UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1 TO

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Original Report (earliest event reported): November 15, 2007

APPLE REIT EIGHT, INC.

(Exact name of registrant as specified in its charter)

Virginia	333-140548	20-8268625
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

814 East Main Street, Richmond, Virginia	23219
(Address of principal executive offices)	(Zip Code)

(804) 344-8121

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Apple REIT Eight, Inc. hereby amends Item 9.01 of its Current Report on Form 8-K dated November 15, 2007 and filed (by the required date) on November 19, 2007 for the purpose of filing certain financial statements and information. In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 sets forth the complete text of the item as amended.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

BRR Greensboro, S.M.L.L.C. and BRR Harrisonburg, S.M.L.L.C. (prior owners, respectively of the Greensboro, North Carolina SpringHill Suites Hotel and the Harrisonburg, Virginia Courtyard Hotel)
Independent Auditors’ Report	2
Combined Balance Sheets – November 8, 2007 and December 31, 2006	3
Combined Statements of Operations and Changes in Owners’ Equity – Period Ended November 8, 2007 and Year Ended December 31, 2006	4
Combined Statements of Cash Flows – Period Ended November 8, 2007 and Year Ended December 31, 2006	5
Notes to Combined Financial Statements	6

(b) Pro forma financial information.

The below pro forma financial information pertains to the hotel referred to in the financial statements (see (a) above) and to a separate group of recently purchased hotels.

Apple REIT Eight, Inc. (Unaudited)

Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2007	10
Notes to Pro Forma Condensed Consolidated Balance Sheets	12
Pro Forma Condensed Consolidated Statements of Operations for the year ended December 31, 2006 and the Nine months ended September 30, 2007	13
Notes to Pro Forma Condensed Consolidated Statements of Operations	16

(c) Shell company transactions.

Not Applicable.

(d) Exhibits.

None.

1

INDEPENDENT AUDITOR’S REPORT

To the Member

BRR Greensboro, S.M.L.L.C.

BRR Harrisonburg, S.M.L.L.C.

Williamsburg, Virginia

We have audited the combined balance sheets of BRR Greensboro, S.M.L.L.C. and BRR Harrisonburg, S.M.L.L.C. (the Companies), as of November 8, 2007 and December 31, 2006, and the related combined statements of operations and changes in owner’s equity and combined cash flows for the period January 1, 2007 through November 8, 2007 and the year ended December 31, 2006. These combined financial statements are the responsibility of the Companies’ management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Companies are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companies’ internal control over financial reporting. Accordingly, we do not express such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimated made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of the Companies as of November 8, 2007 and December 31, 2006 and the results of their operations and their cash flows for the period and year then ended, respectively, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 6, during November 2007 BRR Greensboro, S.M.L.L.C. and BRR Harrisonburg, S.M.L.L.C. sold substantially all of their assets.

/s/ PKF Witt Mares, PLC

Norfolk, Virginia

December 14, 2007

2

BRR GREENSBORO, S.M.L.L.C.

BRR HARRISONBURG, S.M.L.L.C.

COMBINED BALANCE SHEETS

NOVEMBER 8, 2007 AND DECEMBER 31, 2006

	2007		2006
ASSETS
Investment in hotels, net	$	18,428,689	$	18,922,246
Cash and cash equivalents		111,794		89,047
Escrow deposits		351,965		223,577
Accounts receivable		25,326		36,525
Due from affiliates		6,760,231		6,588,030
Prepaid expenses and other assets		21,030		11,016
Intangible assets, net		65,937		69,581
Total assets	$	25,764,972	$	25,940,022
LIABILITIES AND OWNER’S EQUITY
Mortgage notes payable	$	9,570,880	$	10,566,734
Accounts payable and accrued expenses		468,881		465,999
Due to affiliates		1,772,144		2,182,073
Total liabilities		11,811,905		13,214,806
Owner’s equity		13,953,067		12,725,216
Total liabilities and owner’s equity	$	25,764,972	$	25,940,022

See accompanying notes.

3

BRR GREENSBORO, S.M.L.L.C.

BRR HARRISONBURG, S.M.L.L.C.

