ACQUISITIONS:

Effective February 1, 1998, the Partnership acquired 100% of the ownership
interests in the Tucson St. Mary's Hotel and Resort for $10,820,000. The
Partnership issued 699,933 Class B limited partnership units to Wirth, and his
spouse, who each held a 50% equity ownership interest in the Tucson St. Mary's
hotel.

Effective April 29, 1998, the Trust acquired a hotel property located in San
Diego, California for an aggregate consideration of $5,148,000, which was funded
with cash, proceeds from the Trust's credit facility and two promissory notes
secured by mortgage trust deeds on the property.

Effective June 1, 1998, the Partnership acquired 100% of the ownership
of the InnSuites Hotel Buena Park for $7,100,000. The Partnership assumed
$4,116,754 in mortgage debt and other obligations and issued 628,052 limited
partnership units to Wirth and Steven S. Robson (of which 13,034 units were
subsequently paid to a third party as an advisory fee), who each held a 50%
equity ownership interest in the Buena Park hotel. Mr. Robson is a Trustee of
the Trust.

All of the aforementioned acquisitions were accounted for as purchases.

6. CREDIT FACILITY:

In April 1998, the Trust established a $12,000,000 secured revolving
line of credit with Pacific Century Bank. The credit facility requires, among
other things, the Trust to maintain a minimum net worth, a specified coverage
ratio of EBITDA to debt service, and a specified coverage ratio of EBITDA to
debt service and fixed charges. Further, the Trust is required to maintain its
franchise agreement at each of the hotel properties and to maintain its REIT
status.

7. PERCENTAGE LEASE AGREEMENTS:

As previously stated, effective August 1, 1998, the Company amended its
Percentage Leases modifying the interim calculations of percentage rent and the
expiration dates of the agreements. The Percentage Leases have non-cancelable
terms, which expire on January 31, 2008, subject to earlier termination on the
occurrence of certain contingencies, as defined. The rent due under each
Percentage Lease is the greater of minimum rent, as defined, or percentage rent.
Percentage rent applicable to room and other hotel revenue varies by lease and
is calculated on a quarterly basis by multiplying fixed percentages by the
actual quarterly amounts of such gross revenues in excess of specified threshold
amounts. Both the minimum rent and the revenue thresholds used in computing
percentage rents are subject to annual adjustments beginning January 1, 1999,
based on increases in the United States Consumer Price Index. Percentage rent
applicable to food and beverage revenues is calculated as 5% of such revenue
over a minimum threshold.

Future minimum rentals (ignoring CPI increases) to be received by the
Trust from the Lessee pursuant to the Percentage Leases for the Hotels for each
of the next five fiscal years and in total thereafter are as follows:

Fiscal 2000............................................... $ 3,425,000
Fiscal 2001............................................... 6,850,000
Fiscal 2002............................................... 6,850,000
Fiscal 2003............................................... 6,850,000
Fiscal 2004............................................... 6,850,000
Thereafter................................................ 27,400,000
-----------
$58,225,000
===========

8. RELATED PARTY TRANSACTIONS:

Wirth beneficially owns 9.8% of the common stock of the Lessee. The
Lessee was the sole source of the Trust's Percentage Lease revenue during the
six-month period ended July 31, 1999.

Wirth made an unsecured loan to the Trust of $2 million, bearing
interest at 7% per year effective March 15, 1999. Interest only payments are due
annually beginning March 15, 2000. The unpaid principal balance and accrued
interest is due on March 15, 2004. The Trust used the proceeds to purchase
general partner units in the Partnership.

Wirth made an unsecured loan to the Trust of $200,000, bearing interest
at 7% per year effective June 14, 1999. The unpaid principal balance and accrued
interest is due on June 14, 2000. The Trust used the proceeds to fund
operations.

Wirth made an unsecured loan to the Trust of $120,000, bearing interest
at 7% per year effective July 27, 1999. The unpaid principal balance and accrued
interest is due on July 27, 2000. The Trust is using the proceeds to fund
operations.

Effective April 2, 1999, the Trust transferred its interest in the
Scottsdale property to the Partnership in exchange for 1,600,000 general
partnership units. There was no gain or loss resulting from the transfer as the
transaction involved entities under common control.

