SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20459
                                 FORM 10-Q



              QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934


FOR QUARTER ENDED DECEMBER 31, 2002, COMMISSION FILE NUMBER 0-1957


                           UPTOWNER INNS, INC.
        (Exact Name of Registrant as Specified in its Charter)


West Virginia                                           55-0457171
(State or Other Jurisdiction of                        (I.R.S. Employer
Incorporation or Organization)                      Identification Number)


741 5th Avenue, Huntington, West Virginia		25701
(Address of Principal Executive Offices)	  (Zip Code)


Registrant's Telephone Number, including area code        (304) 525-8162


Indicate by check mark whether the 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 requirements 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 December 31, 2002
      ______                           _______________________________

Common Stock - $.50 par value          1,568,011 shares




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PART I:  FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS


                     UPTOWNER INNS, INC. AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEET

                    AT DECEMBER 31, 2002 and JUNE 30, 2002



                                         ASSETS

                                December 31,        June 30,
                                    2002              2002
                                 (Unaudited)           (a)

<TABLE>
<S>                              <C>            <C>
Current Assets:
  Cash                           $    973,714   $    803,660
  Accounts and notes receivable       145,677         62,867
  Inventories                           6,273          6,145
  Prepaid expenses                     30,454         61,173
  Deferred tax asset                  132,098        132,098
  Property held for sale                    -      1,770,073

  Total current assets              1,288,216      2,836,016


Property, Plant and Equipment:
  Land                              1,128,940      1,202,786
  Building and improvements         7,060,199      7,385,301
  Furniture and equipment           1,349,076      1,276,650
  Construction in progress            136,092         42,567


  Less accumulated
  depreciation
  and amortization                  1,717,435      1,842,424

  Property, plant and
  equipment - net                   7,956,872      8,064,880

Other Assets:
    Deposits and other                210,589        228,177

Total Assets                     $  9,455,677   $ 11,129,073

</TABLE>


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                     UPTOWNER INNS, INC. AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEET

                   AT DECEMBER 31, 2002 and JUNE 30, 2002


                           LIABILITIES AND STOCKHOLDERS' EQUITY

                                 December 31,        June 30,
                                     2002              2002
                                  (Unaudited)          (a)
<TABLE>
<S>                                <C>             <C>
Current Liabilities:
  Accounts payable                 $   302,390     $   181,386
  Accrued liabilities                  120,961         134,024
  Taxes other than Federal
   income taxes                        271,875         327,869
  Unearned revenue                           -          48,461
  Current portion of long-term
    debt                               170,430         253,430

     Total current liabilities         865,656         945,170


Long-Term Liabilities:
  Notes and mortgages payable        6,916,200       8,542,621

     Total liabilities               7,781,856       9,487,791


Stockholders' Equity:
  Common stock - par value
   $.50 per share; authorized
   5,000,000 shares; issued
   1,583,563 shares                    791,782         791,782
  Additional paid-in capital         1,032,290       1,032,290
  Retained earnings                   (140,142)       (172,681)
  Treasury stock, at cost (15,552
    Shares in 2002)                    (10,109)        (10,109)

    Total stockholders' equity       1,673,821       1,641,282

Total Liabilities and
Stockholders' Equity               $ 9,455,677     $11,129,073

</TABLE>

(a) Financial information as of June 30, 2002 has been derived from the
audited, consolidated financial statements of the registrant.

         The accompanying notes to the consolidated financial statements
                  are an integral part of these statements.

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                     UPTOWNER INNS, INC. AND SUBSIDIARY
                  CONSOLIDATED INCOME STATEMENT (UNAUDITED)
  For the periods of three and six months ended December 31, 2002 and 2001

                                     Three Months Ended      Six Months Ended
                                       2002         2001        2002        2001
<TABLE>
<S>                              <C>            <C>         <C>          <C>
Revenues:
  Rooms                         $   698,159  $   750,861  $ 1,455,668  $ 1,653,301
  Food and beverage                  21,370       29,411       42,910       65,909
  Telephone                           4,577        2,079       10,137        9,394
  Rents                              49,970       53,367      108,776      107,703
  Other                               7,088        6,568       12,974       14,541