COMBINED STATEMENTS OF OPERATIONS AND

CHANGES IN OWNER’S EQUITY

PERIOD ENDED NOVEMBER 8, 2007 AND YEAR ENDED DECEMBER 31, 2006

	2007			2006
REVENUES
Rooms	$	5,394,925		$	5,878,931
Other income		240,419			291,831
Total revenues		5,635,344			6,170,762
OPERATING EXPENSES
Rooms		1,156,836			1,339,931
Other		226,755			276,914
Depreciation and amortization		582,676			659,360
Real estate taxes, insurance and other		190,065			194,829
Property operation, maintenance and energy costs		492,364			528,171
Management and franchise fees		811,959			833,924
Administrative		686,960			747,010
Total operating expenses		4,147,615			4,580,139
OPERATING INCOME		1,487,729			1,590,623
OTHER INCOME (EXPENSE)
Interest expense		(602,122	)		(418,944	)
Interest income		376,798			106,079
North Carolina franchise taxes		(34,554	)		(33,000	)
Total other income (expense)		(259,878	)		(345,865	)
Net income		1,227,851			1,244,758
Owner’s equity, beginning of period		12,725,216			11,480,458
Owner’s equity, end of period	$	13,953,067		$	12,725,216

See accompanying notes.

4

BRR GREENSBORO, S.M.L.L.C.

BRR HARRISONBURG, S.M.L.L.C.

COMBINED STATEMENTS OF CASH FLOWS

PERIOD ENDED NOVEMBER 8, 2007 AND YEAR ENDED DECEMBER 31, 2006

	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,227,851		$	1,244,758
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		582,676			659,360
Write-off of intangibles		—			47,148
Changes in operating assets and liabilities:
Accounts receivable		11,199			4,049
Prepaid expenses and other assets		(10,014	)		6,948
Accounts payable and accured expenses		2,882			115,917
Net cash provided by operating activities		1,814,594			2,078,180
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(85,475	)		(85,887	)
Net (increase) decrease in escrow deposits		(128,388	)		(144,945	)
Net advances to affiliates		(172,201	)		(6,338,802	)
Net (repayments to) advances from affiliates		(409,929	)		7,771
Net cash used in investing activities		(795,993	)		(6,561,863	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings		—			4,500,000
Payments on mortgage note payable		(995,854	)		(341,763	)
Net cash (used in) provided by financing activities		(995,854	)		4,158,237
Net increase (decrease) in cash and cash equivalents		22,747			(325,446	)
CASH AND CASH EQUIVALENTS
Beginning	$	89,047		$	414,493
Ending	$	111,794		$	89,047
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid for interest	$	602,122		$	418,944

See accompanying notes.

5

BRR GREENSBORO, S.M.L.L.C.

BRR HARRISONBURG, S.M.L.L.C.

NOTES TO COMBINED FINANCIAL STATEMENTS

NOVEMBER 8, 2007 AND DECEMBER 31, 2006

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

BRR Greensboro, S.M.L.L.C. and BRR Harrisonburg, S.M.L.L.C. (the Companies) are limited liability companies that were formed in October and November, 2005 for the purpose of acquiring, owning and operating hotels. During 2005, BRR Greensboro, S.M.L.L.C. acquired an existing Springhill Suites and BRR Harrisonburg, S.M.L.L.C. acquired an existing Courtyard Inn as part of a like-kind exchange. Springhill Suites has 82 rooms and is located in Greensboro, North Carolina and Courtyard by Marriott has 125 rooms and is located in Harrisonburg, Virginia.

Basis of Accounting

The financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States.

Basis of Combination

The combined financial statements include the accounts of BRR Greensboro, S.M.L.L.C. and B.R.R. Harrisonburg, S.M.L.L.C. Both are 100% owned by Blue River Ranch Co., L.L.C. which is owned 97% by TLC Capital, Inc.

Cash and Cash Equivalents

The Companies consider all highly liquid instruments purchased with maturities of three months of less to be cash equivalents.

Accounts Reveivable

Accounts receivable are primarily comprised of trade receivables due from guests of the hotel. The Companies use the allowance method to account for uncollectible receivables and management determined that no allowance was considered necessary. Recoveries of trade receivables previously written off are recorded when received.

Use of Estimates

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

Advertising and Promotion Costs

Advertising and promotion costs are charged to operations as incurred and totaled $18,848 and $23,496 for 2007 and 2006, respectively.

6

BRR GREENSBORO, S.M.L.L.C.

BRR HARRISONBURG, S.M.L.L.C.

NOTES TO COMBINED FINANCIAL STATEMENTS

NOVEMBER 8, 2007 AND DECEMBER 31, 2006

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Concluded)

Investment in Hotels

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Management estimates the useful lives of assets to be 39 years for buildings and improvements, 15 years for land improvements and 5 to 7 years for furniture, fixtures and equipment.

