-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LJC8QPFYZAe6WiaTaSO064pzCU+vSYM/szZeqRjeMb8CyHixFLXE31T+Bw1v2hUH Jx1wziEXdWUJPnuwlfPv4w== 0001181431-04-040368.txt : 20040816 0001181431-04-040368.hdr.sgml : 20040816 20040816155904 ACCESSION NUMBER: 0001181431-04-040368 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040816 FILED AS OF DATE: 20040816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDSMITH C GERALD CENTRAL INDEX KEY: 0001252989 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12201 FILM NUMBER: 04978725 BUSINESS ADDRESS: STREET 1: 220 WELLS RD. CITY: PALM BEACH STATE: FL ZIP: 33480 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INNKEEPERS USA TRUST/FL CENTRAL INDEX KEY: 0000926866 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 650503831 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 306 ROYAL POINCIANA PLZ STREET 2: STE 100 CITY: PALM BEACH STATE: FL ZIP: 33480 BUSINESS PHONE: 5612271331 FORMER COMPANY: FORMER CONFORMED NAME: INNKEEPERS USA TRUST DATE OF NAME CHANGE: 19940714 4 1 rrd50574.xml FORM 4 X0202 4 2004-08-16 0 0000926866 INNKEEPERS USA TRUST/FL KPA 0001252989 GOLDSMITH C GERALD 285 COLONIAL LANE PALM BEACH FL 33480 0 0 0 1 Trustee similar to a director Common Shares 2004-08-16 4 M 0 5000 10.00 A 12500 D Common Shares 2004-08-16 4 S 0 1900 11.00 D 12500 D Common Shares 2004-08-16 4 S 0 3100 11.01 D 12500 D Trustee Share Option (right to buy) 10.00 2004-08-16 4 M 0 5000 D 2004-09-23 Common Shares 5000 13000 D Options granted 9/23/94. 1,000 options vested on the grant date and each of the first four years following the grant date. \s\ attorney filing Mark A. Murphy, attorney in fact 2004-08-16 EX-24. 2 rrd41802_47158.htm POWER OF ATTORNEY rrd41802_47158.html

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of David Bulger, Gregory M.
Fay and Mark A. Murphy, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or trustee of
Innkeepers USA Trust (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to
complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments
thereto, and timely file such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-
in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of
the undersigned's responsibilities to comply with Section 16 or the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms
3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the __ day of
______, 200_.



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