UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: May 19, 2004

INNKEEPERS USA TRUST

(Exact name of registrant as specified in its charter)

Maryland	0-24568	65-0503831
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

306 Royal Poinciana Way

Palm Beach, Florida 33480

(Address and zip code of principal executive offices)

Registrant’s telephone number, including area code: (561) 835-1800

Item 5. Other Events and Required FD Disclosure

On May 19, 2004, Innkeepers USA Trust issued a press release announcing its acquisition from an unaffiliated party for $30 million in cash of a 216 room Sheraton Four Points hotel in Ft. Walton Beach, Florida. A copy of this press release is furnished as Exhibit 99.1 and is incorporated by reference herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INNKEEPERS USA TRUST
	(Registrant)
Date: May 19, 2004	By:	/s/ Gregory M. Fay
		Gregory M. Fay
		Chief Accounting Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press release of Innkeepers USA Trust dated May 19, 2004.