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 SEPTEMBER 30, 2003, 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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

       Yes                X    No
_______                _______

Indicate the number of Shares outstanding of each of the Issuer's classes
of Common Stock, as of the close of November 10, 2003.

      Class                            Outstanding at September 30, 2003
      ______                           _______________________________

Common Stock - $.50 par value          1,493,642 shares


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PART I:  FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS


                     UPTOWNER INNS, INC. AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEET

                  AT SEPTEMBER 30, 2003 and JUNE 30, 2003


                                         ASSETS

                                September 30,        June 30,
                                    2003              2003
                                 (Unaudited)           (a)

<TABLE>
<S>                              <C>            <C>
Current Assets:
  Cash                           $  1,219,716   $  1,161,986
  Accounts and notes receivable       147,521        139,442
  Inventories                           4,707          4,483
  Prepaid expenses                     28,078         43,030
  Notes receivable                     30,000         30,000

  Total current assets              1,430,022      1,378,941


Property, Plant and Equipment:
  Land                                836,868        820,553
  Building and improvements         5,990,929      6,005,920
  Furniture and equipment           1,420,964      1,400,047
  Construction in progress            224,016        211,870


  Less accumulated
  depreciation
  and amortization                  1,423,501      1,345,436

  Property, plant and
  equipment - net                   7,049,276      7,092,954

Other Assets:
    Other assets                      299,799        363,740


    Total other assets                299,799        363,740

Total Assets                     $  8,779,097   $  8,835,635

</TABLE>

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                     UPTOWNER INNS, INC. AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEET

                  AT SEPTEMBER 30, 2003 and JUNE 30, 2003

                           LIABILITIES AND STOCKHOLDERS' EQUITY

                                 September 30,       June 30,
                                     2003              2003
                                  (Unaudited)          (a)
<TABLE>
<S>                                <C>             <C>
Current Liabilities:
  Accounts payable                 $   187,029     $   163,427
  Accrued liabilities                  105,043         120,958
  Taxes other than Federal
   income taxes                        145,428         192,571
  Current portion of long-term
    debt                               153,290         153,290

     Total current liabilities         590,790         630,246


Long-Term Liabilities:
  Notes and mortgages payable        6,413,826       6,453,549

     Total liabilities               7,004,616       7,083,795


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 (deficit)           (8,766)        (32,744)
  Treasury stock, at cost (89,921
    and 87,246 Shares)                 (40,825)        (39,488)

    Total stockholders' equity       1,774,481       1,751,840

Total Liabilities and
Stockholders' Equity               $ 8,779,097     $ 8,835,635

</TABLE>

(a) Financial information as of June 30, 2003 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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<PAGE>
                     UPTOWNER INNS, INC. AND SUBSIDIARY
                  CONSOLIDATED INCOME STATEMENT (UNAUDITED)
      For the period of three months ended September 30, 2003 and 2002

                                     Three Months Ended
                                       2003         2002
<TABLE>
<S>                              <C>            <C>
Revenues:                                           *
  Rooms                         $   757,560  $   757,509
  Food and beverage                  17,612       21,540
  Telephone                           3,616        5,560
  Rents                               6,000        6,000
  Other                               3,958        5,886

     Total revenues                 788,746      796,495

Costs and Expenses:
  Operating Departments:
    Cost of sales                    30,845       31,701
    Salaries and wages              195,388      201,198
    Other                            65,935       62,613
  General and Administrative         66,887       52,270
  Advertising                        60,931       64,976
  Utilities                          32,963       34,589
  Repairs and Maintenance            17,361       20,724
  Interest                          135,949      131,055
  Taxes and licenses                 64,604       66,922
  Insurance                          16,800        8,909
  Depreciation and Amortization      78,065       70,088

     Total costs and expenses       765,728      745,045

  Operating income (loss)            23,018       51,450
    Interest income                     961           56
Income from continuing operations    23,979       51,506

Discontinued operations
  Income from operations of
  the discontinued component              -          249

Net Income before Income
  Taxes                              23,979       51,755

Income Taxes                              -            -

Net Income                      $    23,979   $   51,755

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

* Financial information restated for effects of discontinued operations.