9. STATEMENTS OF CASH FLOWS, SUPPLEMENTAL DISCLOSURES:

The Trust issued 109,451 shares of beneficial interest valued at
$351,848 in exchange for Class A partnership units.

10. PRO FORMA RESULTS OF OPERATIONS OF THE TRUST:

The unaudited pro forma financial information set forth below for the
Trust is presented as if the San Diego and Buena Park properties had been
acquired as of February 1, 1998. The pro forma financial information is not
necessarily indicative of what the actual results of operations of the Trust
would have been assuming the two properties were acquired as of February 1,
1998, nor does it purport to represent the results of operations for future
periods.

PRO FORMA
SIX MONTH PERIOD ENDED JULY 31,
1998 1999
(Restated)
------- ----------
(Unaudited, in thousands
except per share data)

Percentage lease revenue ..................................................... $5,108 $5,358
Interest and other income..................................................... 20 29
------ ------
Total revenues .............................................................. 5,128 5,387

Interest expense on mortgage and other notes payable ......................... $1,423 $1,610
Depreciation and amortization ................................................ 1,241 1,321
General and administration ................................................... 1,168 1,483
Real estate and personal property taxes, insurance and ground rent............ 591 644
Minority interest............................................................. 630 239
------ ------
Total expenses and minority interest......................................... 5,053 5,297
------ ------
Net income attributable to shares of beneficial interest...................... $ 75 $ 90
====== ======
Earnings per share-basic...................................................... $ .05 $ .04
====== ======

11. UNAUDITED STATEMENTS OF OPERATIONS OF INNSUITES HOTELS, INC. (LESSEE)

Certain condensed financial information, related to the Lessee's
operations is as follows:

INNSUITES HOTELS, INC.
STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS)

For the six-
months ended
June 30,
1999 1998
------- -------

Revenues from hotel operations:
Room revenue as defined by lease.. $14,342 $13,464
Other revenue..................... 1,500 1,098
------- -------
Total revenues................... 15,842 14,562

Expenses:
Operating expenses................ 7,117 5,906
Percentage lease expense.......... 6,034 6,115
Advertising....................... 1,087 922
Other expenses.................... 2,115 3,828
------- -------
Total expenses................... 16,353 16,771
------- -------
Net income (loss).................. $ (511) $(2,209)
======= =======

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

GENERAL

The following discussion should be read in conjunction with the
Innsuites Hospitality Trust condensed consolidated financial statements, the
Innsuites Hotels, Inc. (the "Lessee") results of operations, and notes thereto
appearing elsewhere in this quarterly report, respectively.

InnSuites Hospitality Trust (the "Trust") is a real estate investment
trust which owns the sole general partner interest in RRF Limited Partnership
(the "Partnership") and 100% of RRF Sub Corp. (Unless the context indicates
otherwise, all references to the Partnership shall include RRF Sub Corp.)
In order for the Trust to qualify as a real estate investment trust under the
Internal Revenue Code of 1986, as amended (a "REIT"), neither the Trust nor the
Partnership can operate the hotels. Therefore, each of the hotels is leased to,
and operated by, the Lessee (formerly known as Realty Hotel Lessee Corp.)
pursuant to a Percentage Lease. Each Percentage Lease obligates the Lessee to
pay rent equal to the greater of a minimum rent or a percentage rent based on
the gross revenues of each hotel. The Lessee also holds the franchise agreement
for each hotel. The Lessee is owned 9.8% by InnSuites Innternational Hotels,
Inc., an entity owned by James F. Wirth and his wife. The Trust's principal
source of revenue is distributions from the Partnership, which are dependent
upon lease payments from the Lessee pursuant to the Percentage Leases. The
Lessee's ability to make payments to the Partnership pursuant to the Percentage
Leases is dependent primarily upon the operations of the hotels.

At July 31, 1999, the Company owned a 42% interest in the ten hotels
(the "Hotels") through its sole general partner's interest in the Partnership.
This change in ownership resulted from the following transactions:

On March 15, 1999, the Trust purchased 1 million additional general
partner units in the Partnership for $2 million. This transaction was
funded by Mr. Wirth who provided an unsecured loan to the Trust of $2
million at 7% interest payable annually beginning March 15, 2000. The
unpaid principal balance and accrued interest is due on March 15, 2004.