Escrow Deposits

An escrow deposit for repairs, replacments and maintenance are maintained under the control of the Company. Escrow deposits for taxes and insurance are maintained under the control of the mortgage lender.

Impairment of Long-Lived Assets

The Companies’ management reviews the carrying value of tangible and intangible assets whenever significant events or changes in circumstances occur that might impair the recovery of these costs. Recovery is evaluated by measuring the carrying value of the assets against the associated future estimated cash flows. Management’s estimates of fair values are based on the best information available and require the use of estimates, judgment and projections as considered necessary. Actual results may vary. As of November 8, 2007 and December 31, 2006, no impairment losses were recognized.

Intangible Assets

The contractual term of the franchise agreement for BRR Greensboro, S.M.L.L.C. is 20 years, beginning in October, 2005 and for BRR Harrisonburg, S.M.L.L.C, 14 years, beginning November, 2005.

Revenue Recognition

Room revenue represents revenue derived from the rental of rooms. Revenues are recognized as room stays occur.

Income Taxes

The Companies are limited liability companies. The members separately account for the Companies’ items of income, deductions, losses, and credits for federal and state income tax reporting. BRR Greensboro, S.M.L.L.C. incurs North Carolina franchise taxes, which totaled $34,554 and $33,000 for 2007 and 2006, respectively.

7

BRR GREENSBORO, S.M.L.L.C.

BRR HARRISONBURG, S.M.L.L.C.

NOTES TO COMBINED FINANCIAL STATEMENTS

NOVEMBER 8, 2007 AND DECEMBER 31, 2006

NOTE 2 – MORTGAGE NOTES PAYABLE

Mortgage notes payable consisted of the following:

	2007		2006
Wells Fargo Commercial Mortgage note, collateralized by the Harrisonburg property, due monthly at $60,762 including interest at 6.11%, maturing 2018	$	5,734,750	$	6,066,734
Suntrust Open Line of Credit, collateralized by the Greensboro property, interest due monthly at prime plus 2.5%, maturing 2008		3,836,130		4,500,000
Total mortgage notes payable	$	9,570,880	$	10,566,734

Future principle maturities of the mortgage notes payable are as follows:

2007	$	393,823
2008		4,254,701
2009		444,874
2010		472,830
2011		502,543
Thereafter		3,502,109
	$	9,570,880

NOTE 3 – INVESTMENT IN HOTELS

Investment in hotels at November 8, 2007 and December 31, 2006 consisted of the following:

	2007		2006
Land	$	2,036,508	$	2,036,508
Building and improvements		16,019,400		15,979,837
Furnishings and equipment		1,735,811		1,689,898
Total cost		19,791,719		19,706,243
Less accumulated depreciation		1,363,030		783,997
Investment in hotels, net	$	18,428,689	$	18,922,246

NOTE 4 – FRANCHISE AGREEMENT

The Companies operate the hotels as a Springhill Suites and Courtyard by Marriott under franchise agreements. The Companies are required to pay the franchisor a flat fee monthly for dues, software support, etc., and are required to pay franchise, marketing, and reservation service fees which are based on a percentage of gross room revenues. These fees totaled $483,421 and $505,480 for 2007 and 2006, respectively.

8

BRR GREENSBORO, S.M.L.L.C.

BRR HARRISONBURG, S.M.L.L.C.

NOTES TO COMBINED FINANCIAL STATEMENTS

NOVEMBER 8, 2007 AND DECEMBER 31, 2006

NOTE 5 – RELATED PARTIES

Certain members owning a substantial portion of the hotels are related shareholders of TLC Capital, Inc (TLC). As needed, money is transferred to and from the hotels by TLC. The Companies owed TLC $190,900 and $335,900, at November 8, 2007 and December 31, 2006, respectively. TLC owed the Companies $2,924,101 and $2,088,030, at November 8, 2007 and December 31, 2006, respectively. In addition, BRR Greensboro, S.M.L.L.C. owed Blue River Ranch Co., L.L.C. (the sole member of the company) $200,000 at December 31, 2006.

The Companies are affiliated with TLC Somerset, S.M.L.L.C. (Somerset) through common ownership and as of November 8, 2007 and December 31, 2006, Somerset owed the Companies $3,836,130 and $4,500,000, respectively.