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                       UPTOWNER INNS, INC. AND SUBSIDIARY

                    CONSOLIDATED STATEMENT OF CASH FLOWS
                                (UNAUDITED)

            For the three months ended September 30, 2003 and 2002


                                                2003           2002

<TABLE>

                                           <c>            <c>
Cash Flows From Operating Activities:
Net income                                $    23,979    $    51,755

Adjustments to reconcile net income to net
cash provided by operating activities:
  Depreciation and amortization                78,065         82,157
  (Increase) decrease in other assets          63,941         12,021
  (Increase) decrease in current assets:
    Accounts receivable                        (8,079)       (34,186)
    Inventories                                  (224)           243
    Prepaid expenses                           14,952         17,484
  Increase (decrease) in current
  liabilities:
    Accounts payable                           23,603        (38,066)
    Accrued liabilities                       (15,915)       (44,908)
    Taxes other than Federal income tax       (47,143)       (78,865)

      Total adjustments                       109,200        (84,120)

Net Cash Provided by (Used in)
    Operating Activities                      133,179        (32,365)
</TABLE>





















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<PAGE>

                     UPTOWNER INNS, INC. AND SUBSIDIARY

                   CONSOLIDATED STATEMENT OF CASH FLOWS
                                (UNAUDITED)

             For the three months ended September 30,  2003 and 2002



                                                       2003           2002
<TABLE>

                                                  <c>            <c>
Cash Flows From Investing Activities:
  Proceeds from sale of real estate              $         -     $ 1,770,072
  Capital Expenditures                               (34,388)        (44,686)

     Net cash provided by (used in)
     investing activities                            (34,388)      1,725,386

Cash Flows From Financing Activities:
  Purchase of Treasury Stock                          (1,337)              -
  Payment on notes and mortgages                     (39,724)     (1,683,599)

     Net cash used in
     financing activities                            (41,061)     (1,683,599)

Net Increase in Cash
  and Cash Equivalents                                57,730           9,422

Cash and Cash Equivalents at Beginning of Year     1,161,986         803,660

Cash and Cash Equivalents at End of Period       $ 1,219,716         813,082


Supplemental Disclosures of Cash Flow Information:

Cash Paid During The Period For:
  Interest                                       $   135,949     $   129,982

</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

                              September 30, 2003



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, 2003.




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                     UPTOWNER INNS, AND SUBSIDIARY

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            September 30, 2003

2.  CONTINGENCY
	The Company was a defendant in a lawsuit filed by the seller of a
parcel of property, which was to be used to construct a Holiday Inn Hotel,
for breach of contract and for failure to purchase the land and develop
the hotel.  The suit also alleged violations of confidentiality
agreements.  The Company filed a countersuit alleging fraud,
misrepresentations, and breach of contract.  The Company maintained that
the results of the soil compaction studies revealed that the land was not
suitable for its intended purpose.  A settlement agreement was reached in
August, 2003.  Under the terms of the settlement, the Company received its
deposit totaling $60,000 back from the seller and all claims between the
two parties have been dismissed.































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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 SEPTEMBER 30, 2003 AND 2002

     The Holiday Inn Hotel and Suites room revenues did not fluctuate in
the three months ended September 30, 2003 relative to the comparable
period in 2002.  The Holiday Inn Hotel and Suites' average occupancy
percentage for the three months ended September 30, 2003 was 76.95%, a
small increase of .5% relative  to the comparable period in 2002.  The
18.2% decrease in food and beverage revenues in the quarter ended
September 30, 2003 relative to the comparable period in 2002, is largely
due to the complimentary meals provided to hotel guests as an incentive to
stay at the property.

       Total cost and expenses have increased a modest 2.8% primarily due
to general and administrative expenses and depreciation expense.  The
increase in general and administrative expenses is due in large part to
the increased legal fees related to the lawsuit discussed previously in
the contingency section of this report.  The depreciation expense has
increased due to the addition of fixed assets in fiscal year ended June
30, 2003.