On April 2, 1999, the Partnership loaned the Trust $2.615 million.
Annual interest only payments are due on March 1 of each year and are
based on a 7% interest rate. The unpaid principal balance is due at
maturity on April 2, 2006. The Trust used the proceeds of that loan to
purchase 1.3 million general partner units in the Partnership. The
money lent by the Partnership was generated by refinancing the Northern
Phoenix hotel and borrowing an additional $1.75 million that was
secured by a mortgage on that property. The original mortgage note was
restructured to match the terms of the refinanced note, which bears
interest at 8.25% and matures on April 1, 2014. Monthly principal and
interest payments began on April 1, 1999.

As of April 2, 1999, the Trust sold the Scottsdale property to the
Partnership for its appraised value of approximately $7 million in
exchange for 1.6 million general partner units.

The Trust's primary source of revenue is rent payments by the Lessee
under Percentage Leases covering all the Hotels in operation. The expenses of
the Trust consist of property taxes, insurance, corporate overhead, interest on
mortgage debt and depreciation of the Hotels. The Percentage Leases provide for
the payment of base rent and percentage rent. For the six-month period ended
July 31, 1999, base rent and percentage rent in the aggregate amount of $5.4
million was earned by the Trust. The principal determinant of percentage rent is
the Lessee's room revenues at the Hotels, as defined by the Percentage Leases.
Therefore, management believes that a review of the historical performance of
the operations of the operating Hotels, particularly with respect to occupancy,
average daily rate ("ADR"), calculated as total room revenue divided by number
of rooms sold, and revenue per available room, calculated as total room revenue
divided by number of rooms available (known as "REVPAR"), is appropriate for
understanding revenue from the Percentage Leases. ADR improved due to the
acquisitions in the prior year and the successful repositioning of those hotels
as studio and two room suite hotels that contribute more revenue per available
room. While occupancy declined slightly in 1999 (1.5%) due to increased supply
which exceeded demand growth, the improved ADR ($2.89) resulted in a REVPAR
growth of $.99 (2.2%).

The following table shows certain historical financial and other
information for the periods indicated.

For the Six Month Period Ended
July 31,
-------------------------------
1999 1998
----------- ---------
Occupancy 64.4% 65.9%
Average Daily Rate (ADR) $70.74 $67.85
Revenue per available room (REVPAR) $45.59 $44.60

No assurance can be given that the trends reflected in this data will
continue or that Occupancy, ADR and REVPAR will not decrease as a result of
changes in national or local economic or hospitality industry conditions.

RESULTS OF OPERATIONS

ACTUAL RESULTS OF OPERATIONS FOR THE CONSOLIDATED COMPANY

Comparison of the six months ended July 31, 1999 with 1998 (InnSuites
Hospitality Trust)

For the six months ended July 31, 1999, the Trust had revenues of
approximately $5.4 million compared to approximately $4.8 million for the six
months ended July 31, 1998, an increase of approximately $.6 million. Total
expenses of approximately $5.1 million (restated) for the six months ended July
31, 1999 resulted in approximately a $1.1 million (restated) increase over
expenses of approximately $4.0 million for the six months ended July 31, 1998.

General and administrative expenses include overhead charges for
management, accounting, shareholder and legal services for the Trust. In
comparing general and administrative expenses for the six months ended July 31,
1999 and 1998, general and administrative expenses increased approximately
$669,000 (restated) from $814,000 primarily due to a final settlement of
accounting and legal charges associated with the Trust's closing of the
Cleveland, Ohio office and the write-off of deferred expenses of approximately
$575,000 relating to a withdrawn public offering.

Interest expense increased by $344,000 in comparing the six months
ended July 31, 1999 and 1998 due to a combination of renegotiating lower
interest rates and the addition of $3.1 million in fixed mortgages and/or lines
of credit. The proceeds of those borrowings were used for capital improvements,
dividends and additional operational needs.

Real estate and personal property taxes, insurance and ground rent
increased $90,000 in comparing the six months ended July 31, 1999 and 1998. The
majority of the increase relates to the acquisition of the Buena Park and San
Diego hotels. Additionally, the Trust incurred charges for directors and
officers insurance in 1999.

In comparing depreciation for the six months ended July 31, 1999 and
1998, depreciation increased $167,000 primarily due to the Trust's acquisitions
of the Buena Park and San Diego hotels. The remainder of the increase resulted
from an increase in capitalized refurbishment costs.