The Companies are affiliated with TLC Blacksburg, S.M.L.L.C. (Blacksburg) through common ownership and as of November 8, 2007 and December 31, 2006 owed Blacksburg $1,381,244 and $1,626,173, respectively.

Newport Hospitality Group, Inc. (the Group) is the managing company for the hotels. The Group is affiliated with the member through common ownership. The Companies owed the Group $56,922 and $55,693 at 2007 and 2006, respectively. Management fee expense incurred by the Companies with the Group totaled $267,035 and $276,586 for 2007 and 2006, respectively.

NOTE 6 – SUBSEQUENT EVENTS

During November 2007 substantially all of the Companies’ assets were sold for a gross purchase price of approximately $8 million for the Greensboro property and $23.2 million for the Harrisonburg property.

9

APPLE REIT EIGHT, INC.

Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2007 (unaudited)

(in thousands, except share data)

The following unaudited Pro Forma Condensed Consolidated Balance Sheet of Apple REIT Eight, Inc. gives effect to the following hotel acquisitions:

Franchise	Location	Gross Purchase Price (millions)		Actual Acquisition Date
SpringHill Suites	Greensboro, NC	$	8.0	November 9, 2007
Courtyard	Somerset, NJ		16.0	November 9, 2007
Courtyard	Harrisonburg, VA		23.2	November 16, 2007
Hampton Inn	Bowling Green, KY		18.8	December 6, 2007
Homewood Suites	Chattanooga, TN		8.6	December 14, 2007
	Total	$	74.6

This Pro Forma Condensed Consolidated Balance Sheet also assumes all of the hotels had been leased to our wholly-owned taxable REIT subsidiaries pursuant to master hotel lease arrangements. The hotels acquired will be managed by an affiliate of Newport Hospitality Group, Inc. or by an affiliate of Larry Blumberg & Associates under separate management arrangements.

Such pro forma information is based in part upon the historical Consolidated Balance Sheet of Apple REIT Eight, Inc. and the historical balance sheets of the hotel properties.

The following unaudited Pro Forma Condensed Consolidated Balance Sheet of Apple REIT Eight, Inc. is not necessarily indicative of what the actual financial position would have been assuming such transactions had been completed as of September 30, 2007, nor does it purport to represent the future financial position of Apple REIT Eight, Inc.

The unaudited Pro Forma Condensed Consolidated Balance Sheet should be read in conjunction with, and are qualified in their entirety by, the historical balance sheets of the acquired hotels, as included in this document.

10

Balance Sheet as of September 30, 2007 (unaudited)

(In thousands, except share data)

	Company Historical Balance Sheet			BRR Greensboro, S.M.L.L.C and BRR Harrisonburg, S.M.L.L.C (A)		TLC Somerset, S.M.L.L.C. (Somerset, NJ Courtyard)		Newport Patriot, L.L.C. (Bowling Green, KY Hampton Inn)		Amtel Associates, LLC (Chattanooga, TN Homewood Suites)		Pro forma Adjustments			Total Pro forma
ASSETS
Investment in hotel properties, net	$	—		$	18,429	$	15,766	$	6,256	$	4,217	$	77,470	(A)	$	77,470
													(44,668	)(B)
Cash and cash equivalents		131,813			112		257		106		128		(603	)(C)		54,287
													(77,526	)(F)
Restricted cash—escrow deposits		—			352		—		178		176		(706	)(C)		—
Trade receivables		—			25		46		36		81		(188	)(C)		—
Other assets		4,260			6,847		823		2,669		29		(10,368	)(C)		4,260
Total Assets	$	136,073		$	25,765	$	16,892	$	9,245	$	4,631	$	(56,589	)	$	136,017
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Mortgage note payable—secured	$	—		$	9,571	$	—	$	7,214	$	3,597		(20,382	)(D)	$	—
Accounts payable, accrued costs and other liabilities		197			2,241		2,588		762		184		(5,831	)(D)	$	141
Total liabilities		197			11,812		2,588		7,976		3,781		(26,213	)		141
Shareholders’ equity (deficit)		—			13,953		14,304		1,269		850		(30,376	)(E)		—
Preferred stock, authorized 15,000,000 shares		—			—		—		—		—		—			—
Series A preferred shares, no par value, authorized 200,000,000 shares		—			-—		—		—		—		—			—
Series B preferred convertible stock, no par value, authorized 240,000 shares		24			—		—		—		—		—			24
Common stock, no par value, authorized 200,000,000 shares		136,604			—		—		—		—		—			136,604
Retained earnings (deficit)		(752	)		—		—		—		—		—			(752	)
Total shareholders’ equity		135,876			13,953		14,304		1,269		850		(30,376	)		135,876
Total liabilities and shareholders’ equity	$	136,073		$	25,765	$	16,892	$	9,245	$	4,631	$	(56,589	)	$	136,017

11

Notes to Pro Forma Condensed Consolidated Balance Sheet (unaudited)

(A) The estimated total purchase price for the five properties that have been purchased after September 30, 2007 consists of the following. This purchase price allocation is preliminary and subject to change.

