<PAGE>
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                              FORM 10-K

        /x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934.

             For the fiscal year ended December 31, 1996

                         Commission File No. 0-28108

                  SUBURBAN LODGES OF AMERICA, INC.
       ------------------------------------------------------
       (Exact name of Registrant as specified in its charter)

                             (Georgia)
   --------------------------------------------------------------
   (State or other jurisdiction of incorporation or organization)

                              581781184
                ------------------------------------
                (I.R.S. Employer Identification No.)

      1000 Parkwood Circle, Suite 850, Atlanta, Georgia  30339
   ------------------------------------------------------------
   (Address of principal executive offices)            (Zip Code)

 Registrant's telephone number, including area code:  (770) 951-9511

Name of each exchange on which registered:   NASDAQ
                                           -----------
Securities registered pursuant to Section 12(g) of the Act: Common
                                                            ------
Stock, Par Value $0.01 Per Share
--------------------------------

Securities registered pursuant to Section 12(b) of the Act:  _______

     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.  Yes   X    No
                           ----     -----
     Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10K.  [  ]

     The aggregate market value of the voting stock held by non-
affiliates (which for purposes hereof are all holders other than
executive officers and directors) of the Registrant as of February
28, 1997 is $168,244.206.50 (based on 8,518,694 shares outstanding
at $19.75 per share; the last sales price on the NASDAQ Stock Market
on February 28, 1997).

     At February 28, 1997 there were issued and outstanding
12,127,502 shares of Common Stock, par value $0.01 per share,
outstanding.


                               -1-<PAGE>
                 DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the Registrant's definitive Proxy Statement for the
1997 Annual Meeting of Shareholders are incorporated by reference
into Part III.





                                -2-

<PAGE>
                               PART I
ITEM 1.  BUSINESS.

GENERAL

   Suburban Lodges of America, Inc. (the "Company" or "Suburban")
was incorporated in Georgia in 1987.  The Company develops, owns,
manages and franchises Suburban Lodge(R) hotels, which are economy
extended stay lodging facilities designed to appeal to value-
conscious guests seeking to "Lodge for Less." (SM) The Company
believes that the Suburban Lodge chain is one of the largest lodging
chains (based on number of guest rooms and facilities) devoted to
serving the economy extended stay market.  Suburban Lodge guest
rooms are fully furnished and include a combination living room and
bedroom, a bathroom and a fully equipped kitchenette.

   The extended stay segment of the lodging industry, which includes
economy extended stay hotels, is a relatively small but growing
segment of the lodging industry.  Suburban believes that the
extended stay market offers a number of attractive investment
characteristics compared to traditional hotels, including higher
than industry average occupancy rates and operating margins.  Based
upon the high occupancy rates of its existing hotels and published
occupancy rates for other participants in the extended stay market,
the Company believes that Suburban Lodge hotels appeal to an
underserved and growing segment of guests in the extended stay
market.  These guests include business travelers (particularly those
with limited or no expense accounts), individuals on temporary work
assignments, persons between domestic situations, persons relocating
or purchasing a home, tourists and other value-conscious customers
desiring low-cost, longer-term, quality accommodations with fully
equipped kitchenettes.  Individuals on temporary work assignments
and persons relocating or purchasing a home constitute the two
largest groups of guests.

   The Company believes that several features differentiate Suburban
and its hotels from, and provide a competitive advantage over,
traditional and other extended stay lodging hotels such as:  (i) its
low weekly rates; (ii) provision of fully-equipped kitchenettes;
(iii) marketing and pricing to appeal to longer guest stays; (iv)
higher occupancy rates; (v) operating efficiencies; (vi) standard
design and low construction costs; (vii) attractive unit economics;
and (viii) franchising opportunities.

SIGNIFICANT ACQUISITIONS

   In connection with and prior to the Company's initial public
offering ( "IPO") of its Common Stock on May 23, 1996, the Company
entered into a number of transactions with certain of its officers
and directors and their affiliates in order to restructure the
Company and its operations for public ownership.  Through a merger
with partnerships and limited liability companies (the "Affiliated
Entities") in which Messrs. David E. Krischer (the Chairman of the
Company's board of directors, the Chief Executive Officer and
President), James R. Kuse and Michael McGovern, each of whom is a
director of the Company, and other officers had an interest, the
Company acquired 11 extended stay hotels (including four which were
under construction at the time) for a combination of cash and Common
Stock of the Company.  

   In connection with these transactions, the owners of the
Affiliates Entities received (i) an aggregate of 875,062 shares of
Common Stock with a value of approximately $15.0 million based upon
the IPO price of $17.00 per share, including 784,008 shares which
were issued to affiliates of the Company (including 307,144 shares
to Mr. Krischer, 199,333 shares to Mr. Kuse and his affiliates,
131,735 shares to Mr. McGovern, an aggregate of 124,630 shares
issued to investors in HS II Associates, L.P. and HS III Associates,
L.P. (significant investors in many of the Affiliated Entities and
together the second largest shareholder of the Company prior to this
corporate reorganization (the "Corporate Reorganization"),
hereinafter referred to as "HS Associates") and 21,166 shares issued
to the other officers of the Company as a group) and (ii) $2.9

                              -3-<PAGE>
million in cash (including $84,600 to Mr. Krischer, $545,700 to Mr.
Kuse and his affiliates, $386,600 to Mr. McGovern and $48,000 to the
other officers of the Company as a group).  The Company also paid
$385,000 in cash to acquire certain minority interests in one of the
Affiliated Entities and paid a $100,000 development fee (of which
$25,000 was paid to Mr. Krischer).  The Company also assumed an
aggregate of approximately $16.4 million of indebtedness secured by
the Affiliated Facilities and approximately $1.2 million owed to
affiliates of the Company, including approximately $124,400 to Mr.
Krischer and his affiliates, $1.0 million to Mr. Kuse and his
affiliates and $81,250 to Mr. McGovern.

   In addition, the Company also acquired five extended stay
facilities (including two construction and two development
facilities) (the "Third Party Facilities") from third party sellers
by either mergers or through the acquisition of assets.  The
aggregate purchase price for the Third Party Facilities was $10
million of which $4.7 million was paid in cash and the balance was
paid with 144,314 shares of Common Stock.


BUSINESS STRATEGY

   Suburban's business objective is to become a national provider of
economy extended stay lodging hotels.  The Company intends to
achieve its objective through the execution of its growth and
operating strategies.  Suburban's growth strategy is to develop
additional Company-owned hotels and to franchise the Suburban Lodge
concept to independent developers and operators as well as to
passive investors who will retain the Company to develop and manage
their Suburban Lodge hotels.  The Company's principal operating
strategies are to (i) provide its guests with clean, comfortable and
attractive accommodations at weekly rates substantially lower than
those offered by most traditional and other extended stay lodging
hotels; (ii) control operating costs at each of its hotels and
maintain above industry average operating margins and (iii) ensure
guest satisfaction through a commitment to customer service.