When comparing other expenses for the six months ended July 31, 1999
and 1998, the Trust experienced a decrease of $304,000 in advisory fees due to
the sale of Mid-America ReaFund Advisors, Inc. ("MARA") to the Partnership in
1999. MARA was formerly the Trust's advisory company.

The Trust had net income before minority interest of approximately $330,000
(restated) in the six months ended July 31, 1999, which represented a decrease
of approximately $374,000 (restated) from the $704,000 earned in the six months
ended July 31, 1998. After deducting minority interest of approximately $239,000
(restated), the Trust had net income attributable to shares of beneficial
interest of approximately $90,000 (restated) and basic income per share of $0.04
(restated) for the six months ended July 31, 1999.

As discussed previously in the notes to the financial statements, an
accounting change proposed by the Emerging Issues Task Force required that
contingent rent only be recognized when specified targets that trigger the
increases are met. After the second quarter of 1998, the Percentage Lease
agreements were modified to reflect this accounting change. The recalculation of
revenues for the six-month period ended July 31, 1998 set forth below depicts
what revenues would have been if they had been calculated using the terms of the
modified Percentage Lease agreements. As demonstrated below, the Trust is
performing better than last year for the same time period with regards to net
income and earnings per share. Additionally, it is particularly important to
note that the Trust's interest in the Partnership has increased to 42% as of
July 31, 1999 compared to an interest of 15% as of July 31, 1998. The Trust's
weighted average ownership in the Partnership during the six-month period ended
July 31, 1999 was 36% compared with 14% for the six-month period ended July 31,
1998.

(amounts in thousands except for per share data)
July 31, July 31, July 31,
1999 1998 1998
(Restated) Recalculated As Reported in 10Q

Revenues.............................. $ 5,388 $4,323 $4,751
Net income before minority interest... 329 299 704
Minority interest..................... 239 246 629
------- ------ ------
Net income attributable to shares of
beneficial interest.......... $ 90 $ 53 $ 75
Earnings per share - basic............ $ .04 $ .03 $ .05
Weighted average number of shares
Outstanding - basic.......... 2,311 1,668 1,668
Earnings per share - diluted.......... $ .03 $ .03 $ .05
Weighted average number of shares
Outstanding - diluted........ 10,047 1,668 1,668

The Scottsdale hotel is highly seasonal with best results in the first
quarter. The reduction of the Scottsdale ownership from 100% to 42% reduced the
Trust's earnings in the first quarter but will result in less seasonality in the
second, third and fourth quarters. Buena Park and San Diego are more seasonal
operations that traditionally contribute greater amounts of income in the second
quarter of the Trust's fiscal year compared to the first quarter. The changes in
percentage rent allocation and the repositioning of the Buena Park and San Diego
hotels should provide less seasonality than the Trust has experienced
historically.

Comparison of the quarter ended July 31, 1999 with 1998 (InnSuites Hospitality
Trust)

For the quarter ended July 31, 1999, the Trust had revenues of approximately
$2.1 million compared to approximately $2.0 million for the quarter ended July
31, 1998, an increase of approximately $100,000. Total expenses increased
approximately $671,000 (restated) to approximately $2.8 million (restated) for
the quarter ended July 31, 1999 from approximately $2.1 million for the quarter
ended July 31, 1998.

General and administrative expenses include overhead charges for
management, accounting, shareholder and legal services for the Trust. In
comparing general and administrative expenses for the quarters ended July 31,
1999 and 1998, general and administrative expenses increased by approximately
$583,000 (restated) to approximately $966,000 (restated) from approximately
$383,000 primarily due to the write-off of deferred expenses of approximately
$575,000 relating to a withdrawn public offering.

Interest expense increased by $192,000 comparing the quarters ended
July 31, 1999 and 1998, due to the addition of $3.1 million in fixed mortgages
and/or lines of credit. The proceeds of those borrowings were used for capital
improvements, dividends and additional operational needs.

Real estate and personal property taxes, insurance and ground rent
decreased $56,000 in comparing the quarters ended July 31, 1999 and 1998. A
majority of the decrease is attributable to a reduction in property tax expense
associated with the Flagstaff property.

In comparing depreciation for the quarter ended July 31, 1999 and 1998,
depreciation increased $68,000 primarily due to the acquisitions of the San
Diego and Buena Park hotels, which occurred during the first and second quarters
of 1998, respectively. The remainder of the increase is attributable to an
increase in capitalized refurbishment costs.