     Total revenues                 781,164      842,286    1,630,465    1,850,848

Costs and Expenses:
  Operating Departments:
    Cost of sales                    32,453       31,090       64,154       70,952
    Salaries and wages              191,822      197,032      393,584      439,839
    Other                            66,066       64,882      128,679      131,107
  General and Administrative         94,911       86,271      156,468      147,730
  Advertising                        56,888       51,232      121,864      111,273
  Utilities                          34,221       57,165       74,307      123,282
  Repairs and Maintenance            27,776       28,655       57,907       53,873
  Interest                          147,828      200,382      287,837      386,418
  Taxes and licenses                 73,108       82,150      143,910      175,836
  Insurance                          11,685       18,295       23,493       36,590
  Depreciation and Amortization      78,981      109,321      161,138      218,478

     Total costs and expenses       815,739      926,475    1,613,341    1,895,378

     Operating income (loss)        (34,575)     (84,189)      17,124      (44,530)

Other Income:
  Interest income                         0            0           56            0
  Gain on sale of assets             15,359            -       15,359            -

     Total other income                   0            0       15,415            0

Net Income (Loss) before Income
  Taxes                             (19,216)     (84,189)      32,539      (44,530)

Income Taxes                              0            0            0            0


Net Income (Loss)               $   (19,216)   $ (84,189)  $   32,539  $   (44,530)

Earnings (Loss) per Share       $     (0.01)   $    (.05)  $      .02  $      (.03)
</TABLE>
         The accompanying notes to the consolidated financial statements
                  are an integral part of these statements.

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                       UPTOWNER INNS, INC. AND SUBSIDIARY

                    CONSOLIDATED STATEMENT OF CASH FLOWS
                                (UNAUDITED)

            For the six months ended December 31, 2002 and 2001


                                                2002           2001

<TABLE>

                                           <c>            <c>
Cash Flows From Operating Activities:
Net income (loss)                         $    32,538   $    (44,530)

Adjustments to reconcile net income to net
cash provided by operating activities:
  Depreciation and amortization               161,138        218,478
  Gain on sale of assets                      (15,359)             -
  (Increase) decrease in deposits              17,589        (61,401)
  (Increase) decrease in current assets:
    Accounts receivable                       (82,809)       (25,579)
    Inventories                                  (128)           120
    Prepaid expenses                           30,720         24,051
  Increase (decrease) in current
  liabilities:
    Accounts payable                          121,005        (40,844)
    Accrued liabilities                       (61,524)        60,187
    Taxes other than Federal income tax       (55,993)        64,805

      Total adjustments                       114,639        239,817

Net Cash Provided By Operating Activities     147,177        195,287

</TABLE>



















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                     UPTOWNER INNS, INC. AND SUBSIDIARY

                   CONSOLIDATED STATEMENT OF CASH FLOWS
                                (UNAUDITED)

          For the six months ended December 31, 2002 and 2001



                                                       2002           2001
<TABLE>

                                                  <c>            <c>
Cash Flows From Investing Activities:
  Proceeds from sale of real estate              $ 1,930,072     $         -
  Capital Expenditures                              (197,774)        (25,370)

     Net cash provided in (used in)
     investing activities                          1,732,298         (25,370)

Cash Flows From Financing Activities:
  Loan proceeds                                            0               0
  Payment on notes and mortgages                  (1,709,421)       (287,361)

     Net cash used in
     financing activities                         (1,709,421)       (287,361)

Net Increase (Decrease) in Cash
  and Cash Equivalents                               170,054        (117,444)

Cash and Cash Equivalents at Beginning of Year       803,660         186,912

Cash and Cash Equivalents at End of Period       $   973,714          69,468


Supplemental Disclosures of Cash Flow Information:

Cash Paid During The Period For:
  Interest                                       $   249,133     $   337,920

</TABLE>










         The accompanying notes to the consolidated financial statements
                  are an integral part of these statements.


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                     UPTOWNER INNS, AND SUBSIDIARY

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          December 31, 2002



1.  BASIS OF PRESENTATION
The financial statements presented reflect Uptowner Inns, Inc. and its
consolidated subsidiary, Motel and Restaurant Supply.

