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



                         Date of Report:  June 2, 1997



                        HUMPHREY HOSPITALITY TRUST, INC.
             (Exact name of registrant as specified in its charter)




                 Virginia                                  52-1889548
         (State of Incorporation)                       (I.R.S. employer
                                                       identification no.)

12301 Old Columbia Pike, Silver Spring MD 20904           (301) 680-4343
   (Address of principal executive offices)      (Registrant's telephone number)



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






Item 2.           Acquisitions or Disposition of Assets


         On  May  22,  1997,  Humphrey  Hospitality  Trust,  Inc.,  through  its
partnership,   Humphrey  Hospitality  L.P.  (the  "Partnership")  completed  the
acquisition of a 81-room Comfort Inn hotel in Gettysburg,  Pennsylvania from 344
Associates.  On May 22, 1997,  the  Partnership  completed the  acquisition of a
51-room  Holiday  Inn  Express  hotel  in  Gettysburg,   Pennsylvania  from  144
Associates.  On May 29, 1997,  the  Partnership  completed the  acquisition of a
65-room Comfort Inn hotel in Chambersburg, Pennsylvania from 544 Associates.


         The purchase price for the hotels were as follows:

         Comfort Inn - Gettysburg, PA                                 $4,325,000
         Holiday Inn Express - Gettysburg, PA                         $2,725,000
         Comfort Inn - Chambersburg, PA                               $2,600,000

         The  purchase  price was paid  through the use of  borrowings  from the
Partnership's credit facility.

         The  properties  are  to be  leased  by  the  Partnership  to  Humphrey
Hospitality  Management,  Inc.,  the  lessor of the  Partnership's  other  hotel
properties, pursuant to percentage leases which provide for rent based, in part,
on the room revenues from the hotels.  The lease for the Comfort Inn and Holiday
Inn Express hotels located in Gettysburg,  Pennsylvania  went into effect on May
22,  1997,  the  lease  for the  Comfort  Inn  hotel  located  in  Chambersburg,
Pennsylvania went into effect May 29, 1997.

         The following  table sets forth (i) the annual Base Rent,  and (ii) the
annual Percentage Rent formula:


Acquired Hotel          Base Rent        Percentage Rent Formula

Comfort Inn             $302,750         14.5% of quarterly room revenues up to
Gettysburg, PA                           room revenues of $1,400,000 per annum,
                                         plus 9.5% of semi-annual room revenues
                                         up to $1,400,000  of room revenues per
                                         annum, plus 35% of room revenues in
                                         excess of $1,400,000  of room revenues
                                         per annum, plus 8% of monthly other
                                         revenues.

Holiday Inn Express     $190,750          14.5% of quarterly room revenues up to
Gettysburg, PA                            room revenues of $940,000 per annum,
                                          plus 9% of semi-annual room revenues
                                          up to $940,000 of room revenues per
                                          annum, plus 35% of room revenues in
                                          excess of $940,000 of room revenues
                                          per annum, plus 8% of monthly other
                                          revenues.

Comfort Inn             $183,750          14.2% of quarterly room revenues up to
Chambersburg, PA                          room revenues of $960,000 per annum,
                                          plus 8.5% of semi-annual room revenues
                                          up to $960,000 of room revenues per
                                          annum, plus 35% of room revenues in
                                          excess of $960,000 of room revenues
                                          per annum, plus 8% of monthly other
                                          revenues.

Item 7.  Financial Statements.  Pro Forma Financial Information and Exhibits

         As of the date of this report, historical audited financial information
is not available.  Audited financial  information will be provided for the above
acquisitions, which meet the "significant amount of assets" test under Item 2 of
Form 8-K or Rule 3-05 of  Regulation  S-X for the periods  specified  under Rule
3-05 of Regulation S-X, within sixty days of this report.






                                   SIGNATURES

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



                                            Humphrey Hospitality Trust, Inc.
                                            --------------------------------


Date:____________________________    By:    __________________________
                                            James I. Humphrey Jr.
                                            Chairman and President