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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000936530-99-000002.txt : 19990115
<SEC-HEADER>0000936530-99-000002.hdr.sgml : 19990115
ACCESSION NUMBER:		0000936530-99-000002
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19990114

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SUPERTEL HOSPITALITY INC
		CENTRAL INDEX KEY:			0000919640
		STANDARD INDUSTRIAL CLASSIFICATION:	HOTELS & MOTELS [7011]
		IRS NUMBER:				470774097
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		
		SEC FILE NUMBER:	005-43315
		FILM NUMBER:		99506196

	BUSINESS ADDRESS:	
		STREET 1:		309 NORTH 5TH ST
		STREET 2:		P O BOX 1448
		CITY:			NORFOLK
		STATE:			NE
		ZIP:			68702-1448
		BUSINESS PHONE:		4023712520

	MAIL ADDRESS:	
		STREET 1:		309 NORTH 5TH STREET
		STREET 2:		P O BOX 1448
		CITY:			NORFOLK
		STATE:			NE
		ZIP:			68702-1448

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SCHULTE PAUL J
		CENTRAL INDEX KEY:			0000936530
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		904 LOVELY LN
		CITY:			NORFOLK
		STATE:			NE
		ZIP:			68701

	MAIL ADDRESS:	
		STREET 1:		904 LOVELY LN
		CITY:			NORFOLK
		STATE:			NE
		ZIP:			68701
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<DESCRIPTION>AMENDMENT NO. 2 TO SCHEDULE 13G
<TEXT>






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                [Amendment No. 2]

                    Under the Securities Exchange Act of 1934

                           SUPERTEL HOSPITALITY, INC.
                                (Name of Issuer)

                           COMMON STOCK $.01 PAR VALUE
                         (Title of Class of Securities)

                                   868524 10 9
                                 (CUSIP Number)


     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other provisions of the Act.

         1.       Name of Reporting Persons/I.R.S. Identification Nos. of
                  Above Persons (Entities Only)

                          PAUL J. SCHULTE, ###-##-####

         2.       Check the Appropriate Box if a Member of a Group

                  [  ]  (a)                                   [  ]  (b)

         3.       SEC Use Only

     4. Citizenship or Place of Organization: United States

                                             5. Sole Voting Power

                                                638,147 Shares
                  Number of
                  Shares                     6. Shared Voting Power
                  Beneficially
                  Owned by                      37,504 Shares
                  Reporting
                  Person                     7. Sole Dispositive Power
                  With
                                                638,147 Shares

                                             8. Shared Dispositive Power

                                                37,504 Shares

     9. Aggregate Amount Beneficially Owned by Each Reporting Person:

               675,651 Shares

     10. Check Box if Aggregate Amount in Row 11 Excludes Certain Shares: [ ]

     11. Percent of Class Represented by Amount in Row 11:  Approximately  14.0%
of voting securities.

     12. Type of Reporting Person: IN

<PAGE>

     The reporting person filed an Amendment No. 1 to Schedule 13G on January 8,
1998. The reporting  person's  ownership of Supertel  Hospitality,  Inc.  common
stock existed prior to the completion of Supertel's initial public offering. The
reporting  person  amends Item 4  ("Ownership")  of Schedule 13G by revising the
last  paragraph  thereof to read as follows:  Mr.  Schulte also holds options to
acquire an  aggregate  of 25,000  shares of Supertel  common  stock.  The shares
issuable  upon  exercise  of such  options  are not  included  in the  foregoing
amounts.  Mr.  Schulte's  spouse owns 1,984 shares of Supertel  common stock and
holds options to acquire an additional  10,000 shares of Supertel  common stock;
such shares are not included in the foregoing amounts.

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purposes or effect.


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                     January 13, 1999
                                              -------------------------------
                                                           (Date)

                                                   /s/ Paul J. Schulte
                                              -------------------------------

<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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