   GROWTH STRATEGY

   COMPANY-OWNED DEVELOPMENT. At December 31, 1996, the Company
owned and operated 14 Suburban Lodge hotels and franchised ten
additional Suburban Lodge hotels located in six southeastern states. 
The Company intends to continue the growth of the Suburban Lodge
chain in 1997 by opening approximately 40 additional Suburban Lodge
hotels, 22 of which are expected to be Company-owned.  The addition
of these 40 hotels should result in a total of 64 Suburban Lodge
hotels by the end of 1997.  Fourteen of these hotels (seven Company-
owned and seven franchised) expected to open in 1997 were under
construction at December 31, 1996, and 26 of the hotels (13 Company-
owned and 13 franchised) expected to open in 1997 were under
development at December 31 1996.  Also, the Company and its
franchisees are seeking and negotiating to acquire suitable sites
for the development of additional Suburban Lodge hotels projected to
open in 1998.  It is not certain that the Company and its
franchisees will be able to complete the development of all of these
hotels, or to complete them on schedule.  

   Suburban initially plans to develop and operate Company-owned
hotels in the Southeast and Midwest and to franchise the Suburban
Lodge system on a nationwide basis.  The Company also intends to
develop and operate Company-owned hotels on a nationwide basis, but
it has no specific timetable for such expansion.  By initially
clustering the Company-owned hotels in these regions, Suburban
believes that it will increase consumer awareness of the Suburban
Lodge(R) brand name and achieve efficiencies in purchasing, marketing
and management.  In selecting particular cities, the Company plans

                                  -4-

<PAGE>
to identify markets that have high levels of employment and MSAs
with populations of 150,000 or more.  In considering specific
development sites, the Company reviews demographic and traffic
studies, the availability and pricing of suitable sites, the costs
and risks of developing and any other factors deemed relevant,
including site selection criteria based on the experience of the
existing hotels.  In particular, the Company looks for sites that
are exposed to heavily-traveled thoroughfares with nearby retail and
restaurant developments and that are located in areas with a
substantial number of employers.

   FRANCHISING AND THIRD PARTY DEVELOPMENT AND MANAGEMENT
ACTIVITIES.  In addition to operating Company-owned Suburban Lodge
hotels, the Company franchises Suburban Lodge hotels.  In
particular, the Company franchises the Suburban Lodge concept to
independent developers and operators, and also intends to franchise
the Suburban Lodge concept to passive investors who may retain the
Company to develop and manage their Suburban Lodge hotels.  Suburban
considers its franchisees to be an integral component of its
continued growth and believes its relationship with its franchisees
is good.  Through franchising, the Company intends to accelerate the
growth of the Suburban Lodge chain, thereby increasing its market
presence and brand awareness in both new and existing markets, while
generating incremental revenues at an attractive margin.  Further,
the Company anticipates that the development of a large network of
lodging hotels will result in economies of scale in management,
marketing and purchasing.  Suburban intends to offer franchising
opportunities on a national level and believes that its existing
infrastructure and experience in franchising the Suburban Lodge
concept will be an important factor in executing its franchising
strategy.

   OPERATING STRATEGIES

   Suburban's principal operating strategies are to (i) provide its
guests with clean, comfortable and attractive accommodations at
weekly rates substantially lower than those offered by most
traditional and other extended stay hotels; (ii) control the
operating costs at each of its hotels and maintain above industry
average operating margins; and (iii) ensure guest satisfaction
through a commitment to customer service.  Suburban's principal
operating strategy is to offer its guests weekly rates substantially
lower than those offered by most traditional and other extended stay
lodging hotels.  The average weekly rate at the seven "same store"
hotels (hotels which were open in 1995 and during a comparable
period in 1996) during 1996 was $148.27.  The average weekly rate at
the 14 facilities open during fiscal year 1996 was $155.84.  The
Company believes that its high occupancy is primarily a result of a
combination of its low weekly rates, which appeal to a broad base of
potential guests, and its guest room amenities.  In addition,
Suburban seeks to minimize costs throughout its operations.  The
Company is able to control its operating costs because it operates
each facility with a staff of approximately six to eight full-time
employees, which is smaller than the staffs at most traditional
lodging facilities, maintains limited office hours and provides
weekly rather than daily housekeeping.  In addition, because the
average guest stay is approximately five to six weeks, the Company
has been able to minimize its marketing and advertising efforts
while maintaining high occupancies.  Longer guest stays also reduce
guest check-in traffic and the administrative costs of the hotels.

TRADEMARKS

   The trade name "Suburban Lodge" and the service mark "Lodge for
Less" and related logos are actively used and are significant to the
Company's business.  All of these marks have been registered on the
Principal Register of the United States Patent and Trademark Office. 
The term for the registration of the "Suburban Lodge" trademark
extends to November 2004 on the Principal Register, at which time it
may be renewed for successive ten-year periods.  The term for the

                               -5-<PAGE>
registration of the Suburban Lodge name and design logo extends to
March 2009, at which time it may be renewed for successive ten-year
periods.  The term for the registration of the service mark "Lodge
for Less" extends to October 2000, at which time it may be renewed
for successive ten-year periods.

SEASONALITY

   Management believes that extended stay lodging hotels are not as
seasonal in nature as the overall lodging industry due to long-term
guest stays.  Based upon the experience of the existing hotels,
management expects that occupancy and revenues may be lower than
normal during the months of November, December and January due to
the holiday season.  Because many of Suburban's expenses do not
fluctuate with occupancy, such declines in occupancy may cause
fluctuations or decreases in the Company's quarterly earnings.

COMPETITION

  The lodging industry is highly competitive.  Competitive factors
within the industry include room rates, quality of accommodations,
name recognition, supply and availability of alternative lodging,
including short-term lease apartments, service levels, reputation,
reservation systems and convenience of location.  Each of the
existing hotels and construction hotels is located, and each of the
development hotels will be located, in a developed area that
includes competing lodging facilities, including both traditional
hotels and other extended stay hotels.  The number of competitive
lodging facilities in a particular area could have a material
adverse effect on occupancy, average weekly rate and the weekly room
revenue per available guest room of the existing hotels and the
construction hotels or properties developed or acquired in the
future.  

   The Company anticipates that competition within the extended stay
lodging market will increase substantially in the foreseeable
future.  A number of other lodging chains and developers recently
have announced their intent to develop or are already attempting to
develop extended stay hotels which may compete with the Company's
hotels.  In particular, some of these entities have announced their
intent to target the economy segment of the extended stay market in
which the Company competes.  The Company may compete for guests and
for development sites with certain of these established entities
which have greater financial resources than the Company and better
relationships with lenders and real estate sellers.  These entities
may be able to accept more risk than the Company can prudently
manage.  Further, new or existing competitors might reduce their
rates or offer greater convenience, services or amenities or expand
or improve facilities in markets in which the Company competes,
thereby adversely affecting the Company's business and results of
operations.

