SECURITIES AND EXCHANGE COMMISSION  
                               WASHINGTON, D.C.  
                                   FORM 10-Q  
  
           Quarterly Report under Section 13 or 15 (d) of the  
           Securities Exchange Act of 1934  
  
 For Quarter Ended_SEPTEMBER 30, 1995___________Commission File No.

0-1957  
  
                              UPTOWNER INNS, INC.  
          Exact name of registrant as specified in its charter  
  
      West Virginia                        55-0457171  
State or other jusrisdiction of            I.R.S. Employer  
incorporation or organization              Identification Number

 
  
  
1415 4th Avenue, Huntington, West Virginia              25701  
                                                    Zip Code  
  
Registrants telephone number, including area code (304) 525-7741

 
  
Indicate by check mark whether registrant:  
      
         (1) Has filed all reports required to be filed by   
             Section 13 or 15 (d) of the Securities Exchange  
             Act of 1934 during the preceding 12 months  
             (or for such shorter period that the registrant   
             was required to file such reports), and  
  
         (2) Has been subject to such filing requirement for  
             the past 90 days.  
                                 _x_Yes  ___No  
  
Indicate the number of Shares outstanding of each of the Issuer's

 
classes of Common Stock, as of the close of the period covered  
by this report.  
  
_________Class___________      Outstanding at _SEPTEMBER 30, 
1995_________  
Common STock-$.50 par value              1,583,563 Shares  
  
  
  
  
  
  
  
  
  
                                      -1-  
                                    
  
  
  
                     UPTOWNER INNS, INC., AND SUBSIDIARIES  
                          CONSOLIDATED BALANCE SHEET  
  
  
  
  
                                    ASSETS  
  
  
                                      SEPTEMBER 30,             
JUNE 30 ,  
  
  
                                1994              1995           

 1995         
                              (Unaudited)       (Unaudited)      

              
                                                                 

              
                                                                 

              
CURRENT ASSETS:                                                  

              
 Cash                      $   938,921       $   292,792     $  

298,380        
 Investments                                     579,439        

576,470    
 Accounts & Notes Rec.          48,742           104,157         

86,063  
 Inventories                     9,122            11,610         

10,703  
 Prepaid Expenses               18,275             6,073         

18,710    
  
  
TOTAL CURRENT ASSETS         1,015,060           994,071        

990,326      
  
PROPERTY, PLANT AND EQUIPMENT  
 Land                          808,921           808,921        

808,921    
 Building & Improvement      5,347,481         5,322,204       
5,322,204  
 Furniture & Equipment       1,345,565         1,398,230       
1,387,244    
  
TOTAL                        7,501,967         7,529,355       
7,518,369  
 Less: Accumulated Depreciation  
       and Amortization      3,275,969         3,452,423       
3,393,773        
        
TOTAL PROPERTY, PLANT   
AND EQUIPMENT                4,225,998         4,076,932       
4,124,596    
  
OTHER ASSETS:  
 Deposits and Other              4,831             4,185         

 4,185    
  
TOTAL OTHER ASSETS               4,831             4,185         

 4,185     
  
TOTAL ASSETS                 5,245,889         5,075,188       
5,119,107        
                                                                 

           
  
  
  
  
  
  
  
  
                                      -2-  
  
                     UPTOWNER INNS, INC., AND SUBSIDIARIES   
                          CONSOLIDATED BALANCE SHEET  
  
  
  
                     LIABILITIES AND STOCKHOLDERS' EQUITY  
  
                                  SEPTEMBER 30,             JUNE

30,            
                              1994             1995             
1995  
                           (Unaudited)      (Unaudited)    
  
                                                                 

              
CURRENT LIABILITIES:  
 Accounts Payable          $    62,451       $    20,111     $   

32,592  
 Accrued Liabilities           233,435            89,759         

89,634  
 Taxes Other Than Federal     
 Income Taxes                   42,079            83,239        

