UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                        HUMPHREY HOSPITALITY TRUST, INC.
                                (Name of Issuer)

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

                                    445467103
                                 (CUSIP Number)

                               David L. Hefflinger
                      McGrath, North, Mullin & Kratz, P.C.
                              222 SOUTH 15TH Street
                        Suite 1400 One Central Park Plaza

                              Omaha, Nebraska 68102
                                  402-341-3070

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                  March 9, 2001

             (Date of Events Which Require Filing of This Statement)

         If the filing person has  previously  filed a statement on Schedule 13G
to report the  acquisition  which is the subject of this  Schedule  13D,  and is
filing this schedule because of Rule 13d-1(e), 13d-1 (f) or 13d-1 (g), check the
following box. [ ]

         Note:  Schedules  filed in paper format shall include a signed original
and five copies of the schedule,  including all exhibits.  See Rule 13d-7(b) for
other parties to whom copies are to be sent.

         * The  remainder of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

         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 or otherwise  subject to the  liabilities  of the section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                         (Continued on following pages)
                              (Page 1 of 3 Pages)


CUSIP No. 445467103

                                       13D

1.      NAMES OF REPORTING PERSONS

        S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
          STEVE H. BORGMANN

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a)  [ ]
                                                                      (b)  [ ]

3.      SEC USE ONLY

4.      SOURCE OF FUNDS

        PF

5.      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
        PURSUANT TO ITEM 2(d) or 2(e)                                      [ ]

6.      CITIZENSHIP OR PLACE OF ORGANIZATION:     United States

                          7.   SOLE VOTING POWER

                               772,575 Shares

      NUMBER OF           8.   SHARED VOTING POWER
      SHARES
      BENEFICIALLY             107,811 Shares
      OWNED BY
      EACH                9.   SOLE DISPOSITIVE POWER
      REPORTING
      PERSON WITH              772,575 Shares

                         10.   SHARED DISPOSITIVE POWER

                               107,811

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
         880,386 Shares

12.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                           [ ]
13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                      7.88%

14.      TYPE OF REPORTING PERSON
                                       IN

                         (Continued on following pages)
                              (Page 2 of 3 Pages)



CUSIP No. 445467103


         Steve H. Borgmann (the  "Reporting  Person") makes this filing to amend
certain  information  previously  reported by the Reporting Person.  This filing
constitutes  Amendment  No. 1 to the Schedule 13D of the Reporting  Person.  The
Reporting  Person  amends such prior  Schedule  13D report  with  respect to the
common stock, $.01 par value per share ("Common Stock"), of Humphrey Hospitality
Trust Company,  Inc. (the  "Issuer") by adding the following  information to the
item indicated:

5.       Interest in Securities of the Issuer.

         (b) As of March 19, 2001,  the Reporting  Person owns 880,386 shares of
Common Stock.  The Issuer's  Form 10-Q for the quarter ended  September 30, 2000
reported that there were outstanding 11,173,543 shares of Common Stock. Based on
this number, the Reporting Person owns approximately 7.88% of the Common Stock.

         (c) During the past 60 days, the Reporting Person sold 40,400 shares of
Common  Stock,  in open market  transactions,  at prices  ranging from $7.125 to
$7.50 per share.

                                    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.

                                              March 28, 2001
                                                 (Date)

                                              /s/ Steve H. Borgman
                                                 (Signature)

                                              Steve H. Borgmann
                                                 (Name)






















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