   At the present time, the Company's hotels are located principally
in the Southeast and in particular in metropolitan Atlanta.  In
these regions, the Company competes with both traditional hotels and
other extended stay hotels, including individual extended stay
hotels and those owned and operated by competing chains.  The
Company competes with these hotels by offering low weekly rates,
customer service and convenient locations.

ENVIRONMENTAL MATTERS

   Under various federal, state and local laws and regulations, an
owner or operator of real estate may be liable for the costs of
removal or remediation of certain hazardous or toxic substances on
such property.  Such laws often impose liability without regard to
whether the owner knew of, or was responsible for, the presence of
hazardous or toxic substances.  In connection with the ownership and

                                  -6-

<PAGE>
operation of its properties, the Company may be potentially liable
for any such costs.  Any potential environmental liability the
Company may have solely as a franchisor is less clear; however, the
Company's business and results of operations could be adversely
affected if a franchisee incurred environmental liability.  Suburban
believes that the Company-owned hotels are in compliance in all
material respects with all federal, state and local ordinances and
regulations regarding hazardous or toxic substances and other
environmental matters.  Neither the Company nor, to the knowledge of
the Company, any of the current owners of the franchised hotels has
been notified by any governmental authority of any material
noncompliance, liability or claim relating to hazardous or toxic
substances or other environmental issues in connection with any of
its present or former properties.  Moreover, no assurances can be
given that (i) future laws, ordinances or regulations will not
impose any material environmental liability or (ii) the current
environmental condition of the Company's existing and future
properties will not be affected by the condition of neighboring
properties (such as the presence of leaking underground storage
tanks) or by third parties unrelated to the Company.

GOVERNMENTAL REGULATION

   A number of states regulate the licensing of lodging facilities
by requiring registration, disclosure statements and compliance with
specific standards of conduct.  The Company believes that each of
its hotels has the necessary permits and approvals to operate its
respective business, and the Company intends to continue to obtain
such permits and approvals for its new hotels.  The Company is also
subject to laws governing its relationship with employees, including
minimum wage requirements, overtime, working conditions and work
permit requirements.

   Under the Americans With Disabilities Act of 1990 (the "ADA"),
all public accommodations are required to meet certain federal
requirements related to access and use by disabled persons. 
Although the Company has attempted to satisfy ADA requirements in
the design of its hotels, a material ADA claim could be asserted
against the Company, which could result in a judicial order
requiring compliance and the expenditure of substantial sums to
achieve compliance, an imposition of fines or an award of damages to
private litigants.

   Suburban is subject to Federal Trade Commission ("FTC")
regulation and various state laws which regulate the offer and sale
of franchises.  State laws that regulate the franchisor-franchisee
relationship presently exist or are being considered in a
substantial number of states, and bills have been introduced in
Congress (one of which is now pending) which provide for federal
regulation of certain aspects of the franchisor-franchisee
relationship.  These current and proposed franchise relationship
laws limit, among other things, the duration and scope of non-
competition provisions, the ability of a franchisor to terminate or
refuse to renew a franchise and the ability of a franchisor to
designate sources of supply.

EMPLOYEES

   As of December 31, 1996, the Company employed 126 persons.  The
Company's employees are not subject to any collective bargaining
agreements.  Management believes that its relationship with its
employees is good.


                               -7-<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>

                  Name              Age                       Position
                  ----              ---                       --------
           <S>                       <C>    <C>
           David E. Krischer         47     Chairman of the Board, Chief Executive
                                            Officer and President
           Dan J. Berman             32     Vice President - Franchising and Director
           Seth H. Christian         31     Vice President - Operations
           Terry J. Feldman          53     Vice President, Chief Financial Officer and
                                            Treasurer
           G. Hunter Hilliard        53     Vice President - Construction
           Kevin R. Pfannes          42     Vice President - Development and Secretary
</TABLE>

     DAVID E. KRISCHER.  Mr. Krischer formed the Company in 1987 to
develop a national chain of economy extended stay hotels and has
served as its President and Chairman since inception.  Mr.
Krischer has over 15 years of experience in real estate
development and has been involved in the hospitality industry for
more than ten years.  From 1974 to 1986, he was a partner with
two Atlanta law firms, Arrington, Rubin, Winter, Krischer & Goger
and Costanzo & Krischer, where his practice focused on general
business and real estate law and real estate syndication.

   DAN J. BERMAN.  Mr. Berman joined the Company in September
1993 as its Vice President - Franchising and was elected as a
Director in March 1996.  Prior to joining the Company in 1993,
Mr. Berman practiced commercial law in New York City with the
firm Young and Young from September 1990 to May 1993.  Mr. Berman
received the degrees of Juris Doctor and Master of Business
Administration from Emory University Law and Business Schools in
1990.

   SETH H. CHRISTIAN.  Mr. Christian joined the Company in
November 1987 and was elected Vice President - Operations in
January 1989.  From 1983 through 1987, he served as General
Manager of Hotel/Restaurant Management, Inc., an Atlanta-based
hospitality company.  Mr. Christian is a member of the Board of
Directors of the Arthritis Foundation, Georgia Chapter.  Mr.
Christian received a Bachelor of Arts in economics from Georgia
State University in 1988.

   TERRY J. FELDMAN.  Mr. Feldman joined the Company in January
1995 as its Treasurer and Chief Financial Officer and was elected
Vice President in March 1996.  He has over 30 years of experience
in real estate accounting and finance.  Prior to joining the
Company, Mr. Feldman served as the Vice President and Chief
Financial Officer of Unity Mortgage, Inc., a home mortgage
lender, from July 1992 to July 1994.  Mr. Feldman served as the
Vice President and Chief Financial Officer of Anderson
Properties, Inc., a commercial real estate company in Atlanta,
from 1984 to 1992.  From 1977 to 1984, he served in treasury and
financial planning capacities at Days Inns of America, Inc.  Mr.
Feldman is a Certified Public Accountant.

   G. HUNTER HILLIARD.  Mr. Hilliard joined the Company in April
1987 as its Vice President - Construction.  In addition, since
1980, Mr. Hilliard has been the sole shareholder and Secretary of
Acreage Investment Corporation, a real estate and construction
consulting firm.  He has over 25 years of experience in the
development and construction of single and multi-family housing,
retail centers and office space.

   KEVIN R. PFANNES.  Mr. Pfannes joined the Company in January
1996 and was elected Vice President - Development in February
1996.  He has 17 years of legal and business experience in the
development, acquisition, leasing and financing of a broad range
of commercial real estate transactions.  From July 1992 through
January 1995, Mr. Pfannes served as real estate counsel and
Director of Operations of General Innkeeping Acceptance
Corporation, a wholly-owned subsidiary of Holiday Inns, Inc.,
which provided financing for Holiday Inn hotels.  From January
1986 to July 1992, Mr. Pfannes was a self-employed attorney, and
his practice focused on commercial real estate matters.  From
1979 to 1984, Mr. Pfannes worked for the Chicago law firm of
Rooks, Pitts and Poust, where his practice focused on real estate
and lending matters.