(In thousands)	(Greensboro, NC SpringHill Suites)		(Somerset, NJ Courtyard)		(Harrisonburg, VA Courtyard)		Newport Patriot, L.L.C (Bowling Green, KY Hampton Inn)		Amtel Associates, LLC (Chattanooga, TN Homewood Suites)		Total Combined
Purchase price per contract	$	8,000	$	16,000	$	23,219	$	18,832	$	8,600	$	74,651
Other closing costs		107		218		261		234		109		929
Other capitalized costs (credits) incurred		72		75		89		89		72		397
Acquisition fee payable to Apple Suites Realty Group (2% of purchase price per contract)		160		320		464		377		172		1,493
Investment in hotel properties		8,339		16,613		24,033		19,532		8,953		77,470	(A)
Net other assets/(liabilities) assumed		9		31		6		4		6		56
Total purchase price	$	8,348	$	16,644	$	24,039	$	19,536	$	8,959	$	77,526	(F)

(B) Represents elimination of historical net carrying value of real estate under prior owner.

(C) Represents elimination of assets associated with prior owner, net of assets assumed.

(D) Represents elimination of liabilities associated with prior owner, net of liabilities assumed.

(E) Represents elimination of shareholders’ equity (deficit) associated with prior owner.

(F) Represents the reduction of cash and cash equivalents by the amount utilized to fund the acquisitions.

12

Apple REIT Eight, Inc.

Pro Forma Condensed Consolidated Statements of Operations (unaudited)

For the year ended December 31, 2006 and the nine months ended September 30, 2007

(in thousands, except per share data)

The following unaudited Pro Forma Condensed Consolidated Statements of Operations of Apple REIT Eight, Inc. give effect to the following hotel acquisitions:

Franchise	Location	Gross Purchase Price (millions)		Actual Acquisition Date
SpringHill Suites	Greensboro, NC	$	8.0	November 9, 2007
Courtyard	Somerset, NJ		16.0	November 9, 2007
Courtyard	Harrisonburg, VA		23.2	November 16, 2007
Hampton Inn	Bowling Green, KY		18.8	December 6, 2007
Homewood Suites	Chattanooga, TN		8.6	December 14, 2007
	Total	$	74.6

The Pro Forma Condensded Statements of Operations also assume all of the hotels had been leased to our wholly-owned taxable REIT subsidiaries pursuant to master hotel lease arrangements. The hotels acquired will be managed by an affiliate of Newport Hospitality Group, Inc. or by an affiliate of Larry Blumberg & Associates under separate management arrangements.

Such pro forma information is based in part upon the historical Consolidated Statements of Operations of Apple REIT Eight, Inc. and the historical Statements of Operations of the hotel properties.

The following unaudited Pro Forma Condensed Consolidated Statements of Operations of Apple REIT Eight, Inc. are not necessarily indicative of what the actual financial results would have been assuming such transactions had been completed as of January 1, 2006, nor do they purport to represent the future financial results of Apple REIT Eight, Inc.

The unaudited Pro Forma Condensed Consolidated Statements of Operations should be read in conjunction with, and are qualified in their entirety by, the historical Statements of Operations of the acquired hotels, as included in this document.