When comparing other expenses for the quarters ended July 31, 1999 and
1998, the Trust experienced a decrease of $160,000 in advisory fees due to the
sale of MARA to the Partnership in fiscal year 1999.

Considering all of the changes and acquisitions mentioned above, the Trust
had a net loss before minority interest of approximately $664,000 (restated) in
the quarter ended July 31, 1999, an increased loss of approximately $590,000
(restated) from the $74,000 loss reported in the quarter ended July 31, 1998.
After deducting minority interest loss of approximately $368,000 (restated), the
Trust had a net loss applicable to shares of beneficial interest of
approximately $296,000 (restated) and a basic and diluted loss per share of $.13
(restated) for the quarter ended July 31, 1999 compared with a loss of
approximately $98,000 and a loss per share of $.06 for the quarter ended July
31, 1998. The increased loss for the quarter is attributable to the write-off of
deferred expenses relating to a withdrawn public offering.

Funds from Operations (FFO)

The Trust notes that industry analysts and investors use Funds From
Operations ("FFO") as another tool to evaluate and compare equity REITs. The
Trust also believes it is meaningful as an indicator of net income excluding
most non-cash items and provides information about the Trust's cash available
for distributions, debt service and capital expenditures. The Trust follows the
March 1995 interpretation of the National Association of Real Estate Investment
Trusts ("NAREIT") definition of FFO which is calculated (in the Trust's case)
as net income plus depreciation and amortization, and loss on disposals and
extraordinary items, if applicable. Other non-cash expenses such as stock
option expense have not been added back in Funds from Operations. FFO does not
represent cash flow from operating activities in accordance with generally
accepted accounting principles ("GAAP") and is not indicative of cash available
to fund all of the Trust's cash needs. FFO should not be considered as an
alternative to net income or any other GAAP measure as an indicator of
performance and should not be considered as an alternative to cash flows as a
measure of liquidity. In addition, the Trust's FFO may not be comparable to
other companies' FFO due to differing methods of calculating FFO and varying
interpretations of the NAREIT definition.

FUNDS FROM OPERATIONS (FFO)
For the Six-Month Period
Ended July 31
(unaudited)
----------------------------------
(amounts in thousands)
1999 1998 1998
(Restated) Recalculated Reported
---------- ------------ --------

Net Income attributable to common stockholders $ 90 $ 53 $ 75
Depreciation and Amortization (Trust's portion) 500 118 118
--------- ------------ --------
Funds from Operations (FFO) $ 590 $ 171 $ 193
========= ============ ========

FFO reported increased from $193,000 in the period ended July 31, 1998
(recalculated at $171,000) to $590,000 (restated) for the period ended July 31,
1999. As noted above, FFO is a common tool used to measure the ability of a REIT
to provide funds for various operating, investing, and capital improvement
activities. The increase in FFO attributable to the six months ended July 31,
1999 over the six months ended July 31, 1998 shows the positive contribution the
repositioned Hotels have made to the operating performance of the Trust.

Comparison of the period ended June 30, 1999 with 1998 (InnSuites Hotels,
Inc.-Lessee)

For the six months ended June 30, 1999, the Lessee had revenues of
$15.8 million compared to $14.6 million for the six months ended June 30, 1998.
This 8.2% increase was due to improvements in ADR from $67.85 to $70.74 and a
$400,000 increase in food and beverage sales. Total expenses decreased from
$16.8 million to $16.4 million.

Room revenues at the Hotels increased $878,000, or 6.5%, from the six-
months ended June 30, 1998 to the six-months ended June 30, 1999. This increased
revenue reflects the continued growth of the repositioned hotels at Tucson St.
Mary, Arizona and Buena Park and San Diego, California and the influence of
tourism in the southern Arizona hotels during the winter months. Continuing
efforts to enhance the properties through refurbishment programs continues to
show a positive effect on guests and referrals.

Operating, advertising, and other expenses decreased by $337,000, or
3.2%, between the periods because of the repairs and repositioning costs
incurred in 1998. These costs decreased as a percentage of revenues from 73% in
1998 to 65% in 1999. Rent expense also decreased by 1.3% due to the previously
discussed changes in the Percentage Leases.