                                 -8-

<PAGE>
CERTAIN FACTORS AFFECTING FORWARD LOOKING STATEMENTS

   Many of the matters discussed in this Annual Report on Form
10-K are forward looking statements.  These statements involve a
number of risks and uncertainties that could cause actual results
to differ materially from any such statement.  Some of these
risks may include, but are not limited to:  (i) development
risks (including the risks that (A) development costs may exceed
budgeted projections, (B) competition for development sites may
limit the sites available to the Company; (C) the Company may
fail to obtain necessary zoning and other permits; (D) the
Company may experience delays in construction; and (E) changes in
government regulations and overall economic conditions may have a
material adverse effect on the Company, etc.); (ii) management of
growth (the Company's rapid growth has created new demands on the
Company's management and its operating and financial systems
which may lead to the risk that the Company may not manage this
growth effectively); (iii) dependence on senior management (the
Company's continued success is dependent on the efforts of its
key management, including Mr. Krischer and the failure or
inability of Mr. Krischer to continue in his leadership role might
have a material adverse effect on the Company); (iv) risks
associated with the lodging industry  (the economy extended stay
segment of the lodging industry may be adversely affected by
changes in national or local economic conditions and other local
market conditions); (v) the risks associated with compliance with
environmental regulations and other government regulations which
have been set forth elsewhere herein; (See "Environmental
Matters" and "Governmental Regulation").and (vi) risks associated
with financing.

ITEM 2.  DESCRIPTION OF FACILITIES.

   At December 31, 1996, there were 24 existing hotels located in
six southeastern states, which contained an aggregate of 3,154
guest rooms, which had an average of 131 guest rooms.  A newly
developed Suburban Lodge hotel is built using either a two-story
or three-story interior or exterior corridor design.  The two
designs have similar architectural styles and guest room floor
plans.  The majority of Suburban Lodge guest rooms are uniform in
size and weekly rates for single occupancy currently range from
$139 to $169.  Recently developed hotels, however, include some
larger guest rooms for which a range of $169 to $229 is charged,
and the Company has recently decided to increase the number of
larger guest rooms in each new hotel.  Each hotel includes guest
rooms, a general manager's apartment, an office and a guest
laundry room and offers convenience items for sale to its guests
in the front office.  Each guest room includes a combination
living room and bedroom, a fully equipped kitchenette (including
a refrigerator, two-burner stove-top, microwave oven and cooking
and eating utensils), a telephone and access to satellite or
cable television.  Each Suburban Lodge hotel also offers weekly
maid and linen service.

   The following tables set forth certain information with
respect to the existing hotels, hotels under construction and
hotels which were being developed, as of December 31, 1996.


                                 -9-

<PAGE>
<TABLE>
<CAPTION>

                                             Number                                                                       Number
                                    Date       of                                                        Estimated          of
Existing Hotels                    Opened   Rooms<F1>  Construction Hotels                              Opening<F3>       Rooms
--------------------------------------------------------------------------------------------------------------------------------
<S>                                <S>           <C>   <S>                                           <S>                    <C>
COMPANY-OWNED:                                         COMPANY OWNED
  Atlanta (Forest Park), GA.....   Mar-88        126      Chesapeake (Chesapeake), VA  ...........   1st Quarter 1997       132
  Atlanta (Fulton Industrial),     Dec-88        108      Pressley/I-77 (Charlotte), NC...........   1st Quarter 1997       132
        GA ....................
  Atlanta (Norcross), GA.......    Jun-89        129      University Area (Charlotte), NC.........   1st Quarter 1997       138
  Birmingham (Oxmoor), AL......    Jul-90        151      Ridgeway Road (Memphis), TN ............   2nd Quarter 1997       144
  Atlanta (Mableton), GA <F2>..    Jun-93         79      Fairfield (Cincinnati), OH  ............   2nd Quarter 1997       131
  Greenville (Mauldin Road), SC    Sep-93        130      Newport News (Newport News), VA ........   2nd Quarter 1997       134
  Charlotte (Matthews), NC.....    Aug-95        139      South Dayton (Dayton), OH...............   2nd Quarter 1997       130
                                                                                                                            ---
  Atlanta (Conyers), GA .......    Apr-96        138   SUBTOTAL                                                             941
  Atlanta (Douglasville), GA...    Jun-96        132
  Louisville (Preston Highway),    Aug-96        150
   KY ........................
  Atlanta (Tara Blvd.), GA....     Sep-96        138   FRANCHISED:
  Greenville (Wade Hampton                                Bay Meadows (Jacksonville), FL .........   1st Quarter 1997       138
   Blvd.), SC ................     Oct-96        126      Gwinnett Place (Atlanta),GA  ...........   1st Quarter 1997       138
  Kingston Pike (Knoxville),                              Taylorsville Rd (Louisville), KY........   1st Quarter 1997       144
   TN.......................       Dec-96        132      Antioch Pike (Nashville), TN............   2nd Quarter 1997       126
  Atlanta (Northside Drive),                              Florence (Cincinnati),                     2nd Quarter 1997       144
    GA......................       Dec-96        150      Woodstock (Atlanta), GA  ...............   2nd Quarter 1997       138
                                              -----       Montgomery Mall (Montgomery), AL .......   2nd Quarter 1997       144
SUBTOTAL  ..................                   1,828                                                                       ----
FRANCHISED:                                            SUBTOTAL                                                             972
  Birmingham (Riverchase/                               TOTAL                                                              -----
    Pelham), AL...............     Jun-92       122                                                                        1,913
  Atlanta (Stone Mountain), GA     Nov-92       132
  Atlanta (Marietta), GA .....     Aug-94       132
  Birmingham (Inverness/
     Greystone), AL .........      Sep-95       130
  Atlanta (Lilburn/Highway 78),
      GA .......................   Nov-95       132   DEVELOPMENT HOTELS
  Savannah, (Abercorn),            Mar-96       130
      GA.......................
  Atlanta (Lawrenceville), GA..    Jun-96       132   COMPANY-OWNED:
  Atlanta (Roswell), GA........    Jun-96       134       Chattanooga (Chattanooga), TN ..........   3rd Quarter 1997
  Atlanta (Decatur), GA........    Oct-96       133       Eastland Area (Columbus), OH ...........   3rd Quarter 1997
  Atlanta (Indian Trail/I-85),     Nov-96       149       Hazelwood (St. Louis), MO...............   3rd Quarter 1997
       GA......................                           North Charleston (Charleston), S C .....   3rd Quarter 1997
                                                          Virginia Beach (Virginia Beach), VA ....   3rd Quarter 1997
SUBTOTAL ......................               1,326       Jackson (Jackson), MS ..................   4th Quarter 1997
                                              -----       Cleveland (Euclid),  OH.................   4th Quarter 1997
SYSTEM-WIDE TOTAL .............               3,154       San Antonio - East Texas (San Antonio),
                                                             TX...................................   4th Quarter 1997
                                                          Northwest  (Indianapolis), IN ..........   4th Quarter 1997
                                                          Mobile (Mobile), AL ....................   4th Quarter 1997
                                                          North Texas (Arlington), TX ............   4th Quarter 1997
                                                          Richmond (Richmond), VA.................   4th Quarter 1997
                                                          St. Charles (St. Louis), MO.............   4th Quarter 1997
                                                          Dallas (Carrolton), ....................   1st Quarter 1998