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.  The results of operations for interim periods are not
necessarily indicative of the results that may be expected for a full
year or any other interim period.  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, 2002.




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                     UPTOWNER INNS, AND SUBSIDIARY

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          December 31, 2002

2.  CONTINGENCY

None.


































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                     UPTOWNER INNS, INC. AND SUBSIDIARY

ITEM 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

	Certain matters disclosed herein may be forward-looking
statements that involve risks and uncertainties, including the facilities
utilization, costs associated with maintaining the operations, liquidity
issues, and other risks.  You can identify these statements by such
forward-looking words as "may," "will," "expect," "plan" and similar
words.  Actual strategies and results in the future
may differ materially from those management currently expects.
Forward-looking statements represent management's judgment as of the
current date.  The Company disclaims, however, any intent or obligation
to update any forward-looking statements contained in this Form 10-Q.


RESULTS OF OPERATION

   THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001

     Due to the closing of the Travelodge property in January 2002, room
revenues have declined 7.02% in the three months ended December 31, 2002
relative to the comparable period in 2001.  The Holiday Inn Hotel and
Suites room revenues increased 10.91% in the three months ended December
31, 2002 relative to the comparable period in 2001 (not taking in
consideration the room revenue generated by the Travelodge property).  The
Holiday Inn Hotel and Suites' average occupancy percentage for the three
months ended December 31, 2002 was 70.55%, an increase of 7.92% relative
to the comparable period in 2001.  This increase is due largely in part to
construction work in the Huntington area, and the housing of many of these
construction workers.    The 27.34% decrease in food and beverage revenues
in the quarter ended December 31, 2002 relative to the comparable period
in 2001, is relative to the overall decrease in room sales and the closing
of the Travelodge property.

       Total cost and expenses have decreased 12.0% primarily due to
interest expense attributed to the refinancing of the Holiday Inn Hotel
and Suites property in January 2002 and the payoff of the loans related to
the Travelodge property sold July 3, 2002.  In addition, an overall
decrease in expenses is related to the closing and sale of the Travelodge
property.


SIX MONTHS ENDED DECEMBER 31, 2002 AND 2001

      Room Revenues have decreased by 11.95% in the six months ended
December 31, 2002 relative to the comparable period in 2001.  Food and
Beverage revenues have decreased by 34.90% in the six months ended
December 31, 2002 relative to the comparable period in 2001.  These
differences, as well as the variances in expenses,  are due to the
explanations above for the three month period ending December 31, 2002.

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LIQUIDITY

     The liquidity, as measured by current assets divided by current
liabilities, has decreased from 3.00 at June 30, 2002 to 1.49 at December
31, 2002.  This decline is a result of selling the Travelodge property in
July of 2002.  On June 30, 2002, this property was being classified as
Property Held for Sale in the current asset section of the balance sheet.
Existing loans with balances totaling $1,633,521 as of June 30, 2002 were
paid off upon closing.



CAPITAL RESOURCES

     A Letter of Intent between Uptowner Inns, Inc. and Huntington Area
Development Corporation was signed on November 16, 2001, for the purchase
of 2.2 acres of land at the Kinetic Park Commercial Area for a purchase
price of $350,000 per acre.  The company planned on constructing a hotel
on the site.  Huntington Area Development Corporation and the company
executed a real estate purchase and sale agreement on August 19, 2002
("Purchaser") for the purchase of this property.  Under the terms of the
agreement, the purchase price for the property is $875,000.  The company
made a $10,000 deposit on the property.  The Purchaser had the right and
option for a period of 45 days commencing on August 19, 2002, to enter the
property to conduct physical inspections.  At the expiration of the
inspection period, the company paid the sum of $50,000 as an additional
deposit.  The closing was originally scheduled for November 22, 2002, and
later extended to February 1, 2003.  The projected cost of the project is
$5,809,000, with $4,500,000 being financed.  The projected operational
date was set at July, 2004, before problems were found with the land fill
at the construction site.  The remaining balance due of $815,000 has been
placed in escrow until the land fill problem has been resolved.