LIQUIDITY AND CAPITAL RESOURCES

The Trust, through its ownership interest in the Partnership, will have
its proportionate share of the benefits and obligations of the Partnership's
ownership interests in the Hotels. The Trust's principal sources of cash to meet
its cash requirements, including distributions to its shareholders, will be its
share of the Partnership's cash flow. The Partnership's principal source of
revenue will be rent payments under the Percentage Leases. The Lessee's
obligations under the Percentage Leases are unsecured and its ability to make
rent payments to the Partnership under the Percentages Leases, and the Trust's
liquidity, including its ability to make distributions to its shareholders, will
depend upon the ability of the Lessee to generate sufficient cash flow from
hotel operations. During the second quarter, the cash payments exceeded $1.7
million dollars on rent receivables.

Beyond the 4% reserve for refurbishment and replacements set aside
annually, approximately $140,000 will be spent in the next quarter for the Nova
Front Desk systems in response to potential computer systems problems associated
with the Year 2000; an ongoing expenditure totaling $450,000 for refurbishing
costs at the San Diego hotel will also be incurred in future quarters.

The Trust intends to acquire and develop additional hotels and expects
to incur indebtedness to fund those acquisitions and developments. The Trust may
also incur indebtedness to meet distribution requirements imposed on a REIT
under the Internal Revenue Code to the extent that working capital and cash flow

from the Trust's investments are insufficient to make the required
distributions. The terms of the Credit Facility discussed below permit
borrowings for that purpose, but impose certain limitations on the Trust's
ability to engage in other borrowings.

The Trust maintains a Credit Facility with Pacific Century Bank to
assist it in its funding of the acquisition and development of additional hotels
and for certain other business purposes. Borrowings under the Credit Facility
are secured by first mortgages on three of the Hotels. The Trust has drawn $11.3
million from its line of credit, which bears interest at a variable interest
rate. By its terms, the Credit Facility will expire in approximately two years,
subject to renewal. The terms of the Credit Facility require the Partnership to
maintain a net worth of not less than $15 million and, as of the end each fiscal
quarter, maintain a debt to net worth ratio of not greater than 1.5 to 1.0, and
a net operating income to debt service relating to encumbered properties ratio
of not less than 1.25 to 1.0. The Trust may prepay the Credit Facility, subject
to a prepayment penalty of $250 plus a yield-maintenance penalty. During the
term of the Credit Facility, the Trust may not further encumber its collateral,
sell its collateral, change the nature of its business, or unreasonably suspend
its business. The Trust is in negotiations with its lenders to adjust its
covenant requirements.

The Trust may seek to increase the amount of its Credit Facility,
negotiate additional credit facilities, or issue debt instruments. Any debt
incurred or issued by the Trust may be secured or unsecured, long-term,
medium-term or short-term, bear interest at a fixed or variable rate and be
subject to such other terms as the Trust considers prudent.

The Trust will acquire or develop additional hotels only as suitable
opportunities arise, and the Trust will not undertake acquisition or
redevelopment of properties unless adequate sources of financing are available.
Funds for future acquisitions or development of hotels are expected to be
derived, in whole or in part, from borrowings under the Credit Facility or other
borrowings or from the proceeds of additional issuances of shares of beneficial
interest or other securities. There is not an agreement or understanding to
invest in any other properties, and there can be no assurance that the Trust
will successfully acquire or develop additional hotels.

The Partnership will contribute to a Capital Expenditures Fund on a
continuing basis, from the rent paid under the Percentage Leases, an amount
equal to 4% of the Lessee's revenues from operation of the Hotels. The Capital
Expenditures Fund is intended to be used for capital improvements to the Hotels
and refurbishment and replacement of furniture, fixtures and equipment, in
addition to other uses of amounts in the Fund considered appropriate from time
to time. The Partnership anticipates making similar arrangements with respect to
future hotels that it may acquire or develop. During the six-month period ended
July 31, 1999, the Hotels spent approximately $1.2 million for capital
expenditures. The Trust considers the majority of these improvements to be
revenue producing and therefore these amounts have been capitalized and are
being depreciated over their estimated useful lives. The Hotels also spent
$832,000 during the six month period ended July 31, 1999 on repairs and
maintenance and these amounts have been charged to expense as incurred.