                                                       FRANCHISED:
                                                          Fayetteville (Fayetteville), NY ......... 3rd Quarter 1997
                                                          Gainesville (Gainesville), GA............ 3rd Quarter 1997
                                                          Mall Area (Valdosta), GA ................ 3rd Quarter 1997
                                                          Northwestern (Albany), GA ............... 3rd Quarter 1997
                                                          Pineville (Charlotte), NC ............... 3rd Quarter 1997
                                                          Sawmill (Columbus), OH .................. 3rd Quarter 1997
                                                          Ben White Blvd. (Austin), TX ............ 4th Quarter 1997
                                                          Duluth (Atlanta), GA .................... 4th Quarter 1997
                                                          Garden City (Savannah), GA .............. 4th Quarter 1997
                                                          Garner (Raleigh/Garner), NC ............. 4th Quarter 1997
                                                          Murfreesboro (Nashville), TN ............ 4th Quarter 1997
                                                          Northwest Houston (Houston), TX ......... 4th Quarter 1997
                                                          West End (Nashville), TN ................ 4th Quarter 1997


                                                     -10-
<PAGE>

______________________________
<FN>
<F1> The number of guest rooms does not include the general
     manager's apartment.
<F2> The Mableton hotel was acquired in June 1993 and converted
     into a Suburban Lodge hotel in October 1994.
<F3> The Company believes that each of the Construction and
     Development Hotels will open during the calendar quarter
     indicated.  However, the Company and its franchisees may not
     be able to complete the development of all of these hotels on
     schedule.
</FN>
/TABLE>

ITEM 3.  LEGAL PROCEEDINGS.

   None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

   No matters were submitted to a vote of security holders of the
Registrant during the fourth quarter of the fiscal year covered
by this Report.

                             PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

PRICE RANGE OF COMMON STOCK

   The Common Stock is quoted on The Nasdaq Stock Market under
the symbol "SLAM."  The price to the public for the Common Stock
in the IPO was $17.00 per share (the "IPO Price"), and the Common
Stock began trading on May 23, 1996.  The last reported sale
price of the Common Stock on The Nasdaq Stock Market on February
28, 1997, was $19.75.  The following table sets forth for the
periods indicated the high and low transaction prices of the
Common Stock on The Nasdaq Stock Market.  As of February 28,
1997, there were approximately 72 holders of record and 1,500
beneficial owners, respectively, of the Common Stock.


</TABLE>
<TABLE>
<CAPTION>
                                                                           Price Range
                                                                       --------------------
                                                                       High            Low
                                                                       ----            ---
      <S>                                                             <C>             <C>
      Year Ending December 31, 1996
       Second Quarter (since May 23, 1996) . . . . . . . .            $29.50          $19.50
       Third Quarter . . . . . . . . . . . . . . . . . . .             25.25           17.50
       Fourth Quarter  . . . . . . . . . . . . . . . . . .             25.125          15.00
</TABLE>

     On May 29, 1996, an aggregate of 1,019,376 shares of Common
Stock were issued in connection with the merger or acquisition of
16 partnerships and limited liability companies into the Company,
in reliance upon the exemption contained in Section 4(2) of the
Securities Act.  In exchange therefor, the Company acquired all
of the outstanding partnership interests and units in the
partnerships and limited liability companies which owned eight
existing Suburban Lodge hotels, five Suburban Lodge hotels in
various stages of construction, and three Suburban Lodge hotels
in various stages of development. 

                               -11-<PAGE>
   During the past three years, the following person was issued
Common Stock of the Company in reliance upon the exemption
contained in Section 4(2) of the Securities Act, in the number of
shares, on the date and for the consideration referenced below:
<TABLE>
<CAPTION>
       Name                                   No. Shares     Date of Issuance       Consideration
       ----                                   ----------     ----------------       -------------
    <S>                                        <C>                <C>                <S>
    Dan Berman ...........................     149,200            10/1/94            Services rendered

</TABLE>

   On May 23, 1996, an aggregate of 3,000 shares of restricted
Common Stock were issued to the Company's non-employee directors
in reliance upon the exemption contained in Section 4(2) of the
Securities Act.

   The Company has not paid dividends on its Common Stock.  The
Board of Directors intends to continue a policy of retaining
earnings to finance the Company's growth and, therefore, does not
anticipate paying any such dividends in the foreseeable future. 
In addition, the Company has obtained a $25 million line of
credit (the "Line of Credit") with PNC Bank, Kentucky, Inc., a
commitment from PNC to increase the Line of Credit to $50 million
and a further commitment, which is subject to obtaining other
participating lenders, to increase the commitment to $100
million, which does, and future financing arrangements may,
impose minimum net worth covenants and other limitations that
could restrict the Company's right to pay dividends.  See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations -  Liquidity and Capital Resources."

ITEM 6.  SELECTED FINANCIAL DATA.


           SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA
                 SUBURBAN LODGES OF AMERICA, INC.

         (In thousands, except share and Operating Data)

     The selected consolidated financial data set forth below has
been derived from the historical consolidated financial statements of
Suburban Lodges of America, Inc. The historical consolidated
financial statements of Suburban Lodges of America, Inc. for the four
years ended December 31, 1996 have been derived from the consolidated audited
financial statements of the Company.  The selected data for 1992 has been
derived from the unaudited consolidated financial statements of Suburban
Lodges of America, Inc. In the opinion of management, the unaudited financial
statements include all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the information set
forth therein.  These selected consolidated financial data should be
read in conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the historical
consolidated financial statements and related notes thereto of
Suburban Lodges of America, Inc.

