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

                                December 22, 2005
                Date of report (Date of earliest event reported)

                           Supertel Hospitality, 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 5.03.  Amendments to Articles of Incorporation or Bylaws;  Change in Fiscal
            Year.

     On  December  22,  2005,  Supertel  Hospitality,  Inc.  filed  Articles  of
Amendment  (the  "Amendment")  to its Second  Amended and  Restated  Articles of
Incorporation  with the State  Corporation  Commission  of the  Commonwealth  of
Virginia.  The Amendment  establishes  2,500,000  shares of Series A Convertible
Preferred Stock. The Series A Convertible Preferred Stock has a $10.00 per share
liquidation  preference,  no stated  maturity,  and  dividends  on the  Series A
Convertible  Preferred  Stock will be cumulative from the date of original issue
and are  payable  monthly  in  arrears  at the  annual  rate of 8% of the $10.00
liquidation  preference  per share,  equivalent to a fixed annual amount of $.80
per share.  The Series A Convertible  Preferred Stock is convertible into shares
of Supertel Hospitality common stock at a conversion price of $5.66 per share of
common stock (equivalent to 1.77 shares of common stock for each share of Series
A Convertible  Preferred  Stock)  subject to certain  adjustments.  The Series A
Convertible  Preferred  Stock may be redeemed by Supertel  Hospitality,  and has
preferences, limitations and relative rights, all as set forth in the Amendment.
The form of the  Amendment  is attached  hereto as Exhibit 4.1 and  incorporated
herein by reference.

Item 9.01.  Financial Statements and Exhibits.

     (c) Exhibits.

     4.1  Form of Articles of Amendment to Second Amended and Restated  Articles
          of  Incorporation  of  Supertel  Hospitality,  Inc.  (incorporated  by
          reference  to  Exhibit  4.1  to  Supertel  Hospitality's  Registration
          Statement on Form S-1/A filed on December 23, 2005).








                                   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.

                              Supertel Hospitality, Inc.


Date:  December 29, 2005      By:  /s/ Donavon A. Heimes
                                  ------------------------------------
                                  Name:   Donavon A. Heimes
                                  Title:  Chief Financial Officer, Treasurer
                                          and Secretary





                                  EXHIBIT INDEX

Exhibit          Description                                         Page. No.

4.1       Form of Articles of  Amendment to Second  Amended and
          Restated  Articles of Incorporation of Supertel Hospitality,
          Inc.  (incorporated by reference to Exhibit 4.1 to Supertel
          Hospitality's  Registration Statement on Form S-1/A filed
          on December 23, 2005)