       	No provision for income tax expense for the three months ended
September 30, 2003 is reflected due to the large amount of net operating
loss carryforward ($ 994,955) to be applied to taxable income, which has
been provided for in previous periods and included in deferred tax assets.



LIQUIDITY

     Liquidity, as measured by current assets divided by current
liabilities, has increased from 2.19 at June 30, 2003 to 2.42 at September
30, 2003.



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LIQUIDITY, CON'T.

	Although liquidity has increased for this time period, it is likely
that the Company's liquidity position will gradually decrease in the next
two to three years.  Management estimates that business will fall
approximately 10% over this time period due to construction work near the
hotel.  The construction work for the new Pullman Square project is going
on right next to the hotel, and has caused many guests to leave the
Holiday Inn property due to excessive early morning noise.  Many guests
have also left due to the lack of parking that the construction work has
caused.

	There are also plans to add a new Holiday Inn property in
Barboursville, WV, but will probably be another one to two years before
construction for that site begins.  The Company has purchased the
franchise agreement from Holiday Inn, and has also purchased a portion of
the land needed for the new construction.

	The Company obtained a valuation of the Company's common stock.  The
purpose of the valuation was to provide the Company's management with
information to be used in a going private transaction whereby the Company
is seeking shareholder approval for a reverse stock split and providing a
cash payment for fractional shares of common stock.  The transaction would
have the effect of reducing the number of shareholders from 1,392 to 11
and the Company would no longer file reports with the Securities and
Exchange Commission.


CAPITAL RESOURCES

	The Company's cash has modestly increased 4.9% for the three months
ended September 30, 2003.

     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.  The Company planned on constructing a hotel on the
site.  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 projected operational date was set at July,
2004, before problems were found with the land fill at the construction
site.  In February, 2003, Uptowner Inns, Inc. pulled out of the project.
In addition to the $60,000 deposit, Uptowner Inns, Inc. had incurred other
expenses related to the property for approximately $99,0000, and also lost
the $50,000 they paid to Holiday Inn for the franchise agreement.  On
February 19, 2003, Uptowner Inns, Inc. received notice from the Huntington
Municipal Development Authority that a law suit had been filed.  See
"Contingency" in notes to Consolidated Financial Statements for additional
information on the lawsuit.



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CAPITAL RESOURCES, CON'T.

       In February, 2003, the Company spent $200,000 acquiring .688 acre
and a 10' easement for additional expansion.  There is no current
commitments or obligations that exist for this property.


ITEM 4:  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 subsidiary) required to be included in the Company's
periodic SEC filings.


































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PART II:  OTHER INFORMATION

Item 1.  Legal Proceedings

	The Company was a defendant in a lawsuit filed by the seller of a
parcel of property, which was to be used to construct a Holiday Inn Hotel,
for breach of contract and for failure to purchase the land and develop
the hotel.  The suit also alleged violations of confidentiality
agreements.  The Company filed a countersuit alleging fraud,
misrepresentations, and breach of contract.  The Company maintained that
the results of the soil compaction studies revealed that the land was not
suitable for its intended purpose.  A settlement agreement was reached in
August, 2003.  Under the terms of the settlement, the Company received its
deposit totaling $60,000 back from the seller and all claims between the
two parties have been dismissed.








































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Item 6.  Exhibits and Reports on Form 8-K

     a.  Exhibits

31.1	Certification pursuant to 18 U.S.C. Section 302 of the
Sarbanes-Oxley Act of 2002 for Carl E. Midkiff, Chief
Executive Officer.

31.2	Certification pursuant to 18 U.S.C. Section 302 of the
Sarbanes-Oxley Act of 2002 for David Robinson, Chief
Financial Officer.


        32.1	 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.

        32.2	 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 September 30, 2003.


























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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 E. Midkiff,
                                         CEO and Secretary
		       November 12, 2003




		By /s/ David Robinson,
                                         CFO and Treasurer
		       November 12, 2003






























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