                               -12-<PAGE>
<TABLE>
<CAPTION>
                                                                                 Year Ended December 31,
                                                            -------------------------------------------------------------------
                                                                1992          1993          1994          1995          1996
                                                                ----          ----          ----          ----          ----
              <S>                                           <C>          <C>             <C>          <C>           <C>
              Statement of Operations:
              Revenue:
                Room revenue                                $   2,184     $   2,893      $   3,904     $   4,431     $   7,754
                Other facility revenue                            173           223            290           296           596
                Franchise and other revenue                       194           247            151           460           916
                                                              -------       -------        -------      --------      --------
                     Total revenue                              2,551         3,363          4,345         5,187         9,266
                                                              -------       -------        -------      --------      --------

              Expenses:
                Facility operating expenses                     1,058         1,364          1,768         2,072         3,910
                Corporate operating expenses                      378           429            737           883         1,527
                Related party consulting fees                      --            --             --            17            10
                Depreciation and amortization                     323           372            416           460           788
                                                              -------       -------        -------      --------      --------

                     Total expenses                             1,759         2,165          2,921         3,432         6,235
                                                              -------       -------        -------      --------      --------

              Operating income                                    792         1,198          1,424         1,755         3,031
              Interest income                                      --            --             --            --           957
              Interest expense                                   (614)         (725)          (936)       (1,098)         (556)
                                                              -------       -------        -------      --------      --------

                Income (loss) before income taxes and
                    extraordinary income                          178           473            488           657         3,432
              Income Taxes (benefit) <F1>                           --            --           (14)          (20)       (1,047)
              Extraordinary income from early 
                extinguishment of debt                              -             -            130             -             -
                                                                    -             -                            -             -
                                                              -------       -------        -------      --------      --------
                     Net income (loss)                      $     178   $       473      $     632     $     677     $   2,385
                                                              =======       =======        =======      ========      ========

              Pro forma earnings per share <F2>                                                                            .31

              Pro forma weighted average shares
                outstanding <F2>                                                                                     6,923,956
              Cash Flow Data:
              EBITDA <F3>                                  $    1,115   $     1,570    $     1,840   $     2,215   $     3,819

              Cash flows provided by (used in):
                Operating activities                              399           879            929         1,305         3,369
                Investing activities                              (15)       (2,349)          (651)       (4,791)      (36,357)
                Financing activities                             (273)        1,561           (238)        3,707       110,641
                    (NOTES ON FOLLOWING PAGE)




                                                                      -13-

<PAGE>
                                                                                 Year Ended December 31,
                                                            -------------------------------------------------------------------
                                                                1992          1993          1994          1995          1996
                                                                ----          ----          ----          ----          ----

              OPERATING DATA:
              Number of facilities open at end of
               period:
                Company-owned                                       3             5              5             6            14
                Franchised                                          3             3              4             6            10
                                                              -------       -------        -------      --------      --------
                    System-wide                                     6             8              9            12            24
                                                              =======       =======        =======      ========      ========
              Company-owned facilities:
                Occupancy                                       92.9%         95.5%          97.7%         95.8%         89.0%
                Average weekly rate                        $   116.59   $    121.96    $    128.69   $    136.19   $    155.84
                Weekly REVPAR <F4>                         $   108.27   $    116.47    $    125.74   $    130.93   $    138.92

              Franchised facilities:
                Occupancy                                       85.9%         96.8%          98.9%         93.2%         86.4%
                Average weekly rate                        $   119.15   $    123.21    $    131.03   $    146.34   $    167.06
                Weekly REVPAR <F4>                         $   101.57   $    119.23    $    129.59   $    135.44   $    145.11

              Balance Sheet Data:
                Cash and cash equivalents                   $     337   $       428    $       467   $       687   $    78,340
                Total assets                                    5,872         9,097          9,640        15,004       131,000
                Long-term debt                                  6,258         9,357         10,072        13,818        15,000
                Shareholders' equity (deficit)                  (623)         (512)          (692)           100       112,194

<FN>
<F1> Historical financial data does not include a provision for
     income taxes for affiliated entities because such entities
     were limited liability companies or partnerships not subject
     to income taxes.  Income taxes or income tax benefits have
     been provided for Suburban Lodges of America, Inc. and its
     subsidiaries where appropriate under SFAS 109, "Accounting
     for Income Taxes."  See Note 9 to the Consolidated Financial
     Statements.

<F2> Earnings per share information has been calculated by
     dividing net income, adjusted to provide for income taxes,
     by the weighted average number of common shares outstanding
     during the period assuming that the shares issued in the
     Corporate Organization and the related stock split were
     issued on January 1, 1996.  Outstanding shares of Suburban
     Lodges of America, Inc. differ substantially on a historical
     basis prior to the IPO from the shares of Common Stock
     outstanding after the IPO.  Accordingly, the Company
     believes that the presentation of historical per share
     information for periods is not meaningful.

<F3> EBITDA represents income (loss) before interest expense,
     income taxes (if applicable) and depreciation and
     amortization.  EBITDA is a commonly used financial analysis
     tool for measuring and comparing lodging companies and other
     companies with significant amortization and depreciation
     expense and for analyzing operating performance, leverage
     and liquidity of such companies.  Such data are not a
     measure of financial performance under generally accepted
     accounting principles and should not be considered as an
     alternative to net income as an indicator of the Company's
     operating performance or as an alternative to cash flow as a
     measure of liquidity.
                               -14-<PAGE>
<F4> Weekly REVPAR is determined by dividing room revenue by the
     number of guest room days available for the period and
     multiplying by seven.
</FN>
</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1996 TO THE YEAR ENDED
DECEMBER 31, 1995

   Total revenue for the year ended December 31, 1996 was
approximately $9,266,000 which was an increase of $4,079,000 or
78.6%, over the year ended December 31, 1995.  Room revenue for
the year increased by approximately $3,322,000 of which
approximately $3,124,000 was attributable to the opening and full
year to date results of the Matthews hotel which opened in August
1995, and the partial year to date room revenue for hotels which
opened in 1996, as well as the acquisition of the Forest Park
hotel in May 1996.  In addition, approximately $198,000 of the
increase in revenue was attributable to hotels open throughout
both periods, reflecting a 4.9% increase for the year.  The
increase in total room revenue resulted from a 14.4% increase in
the average weekly rate from $136.19 to $155.84, which reflects
additional revenue at two hotels as a result of the Olympics and
an increase in the availability of deluxe rooms at the hotels
which opened in 1996.  Overall occupancy declined by 8% to 89%
because of the ramp-up period associated with the seven new
facilities opened in 1996.

   Franchise and other revenue from corporate operations for the
year ended December 31, 1996 which includes management, franchise
and development revenue, was approximately $917,000, an increase
of $456,000 or approximately 99% over the year ended December 31,
1995.  Franchise revenue for the year increased $224,000 or
approximately 107%, from $210,000 in 1995 to $434,000 in 1996. 
The additional franchise revenue reflects initial franchise fees
on nine new Suburban Lodge hotels opened in 1996 (including four
hotels acquired in the Corporate Organization) and increased
royalties on open hotels.  Development and construction revenue
increased approximately $232,000 due to the accelerated
development of additional hotels during 1996, including fees
related to four properties to be developed on behalf of third
party investors.