13

For the nine months ended September 30, 2007 (unaudited)

	Company Historical Statement of Operations			BRR Greensboro, S.M.L.L.C and BRR Harrisonburg, S.M.L.L.C (A)		TLC Somerset, S.M.L.L.C. Somerset, NJ Courtyard (A)			Newport Patriot, L.L.C. (Bowling Green, KY Hampton Inn (A)		Amtel Associates, LLC (Chattanooga, TN Homewood Suites (A)		Pro forma Adjustments			Total Pro forma
(In thousands, except per share data)
Revenue:
Room revenue	$	—		$	4,728	$	3,583		$	2,662	$	1,589	$	—		$	12,562
Other operating revenue		—			210		419			43		—		—			672
Total revenue		—			4,938		4,002			2,705		1,589		—			13,234
Expenses
Operating expenses					1,644		1,691			874		553		—			4,762
General and administrative		309			602		527			280		196		445	(B)		2,359
Management and franchise fees					712		514			340		206		—			1,772
Taxes, insurance and other					197		234			57		84		—			572
Depreciation of real estate owned					511		767			243		156		(1,677	)(C)		—
														1,668	(D)		1,668
Interest, net		(655	)		197		472			137		242		(300	)(E)		93
Total expenses		(346	)		3,863		4,205			1,931		1,437		136			11,226
Income tax expense		—			—		—			45		—		—	(G)		45
Net income (loss)	$	346		$	1,075	$	(203	)	$	729	$	152	$	(136	)	$	1,963
Income (loss) per common share:
Basic and diluted	$	0.17														$	0.23
Basic and diluted weighted average common shares outstanding (000s)		2,013												6,556	(F)		8,569

14

For the year ended December 31, 2006 (unaudited)

	Company Historical Statement of Operations		BRR Greensboro, S.M.L.L.C and BRR Harrisonburg, S.M.L.L.C (A)		TLC Somerset, S.M.L.L.C. Somerset, NJ Courtyard (A)			Newport Patriot, L.L.C. Bowling Green, KY Hampton Inn (A)		Amtel Associates, LLC (Chattanooga, TN Homewood Suites (A)		Pro forma Adjustments			Total Pro forma
(In thousands, except per share data)
Revenue:
Room revenue	$	—	$	5,879	$	4,566		$	3,177	$	1,957	$	—		$	15,579
Other operating revenue		—		291		570			44		—		—			905
Total revenue		—		6,170		5,136			3,221		1,957		—			16,484
Expenses
Operating expenses		—		2,144		2,142			1,086		731		—			6,103
General and administrative		—		747		1,045			339		206		250	(B)		2,587
Management and franchise fees		—		834		622			412		235		—			2,103
Taxes, insurance and other		—		228		389			92		107		—			816
Depreciation of real estate owned		—		659		941			324		200		(2,124	)(C)		—
													2,224	(D)		2,224
Interest, net		—		313		725			373		330		(1,741	)(E)		—
Total expenses		—		4,925		5,864			2,626		1,809		(1,391	)		13,833
Income tax expense		—		—		—			58		—		(58	)(G)		—
Net income (loss)	$	—	$	1,245	$	(728	)	$	537	$	148	$	1,449		$	2,651
Income (loss) per common share:
Basic and diluted	$	—													$	0.32
Basic and diluted weighted average common shares outstanding (000s)		—											8,277	(F)		8,277

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Notes to Pro Forma Condensed Consolidated Statements of Operations (unaudited):

(A) Represents results of operations for the hotels on a pro forma basis as if the hotels were owned by the Company at January 1, 2006 for the respective periods prior to acquisition by the Company. The Company was initially formed on January 22, 2007, and had no operations before that date.

(B) Represents adjustments to level of administrative and other costs associated with being a public company and owning additional properties, including the advisory fee, accounting and legal expenses, net of cost savings derived from owning multiple operating properties.

(C) Represents elimination of historical depreciation and amortization expense of the acquired properties.

(D) Represents the depreciation on the hotels acquired based on the purchase price allocation to depreciable property and the dates the hotels began operation. The weighted average lives of the depreciable assets are 39 years for building and seven years for furniture, fixtures and equipment (FF&E). These estimated useful lives are based on management’s knowledge of the properties and the hotel industry in general.

(E) Interest expense related to prior owner’s debt which was not assumed has been eliminated. Interest income relates only to working capital balances.

(F) Represents the weighted average number of shares required to be issued to generate the purchase price of each hotel, net of any debt assumed. The calculation assumes all properties were acquired on January 1, 2006.

(G) Estimated income tax expense of our wholly owned taxable REIT subsidiaries is zero based on the contractual agreements put in place between the Company and our lessees, based on a combined tax rate of 40% of taxable income. Based on the terms of the lease agreements, our taxable subsidiaries would have incurred a loss during these periods. No operating loss benefit has been recorded as realization is not certain.

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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 hereunto duly authorized.

Apple REIT Eight, Inc.
By:	/s/ Glade M. Knight
	Glade M. Knight, Chief Executive Officer
	January 9, 2008

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