Outstanding mortgage debt increased from $23.2 million at January 31,
1999 to $24.0 million at July 31, 1999 due to the mortgage debt increase and
refinancing of the Northern Phoenix property.

INFLATION

The Trust's revenues initially will be based on the Percentage Leases
which will result in changes in the Trust's revenues based on changes in the
underlying Hotel revenues. Therefore, the Trust initially will be relying
entirely on the performance of the Hotels and the Lessee's ability to increase
revenues to keep pace with inflation. Operators of hotels in general, and the
Lessee in particular, can change room rates quickly, but competitive pressures
may limit the Lessee's ability to raise rates faster than inflation.

The Trust's largest fixed expense is the depreciation of the investment
in Hotel properties. The Trust's variable expenses, which are subject to
inflation, represented approximately 28.8% of revenues in six-month period
ended July 31, 1999. These variable expenses (general and administrative costs,
as well as real estate and personal property taxes, insurance and ground rent)
are expected to grow with the general rate of inflation.

SEASONALITY

The Hotels' operations historically have been seasonal. The six
southern Arizona hotels experience their highest occupancy rates in the first
fiscal quarter and, to a lesser extent, the fourth fiscal quarter. The second
fiscal quarter tends to be the lowest occupancy period at those six southern
Arizona hotels. The Flagstaff, Arizona and San Diego and Buena Park, California
hotels experience their highest occupancy rates in the second and third fiscal
quarters. This seasonality pattern can be expected to cause fluctuations in the
Trust's quarterly lease revenues under the Percentage Leases. To the extent that
cash flow from operations is insufficient during any quarter, because of
temporary or seasonal fluctuations in lease revenue, the Trust may utilize other
cash on hand or borrowings to make distributions to its shareholders. The extent
of the fluctuation of earnings related to seasonality of the Hotels is
anticipated to be leveled by the fact that the Trust's ownership of the
Scottsdale hotel (which shows one of the highest seasonal fluctuations) has been
reduced to 42% from 100%. At the same time, the Trust's ownership of the other
Hotels, including the California properties (which are less seasonal and have a
different high season) was increased from an average of 14.4% to 42% as of July
31, 1999.

YEAR 2000 COMPLIANCE

The Year 2000 problem is the result of computer programs having been
written using two digits instead of four digits to define the applicable year.
Any of the Company's computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the Year 2000. This
could potentially result in a system failure or miscalculations, causing
disruptions of operations and normal business activity.

The Trust and the Lessee have upgraded their computer accounting
programs and the Lessee is completing the installation of new property
management systems along with necessary hardware. These new systems have been
warranted to be Year 2000 compliant. The Trust has estimated the total cost that
will be incurred in connection with these installations to be approximately
$400,000, which will be capitalized and amortized over seven years. To date, the
Trust has spent $260,000 toward the completion of these installations and
anticipates completing the project by October 1999. The Trust believes that such
costs will not result in a material adverse effect on its financial condition or
results of operations.

While these new systems represent virtually all of the Trust's computer
systems, the Trust and the Lessee cannot predict the effect of the Year 2000
problem on vendors, customers and other entities with which the Trust and the
Lessee transact business, and there can be no assurance that the effect of the
Year 2000 problem on such entities will not adversely affect the Trust's
operations.

Although the Trust is not aware of any threatened claims related to the
Year 2000, the Trust may become subject to litigation arising from such claims,
and depending on the outcome, such litigation could have a material adverse
effect on the Trust. It is not clear whether the Trust's insurance coverage
would be adequate to offset these and other business risks related to the Year
2000.

In the event of any failure of any of the computer systems, the Trust
and the Initial Lessee intend to perform necessary functions without the aid of

the affected computer systems until any Year 2000 problems are resolved.

FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Trust intends that such
forward-looking statements be subject to the safe harbors created by such Acts.
Those forward-looking statements include statements regarding the intent, belief
or current expectations of the Trust, its Trustees or its officers in respect of
(i) the declaration or payment of dividends; (ii) the leasing, management or
operation of the Hotels; (iii) the adequacy of reserves for renovation and
refurbishment; (iv) the Trust's financing plans; (v) the Trust's position
regarding investments, acquisitions, financings, conflicts of interest and other
matters; (vi) the Trust's continued qualification as a REIT; and (vii) trends
affecting the Trust's or any Hotel's financial condition or results of
operations. The words and phrases "looking ahead", "we are confident", "should
be", "will be", "predicted", "believe", expect", " anticipate" and similar
expressions identify forward-looking statements.