   Hotel operating expenses increased $1,837,000 or approximately
88.7% to $3,910,000 for the year ended December 31, 1996 from
$2,072,000 for the year ended December 31, 1995.  The majority of
this increase, or approximately $1,560,000, reflects the opening
and full year to date expenses for the Matthews hotel and the
partial year expenses for the hotels which opened in 1996, and
the expenses for Forest Park which was acquired on May 29, 1996.
The balance of the increase in hotel operating expenses of
$277,000 is related to increases in expenses at hotels open
during the entire period for both years.  Depreciation and
amortization increased $328,000 or approximately 71.4%
principally as a result of the hotels opened in 1996 and the
acquisition of the Forest Park hotel.  In addition, the Company
incurred loan amortization costs associated with the Line of
Credit. Facility operating margins decreased from 56.2% to 53.2%
from December 31, 1995 to December 31, 1996, due primarily to
fixed operating costs associated with new hotels opened in 1996.

   Corporate operating expenses increased $645,000 or
approximately 73% to $1,527,000 due to additional staffing in the
financial, management and development segments of the business,
legal and professional fees associated with being a public
company, and executive compensation and benefit plans. Interest


                               -15-<PAGE>
expense for the year ended December 31, 1996 decreased to
$556,000 from $1,098,000 for the year ended December 31, 1995. 
The decrease is primarily attributable to the use of a portion of
the net proceeds from the initial public offering ("IPO") to
retire all the then existing debt. 

   Interest income for the year was approximately $956,000 which
was primarily earned on available proceeds from both the IPO and
the follow-on offering which was completed on November 25, 1996.

   Income tax expense increased by $1,067,000 as compared to
1995, because the Company became a taxable entity in 1996.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1995 TO THE YEAR ENDED
DECEMBER 31, 1994

   Total revenue for the year ended December 31, 1995 was
approximately $5,187,000, which was an increase of $843,000, or
19.4%, over the year ended December 31, 1994.  Room revenue for
the period increased by approximately $528,000, of which
approximately $354,000 was attributable to the opening of the
Matthews hotel in August 1995 and $174,000 was attributable to
hotels open throughout both periods.  The increase in room
revenue for hotels open throughout both periods resulted from a
4.1% increase in Weekly REVPAR from $125.74 to $130.93.  The
increase resulted from a 6.3% increase in average weekly rates
from $128.69 to $136.19 which was partially offset by a slight
decrease in occupancy.

   Franchise and other revenue from corporate operations for the
year ended December 31, 1995, which includes management,
construction and development revenue, was approximately $460,000,
an increase of $309,000, or approximately 205%, over the year
ended December 31, 1994.  Franchise revenue for the period
increased $96,000, or approximately 98% from $98,000 in 1994 to
$194,000 in 1995.  The additional franchise revenue reflects two
initial franchise fees for hotels which opened in 1995, and
increased royalties on open hotels as a result of increases in
revenue at these hotels.  The franchise component of the
Company's business produces a high return as a result of its
relatively small incremental overhead.  Development and
construction revenue from the development of five additional
sites acquired or placed under construction during the year for
third party franchisees were approximately $44,000 and $116,000,
respectively, in 1995, representing an aggregate increase of
approximately $154,000 from 1994. Management fees in 1995, for
third party management activities, increased to approximately
$107,000 from $47,000 in 1994.

   Hotel operating expenses increased $304,000, or approximately
17.2%, to $2,072,000 for the year ended December 31, 1995 from
$1,768,000 for the year ended December 31, 1994.  More than half
the increase, or $166,000, resulted from preparation for the
opening and operation of the Matthews hotel. The balance of
the increase in hotel operating expenses of $138,000 is
related to increases in expenses at hotels open during the
entire year. Management's focus on recruiting property
managers, expanding compensation and benefit programs,
implementing proactive quality assurance programs to ensure all
rooms are maintained at quality standards and general increases
in utilities and guest supplies were the primary causes for the
$138,000 increase in costs.  Depreciation and amortization
increased $44,000, or approximately 10.6%, principally as a
result of the opening of the Matthews hotel.

   Corporate operating expenses and related party consulting fees
increased $163,000, or approximately 22.1%, to $900,000. This
increase was due to the addition of senior management, including
hiring a Chief Financial Officer and Treasurer, a Vice President
of Development and a land acquisition specialist, to help prepare
for accelerated development and expansion, as well as upgrades in
computer systems, corporate advertising and marketing programs
and executive compensation and benefit plans.


                               -16-<PAGE>
   Interest expense during 1995 increased $162,000 or
approximately 17.3%, to $1,098,000, primarily from an increase in
indebtedness associated with the opening of the Matthews hotel. 
As of December 31, 1995, the Company had outstanding indebtedness
on six hotels of $10,668,000.  The Company's policy is to
capitalize interest expense incurred in connection with the
construction and development of Suburban Lodge hotels prior to
their opening dates.

LIQUIDITY AND CAPITAL RESOURCES

   The Company applied a portion of the net proceeds from the May
23, 1996 IPO to the repayment of approximately $21 million in
debt, plus accrued interest, and paid approximately $7.6 million
in connection with the acquisition of certain hotels as part of
the Corporate Organization, leaving approximately $30 million
dollars available for development of additional Suburban Lodge
hotels and general corporate purposes.  Since the IPO, the
Company has used a portion of the net proceeds from the IPO and
cash flow from operations to fund development and construction of
additional hotels and for working capital.

   On November 25, 1996 the Company completed a follow-on
offering which resulted in net proceeds of approximately $53
million.  These funds are targeted for future acquisitions, and
construction and development of additional hotels. 

   As of December 31, 1996, the Company had $78.3 million cash
and cash equivalents and had borrowed $15 million under the Line
of Credit.  On February 28, 1997, the Company acquired four
Suburban Lodge hotels from a franchisee and utilized
approximately $12.5 million to pay off the existing debt related
to these properties.

   The Company anticipates that the total cost to open all 20
Company-owned hotels expected to open by the end of 1997 will be
approximately $72 million. The Company intends to fund the
development and construction of these hotels with existing cash
balances, cash flow from operations and borrowings under the Line
of Credit. While the Company anticipates that there may be some
markets where, due to a number of factors (such as union
subcontractors), its development costs will be higher, overall
the Company anticipates that in the immediate future a typical
136-guest room Suburban Lodge hotel will cost approximately $3.6
million (approximately $25,000-27,000 per guest room) to develop
and construct, including pre-opening costs.

   The Company has obtained a $25 million Line of Credit with PNC
Bank, Kentucky, Inc. ("PNC"), a commitment from PNC to increase
the Line of Credit to $50 million and a further commitment, which
is subject to obtaining other participating lenders, to increase
the commitment to $100 million.  The Line of Credit matures
September 25, 1998 and bears interest, at the borrower's option,
at (1) the higher of PNC's prime rate plus three-quarters of one
percent or the federal funds rate plus one and one quarter
percent or (ii) the Euro-Rate plus two and one quarter percent. 
The Line of Credit is secured by substantially all assets of the
Company.  The Line of Credit restricts, among other things, the
incurrence of indebtedness, the sale of assets, the incurrence of
liens, the concentration of facility locations, and the payment
of cash dividends. In addition, the Company is required to
satisfy, among other things, certain financial performance
criteria, including minimum net worth levels and minimum levels
of earnings before interest, taxes, depreciation, and
amortization.  As of December 31, 1996, the Company had $35
million available under the Line of Credit.