158,236  
 Notes Payable                                                   

              
 Current Portion of  
 Long-Term Debt.               191,800           261,946        

261,946    
  
TOTAL CURRENT LIABILITIES      529,765           455,055        

542,408    
  
LONG-TERM LIABILITIES  
 Notes &  
 Mortgages Payable           2,774,850         2,470,569       
2,527,941       
 Notes Payable -  
 Stockholders                   95,582            -0-            

-0-       
  
TOTAL LONG-TERM LIABILITIES  2,870,432         2,470,569       
2,527,941    
   
TOTAL LIABILITIES            3,400,197         2,925,624       
3,070,349    
  
STOCKHOLDER'S EQUITY  
 Common Stock, par value $0.50 per  
 share; authorized -  
 shares;                       791,782           791,782        

791,782  
 Additional Paid-In        
 Capital                     1,032,290         1,032,290       
1,032,290     
 Retained Earnings              21,620           325,492        

224,686    
  
TOTAL STOCKHOLDERS   
EQUITY                       1,845,692         2,149,564        
2,048,758   
  
TOTAL LIABILITIES AND   
STOCKHOLDERS EQUITY          5,245,889         5,075,188        
5,119,107   
                                                                 

           
                          
  
  
  
  
                                      -3-  
                     UPTOWNER INNS, INC., AND SUBSIDIARIES  
                   CONSOLIDATED INCOME STATEMENT (UNAUDITED)  
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30  
                                                                 

              
                                          3 MONTHS         3 MONTHS 

           
                                          9/30/94          9/30/95 

   
                                         
REVENUES:                               
 Rooms                                  $   418,070       $   
402,897     
 Food & Beverage                             89,404           
111,515  
 Telephone                                   11,036             
8,567           
 Rents                                       59,241            
54,028   
 Other                                       12,009            
17,644      
  
TOTAL REVENUE                               589,760           
594,651      
  
COSTS AND EXPENSES:  
 Operating Departments  
  Cost of Sales                              56,803            
58,539  
  Salaries & Wages                          121,023           
114,033    
  Other                                      62,976            
48,507  
 General Admin.                              43,891            
35,276  
 Advertising                                 20,060            
19,178  
 Utilites                                    38,751            
35,272  
 Repair & Maint.                             28,383            
23,245  
 Interest                                    64,477            
52,542  
 Taxes & Licenses                            64,533            
39,457  
 Insurance                                   16,855            
13,133  
 Deprec. & Amort.                            62,138            
58,650       
  
TOTAL COST AND EXPENSE                      579,890           
497,832       
  
OPERATING INCOME                              9,870            
96,819  
OTHER INCOME (EXPENSE)                               
 Interest Income                               -0-              
8,364    
 Gain/Loss on Property, Plant,  
  and Equipment                             281,664              

-0-      
  
NET INCOME (LOSS) BEFORE TAXES              291,534           
105,183           
       
FEDERAL INCOME TAXES AND PENALTIES   
 Provision for Taxes on Income                 -0-              
4,377     
 Deferred Federal Income Taxes                 -0-               

-0-   
 Tax Penalties                                 -0-               

-0-      
  
TOTAL FEDERAL INCOME TAXES                     -0-              
4,377      
  
TOTAL NET INCOME                            291,534           
100,806           
         
EARNINGS PER SHARE                             .18              

 .06       
DIVIDENDS PER SHARE                     $      -0-        $      

-0-      
  
  
                                      -4-  
  
                     UPTOWNER INNS, INC., AND SUBSIDIARIES  
               CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) 

                    FOR THE THREE MONTHS ENDED SEPTEMBER 30  
                                                                 

             
                                           
                                             1994               
1995            
     
Cash Flow From Operating Activities:  
 Net Income (Accrual Basis; from  
  Statement of Income                   $   291,534       $    
100,806   
 Add (Deduct) to Reconcile Net Income to    
  Net Cash Flow:  
   Gain of Sale of Assets                  (281,664)   
   Accts. Receivables (Increase) Decrease     3,582             
(18,094)    
   Inventories (Increase) Decrease            9,484              

