UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 March 30, 2005
                Date of report (Date of earliest event reported)

                        Humphrey Hospitality Trust, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Virginia
                 (State or Other Jurisdiction of Incorporation)

       0-25060                                        52-1889548
(Commission File Number)                   (IRS Employer Identification No.)

         309 North Fifth Street
              Norfolk, NE                              68701
(Address of Principal Executive Offices)             (Zip Code)

                                 (402) 371-2520
              (Registrant's Telephone Number, Including Area Code)


          (Former Name or Former Address, if Changed Since Last Report)

         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 (see General Instruction A.2. below):

|_|  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))








Item 4.02.  Non-Reliance on Previously Issued Financial  Statements or a Related
Audit Report or Completed Interim Review.

     (a) In order to comply with the  requirements  of  Statement  of  Financial
Accounting  Standards  ("FAS")  No. 109,  Accounting  for Income  Taxes,  and to
properly  reflect an accrued  liability for vested vacation  benefits,  Humphrey
Hospitality Trust, Inc. has determined that certain  restatement  adjustments to
previously  issued  financial  statements are required for fiscal 2002, 2003 and
the first three quarters of 2004.

     On March 30, 2005, the company's Audit Committee,  upon the  recommendation
of  management,  determined  that  the  company's  previously  issued  financial
statements  for the fiscal years ended December 31, 2002 and 2003 as well as the
quarters  ended March 31, 2004,  June 30, 2004 and  September 30, 2004 should be
restated.  Accordingly,  such financial  statements and the related  Independent
Auditors'  Reports  included  therein should no longer be relied upon until such
financial statements have been restated. The Audit Committee has discussed these
matters with the company's  independent  registered public accounting firm, KPMG
LLP. The company  expects to restate the financial  information in the Form 10-K
it will file with the  Securities  and Exchange  Commission  for its fiscal year
ended December 31, 2004.

     Management has determined  that in accordance  with FAS 109, a deferred tax
liability and related  income tax expense should have been recorded for the year
ended  December 31, 2002 as well as a tax benefit effect arising from the change
in tax timing issues,  primarily depreciation,  which should have been reflected
for the period ended December 31, 2003 and for the first three quarters of 2004.
Additionally  the company  should have  recorded a liability  to  reimburse  the
management company for the vested accrued vacation costs for the hotel employees
of the management company for the period ending December 31, 2002. The recording
of the vested  vacation  accrual  created a deferred tax asset which reduced the
impact on income tax expense for the period ended December 31, 2002. As a result
of the preceding changes, adjustments will be made to the company's December 31,
2002 and 2003 quarterly and annual  financial  statements,  as well as the first
three  quarters of 2004.  The  restated  financial  statements  will  reflect an
adjustment to the deferred tax liability, and accrued expenses with an impact on
hotel  operating  expenses  and income tax expense for the  quarterly  financial
statements  representing  2002 and 2003, as well as the first three  quarters of
2004.  While the  adjustments  impact the net income of the company  they do not
impact cash flows from  operating,  investing  or  financing  activities  or the
actual dividends paid to the stockholders.












                                   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.

                        Humphrey Hospitality Trust, Inc.


Date:  March 30, 2005              By:    /s/ Donavon A. Heimes
                                      ------------------------------------------
                                      Name:   Donavon A. Heimes
                                      Title:  Chief Financial Officer, Treasurer
                                               and Secretary