	The apartment building located at 1340 Fourth Avenue, in Huntington,
West Virginia was sold at auction on September 12, 2002, for $361,000, and
closed in January, 2003.

	The apartment building located at 1416-18 Fourth Avenue, in
Huntington, West Virginia, was sold at auction on September 12, 2002, for
$160,000, and closed in October, 2002.  The property was subject to a
mortgage in favor of Betty M. Dove, in the original amount of $76,000, 10%
interest, maturing June 2002, the balance of which was $1,031 at June 30,
2002.











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<PAGE>


CAPITAL RESOURCES CONTINUED


	The apartment building located at Fourth Avenue, in Huntington, West
Virginia, was sold at auction on September 12, 2002, for $752,000, and
closed in January, 2003.  The property was subject to a mortgage in favor
of West Virginia Housing Development Fund in the original amount of
$500,000, 5.5% rate of interest, maturing November 2018, the balance of
which was $399,021 at June 30, 2002.



ITEM 4:  CONTROLS AND PROCEDURES

PART I:  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

	Within the 90 days prior to the date of this report, the company
carried out an evaluation, under the supervision and with the
participation of the company's management, including the company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14.  Based upon that evaluation, the
Chief Executive Officer and the Chief Financial Officer concluded that the
company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the company (including
its consolidated subsidiaries) required to be included in the company's
periodic SEC filings.




PART II:  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

     a.  Exhibits

        99.1	 Certification pursuant to 18 U.S.C. Section 1350 as
			 adopted pursuant to Section 906 of the Sarbanes-
			 Oxley Act of 2002 for Carl E. Midkiff, Chief Executive
			 Officer.

		 99.2 Certification pursuant to 18 U.S.C. Section 1350 as
		      adopted pursuant to Section 906 of the Sarbanes-
			Oxley Act of 2002 for David Robinson, Chief Financial
			Officer.


     b.  The Company was not required to file Form 8-K for the quarter
         ended December 31, 2002.



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SIGNATURES



     Pursuant to the requirements of Section 13 or 15(d) 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.


(Registrant)                      UPTOWNER INNS, INC.


                                  By /s/ Carl Midkiff,
                                         CEO and Secretary
		       February 10, 2003




		By /s/ David Robinson,
                                         CFO and Treasurer
		       February 10, 2003




























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<PAGE>

CERTIFICATIONS

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Carl E. Midkiff, Chief Executive Officer, certify that:

1.	I have reviewed this report on Form 10-Q of Uptowner Inns,
       Inc.;

       2.	Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;

       3.	Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in
this quarterly report.

       4.	The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures
to ensure that material information relating to
the registrant, including its consolidated
subsidiaries is made known to us by others within
those entities, particularly during the period in
which this quarterly report is being prepared;

b)	evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)	presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls
and procedures based on our evaluation as of the
Evaluation Date;










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       5.	The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors:

a)	all significant deficiencies in the design or
operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize and report
financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and

b)	any fraud, whether or not material, that involves
management or other employees who have a
significant role in the registrant's internal
controls; and


6.	The registrant's other certifying officer and I have indicated
in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.



	/s/ Carl E. Midkiff
	Chief Executive Officer
	February 10, 2003






















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<PAGE>
CERTIFICATIONS

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, David Robinson, Chief Financial Officer, certify that:

1.    I have reviewed this report on Form 10-Q of Uptowner Inns,
       Inc.;

       2.	Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made,
not misleading with respect to the period covered by this
quarterly report;

       3.	Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in
this quarterly report.

       4.	The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for the registrant and have:

a)	designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;

b)	evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and

c)	presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the
Evaluation Date;










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       5.	The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of the
registrant's board of directors:

a)	all significant deficiencies in the design or
operation of internal controls which could adversely
affect the registrant's ability to record, process,
summarize and report
financial data and have identified for the
registrant's auditors any material weaknesses in
internal controls; and

b)	any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and


6.	The registrant's other certifying officer and I have indicated
in this quarterly report whether there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.



	/s/ David Robinson
	Chief Financial Officer
	February 10, 2003






















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