 (907)  
   Prepaid Expenses Decrease (Increase)       2,979             

12,637  
   Accounts Payable (Decrease) Increase      31,143             
(12,481)  
   Accrued Liabilities (Decrease) Increase   (2,987)             

  125  
  Taxes Other Than Federal Income Tax  
   Increase (Decrease)                        27,177            
(74,997)  
   Deposits, Decrease                          8,429             

  -0-   
   Depreciation and Amortization Expense       
     (Including Franchise)                    62,138             

58,650     
  
NET CASH OUTFLOW FROM OPERATIONS             151,815             

65,739     
  
Cash Flow from Investing Activities:  
  Cash Inflow:  
    From Sale of Operational Assets          747,523             

  -0-  
  Cash Outflows:  
    Paid for Operational Assets & Other       (2,174)           

(10,986)   
  
NET CASH INFLOW (OUTFLOW) FROM INVESTING  
  ACTIVITIES                                 745,349            

(10,986)   
  
Cash Flow from Financing Activities:  
  Cash Outflows:  
    Payment on Notes and Mortgages           (77,442)           

(57,372)   
  
NET CASH INFLOW (OUTFLOW) FROM FINANCING   
    ACTIVITIES                               (77,442)           

(57,372)       
  
  
    
Net Increases (Decreases) in Cash Plus Cash  
Equivalents for the Three Months             819,722             

(2,619)      
Cash Plus Cash Equivalents at July 1         119,199            

874,850    
Cash Plus Cash Equivalents at September 30   938,921            

872,231    
Cash Paid for Interest in the Three Month     63,282             

51,347    
Cash Paid for Income Taxes in The Three Month   -0-              

 4,377    
  
  
                                         -5-  
  
  
  
                     UPTOWNER INNS, INC., AND SUBSIDAIRIES  
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
                              SEPTEMBER 30, 1995  
  
  
  
1.  The financial statements presented reflect Uptowner Inns, Inc.,

 
    and its consolidated subsidiaries:  Motel and Restaurant 
Supply.  
  
2.  The foregoing statements are unaudited; however, in the opinion 

 
    of Management, all adjustments (comprising only normal 
recurring  
    accruals) necessary for a fair presentation of the financial 

 
    statements have been included.  A summary of the Corporation's

 
    significant accounting policies is set forth in Note 1 to the 

 
    Consolidated Financial Statements in the Corporation's Annual

 
    Report to shareholders and Form 10-K for June 30, 1995.  
   
  
                                         
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -6-  
  
  
  
  
  
                     UPTOWNER INNS, INC., AND SUBSIDIARIES  
                    MANAGEMENTS DISCUSSION AND ANALYSIS OF  
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS  
                              SEPTEMBER 30, 1995  
  
  
     The significant changes in operating results for the periods

compared is  
the 3.6% decrease in room revenues and a decrease in rents of 8.8%. 

Food and  
beverage revenues increased 24.7% and other revenues were higher

(46.9%).   
Total revenues were up less than 1%.  
  
     Costs and Expenses were down overall by 14.1% due to decreases

in all  
areas of expenses.  As a result, operating income was up from $9870

to $96,819  
before taxes.  The intent of management to maintain revenues while

controlling  
costs has resulted in a much improved operating statement.  
  
     The liquidity of the company has continued to improve (2.18

this period  
compared to 1.83 at June 30, 1995).  This is due to the improved

operating  
income and will continue for the next quarter.  It is anticipated

that some of  
the working capital will be expended to acquire property for a new

motel and  
to renew the Holiday Inn franchise.  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                     -7-  
  
  
  
  
  
  
                     UPTOWNER INNS, INC., AND SUBSIDIARIES  
  
                                  SIGNATURES  
  
                              SEPTEMBER 30, 1995  
  
  
  
  
  
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 thereunto duly authorized.  
  
  
  
                                                  UPTOWNER INNS,

INC.  
                                                     (Registrant)

 
  
  
  
  
Date:                                         By                 

          
                                                    Violet Midkiff

 
                                                     President  
  
  
  
  
  
Date:                                         By                 

          
                                                    James R. Camp

 
                                                     Treasurer  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                      -8-