These forward-looking statements reflect the Trust's current views in
respect of future events and financial performance, but are subject to many
uncertainties and factors relating to the operations and business environment of
the Hotels that may cause the actual results of the Trust to differ materially
from any future results expressed or implied by such forward-looking statements.
Examples of such uncertainties include, but are not limited to: fluctuations in
hotel occupancy rates; changes in room rental rates which may be charged by the
Lessee in response to market rental rate changes or otherwise; interest rate
fluctuations; changes in federal income tax laws and regulations; competition;
any changes in the Trust's financial condition or operating results due to
acquisitions or dispositions of hotel properties; real estate and hospitality
market conditions; hospitality industry factors; and local or national economic
and business conditions, including, without limitation, conditions which may
affect public securities markets generally, the hospitality industry, or the
markets in which the Trust operates or will operate. The Trust does not
undertake any obligation to update publicly or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
Pursuant to Section 21E(b)(2)(E) of the Securities Exchange Act of 1934, the
qualifications set forth hereinabove are inapplicable to any forward-looking
statements in this Form 10-Q relating to the operations of the Partnership.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Trust is exposed to interest rate risk primarily as a result of its
mortgage notes payable, notes payable to banks and notes payable to related
parties. The proceeds from these loans were used to maintain liquidity, fund
capital expenditures and expand the Trust's real estate investment portfolio and
operations. The Trust's interest rate risk management objective is to limit the
impact of interest rate changes on earnings and cash flows and to lower its
overall borrowing costs. To achieve its objectives, the Trust borrows using
fixed rate debt, when possible. The Trust could enter into derivative financial
instruments such as interest rate swaps, caps and treasury locks in order to
mitigate its interest rate risk on a related financial instrument. To date, the
Trust has not entered into any such derivative transactions. The Trust's
interest rate risk is monitored using a variety of techniques. There have been
no significant changes in the Trust's debt structure during the three and
six-month periods ended July 31, 1999.

PART II

OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On July 12, 1999, the Trust held its Annual Meeting of Shareholders to
consider the election of Trustees and the adoption and approval of an amendment
to the Second Amended and Restated Declaration of Trust. Prior to such meeting,
the Trust provided notice of the Annual Meeting and solicited proxies through
the Trust's definitive Proxy Statement, dated June 1, 1999, wherein the
considered transactions were described to the shareholders.

Shareholders representing 1,968,266 of the voting shares of the Trust were
present at the Annual Meeting, in person or by proxy, representing a quorum for
such Annual Meeting. The considered transactions were properly placed before the
shareholders for adoption and approval. Following the votes of the shareholders,
such votes were certified by the Inspector of Election of the Annual Meeting as
follows:

ABSTENTION AND
FOR AGAINST BROKER NON-VOTES
--------- ------- ----------------
ELECTION OF TRUSTEES:

Edward G. Hill......................... 1,926,972 0 41,294
Steven S. Robson....................... 1,926,372 0 41,894
Adoption and approval of amendment to
Second Amended and Restated
Declaration of Trust............... 1,924,965 34,128 9,172

The amendment to the Second Amended and Restated Declaration of Trust
was adopted and approved and all of the nominees for Trustee were elected by the
requisite majorities.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a)

EXHIBIT
NUMBER EXHIBIT
------- -------

3.1 Second Amended and Restated Declaration of Trust, as further
amended on July 12, 1999.

10.1 Promissory Note dated June 14, 1999 by InnSuites Hospitality Trust
in favor of James F. Wirth.

10.2 Promissory Note dated July 27, 1999 by InnSuites Hospitality Trust
in favor of James F. Wirth.

27.1 Financial Data Schedule. (1)

(1) Filed only in electronic format pursuant to Item 601(c) of Regulation S-K.

(b) REPORTS ON FORM 8-K.

No Current Reports on Form 8-K were filed on behalf of the Trust during
the quarter ended July 31, 1999.

SIGNATURES

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.

Dated: August 8, 2000 INNSUITES HOSPITALITY TRUST (Registrant)

By: /s/ Anthony B. Waters
------------------------------------
Anthony B. Waters
Chief Financial Officer