   In the future, the Company may seek to increase the amount of
its credit facilities, negotiate additional credit facilities or
issue corporate debt or equity securities.  Any debt incurred or
issued by the Company may be secured or unsecured, fixed or
variable rate interest and may be subject to such terms as the
Board of Directors of the Company deems prudent.  


                               -17-
<PAGE>
   The Company believes that existing cash balances, cash
generated from operations and borrowings under the Line of Credit
will be sufficient to meet the Company's working capital and
capital expenditure needs through the end of 1997.  However,
additional capital may be necessary for the Company to execute
its long-term development plans.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

   The Independent Auditors' Report, the Consolidated Financial
Statements and Notes to the Consolidated Financial Statements
that appear on pages F-1 through F-18 herein are incorporated
by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE.

   None.


                             PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

   The information contained under the heading "Information about
the Nominee and Continuing Directors" in the definitive Proxy
Statement used in connection with the solicitation of proxies for
the Company's 1997 Annual Meeting of Shareholders, previously
filed with the Commission, is incorporated herein by reference. 
Pursuant to instruction 3 to paragraph (b) of Item 401 of
Regulation S-K, information relating to the executive officers of
the Company is included in Item 1 of this Report.


ITEM 11.  EXECUTIVE COMPENSATION.

   The information contained under the heading "Executive
Compensation" in the definitive Proxy Statement used in
connection with the solicitation of proxies for the Company's
1997 Annual Meeting of Shareholders, previously filed with the
Commission, is incorporated herein by reference.  In no event
shall the information contained in the Proxy Statement under the
heading "Shareholder Return Performance Graph" be deemed
incorporated herein by such reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

   The information contained under the heading "Beneficial
Ownership of Securities and Voting Rights-Voting Securities and
Principal Holders" in the definitive Proxy Statement used in
connection with the solicitation of proxies for the Company's
1997 Annual Meeting of Shareholders, previously filed with the
Commission, is incorporated herein by reference.  For purposes of
determining the aggregate market value of the Company's voting
stock held by nonaffiliates, shares held by all directors and
executive officers of the Company have been excluded.  The
exclusion of such shares is not intended to, and shall not,
constitute a determination as to which persons or entities may be
"affiliates" of the Company as defined by the Commission.
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   The information contained under the heading "Certain
Transactions" in the definitive Proxy Statement to be used in
connection with the solicitation of proxies for the Company's
1997 Annual Meeting of Shareholders, previously filed with the
Commission, is incorporated herein by reference.

                                -18-<PAGE>
                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORT ON FORM 
          8-K.

(a)  The following financial statements and notes thereto are incorporated
     by reference in Item 8 of this report:

       1.   Financial Statements


            Description
            -----------

            Independent Auditors' Report
            Consolidated Balance Sheets as of December 31, 1996 and 1995
            Consolidated Statements of Operations for the years ended
               December 31, 1996, 1995 and 1994
            Consolidated Statements of Common Stock, Capital (Deficit),
               and Partners' Capital (Deficit) for the years ended
               December 31, 1996, 1995 and 1994
            Consolidated Statements of Cash Flows for the years ended
               December 31, 1996, 1995 and 1994
            Notes to Consolidated Financial Statements as of December 31,
               1996 and 1995 and for the years ended December 31, 1996, 1995,
               and 1994

    2.   Financial Statement Schedules

    All schedules have been omitted since the information required is
either included in the financial statements or notes is not required.

    3.   Exhibits

    The exhibits set forth on the following page are required to be filed
with this Report pursuant to Item 601 of Regulation S-K:




                                -19-
<PAGE>
<TABLE>
<CAPTION

                                                            Incorporated by
                                                               Reference to                                               Exhibit
                                                           Registration or File       Form of         Date of Report     Number in
       Exhibit     Description                                   Number                Report                             Report
         No.
       ---------------------------------------------------------------------------------------------------------------------------
        <C>        <S>                                           <C>                     <C>        <S>                   <C>
        3.1        Amended and Restated Articles of the          333-2876                S-1            March 28,           3.1
                   Company                                                                                1996**

        3.2        Amended and Restated By-laws of the
                   Company, Amended as of March 17, 1997             *

        4.1        Form of Common Stock Certificate of           333-2876           Amendment No. 1
                   the Company                                                         to S-1         May 7, 1996           4.1

       10.1        Form of Acquisition Agreement and             333-2876                S-1          March 28, 1996        10.1
                   Plan of Merger (with accompanying
                   schedule)

       10.2        Purchase and Sale Agreement by and            333-2876                S-1          March 28, 1996        10.2
                   between Suburban Holdings, L.P. and 
                   Gulf Coast Associates, Ltd.

       10.3        Purchase and Sale Agreement by and            333-2876                S-1          March 28, 1996        10.3
                   between Suburban Holdings, L.P. and 
                   Omnicorp Resources, Inc.

       10.4        Form of Agreement and Consent of              333-2876                S-1          March 28, 1996        10.4
                   Partners of each of the Affiliated
                   Entities and Third Party Sellers

       10.5        Suburban Lodges of America, Inc.              333-2876           Amendment No. 1   May 7, 1996           10.5
                   Stock Option and Incentive Award                                   to S-1
                   Plan

       10.6        Suburban Lodges of America, Inc.              333-2876          Amendment No. 1    May 7, 1996           10.6
                   Non-Employee Directors' Stock Option                               to S-1
                   and Fee Plan

       10.7       Form of Indemnification Agreement             333-2876                S-1          March 28, 1996        10.7
                  between Suburban Lodges of America, 
                  Inc. and its directors and officers

                                                     -20-<PAGE>
                                                            Incorporated by
                                                               Reference to                                               Exhibit
                                                           Registration or File       Form of         Date of Report     Number in
       Exhibit     Description                                   Number                Report                             Report
         No.
       ---------------------------------------------------------------------------------------------------------------------------

       10.8       Registration Rights Agreement among           333-2876                S-1          March 28, 1996        10.8
                  Suburban Lodges of America, Inc. and
                  Certain Shareholders

       10.9       Form of Franchise Agreement                   333-2876                S-1          March 28, 1996        10.9

       10.10      Form of Development and                       333-2876                S-1          March 28, 1996       10.10
                  Design/Building Agreement

       10.11      Form of Management Agreement                  333-2876                S-1          March 28, 1996       10.11

       10.12      Management Agreement between                  333-2876                S-1          March 28, 1996       10.12
                  Suburban Management, Inc. and Gulf
                  Coast Associates, Ltd.
 
       10.13      Consulting Agreement with Legacy              333-2876                S-1          March 28, 1996       10.13
                  Securities Corp.

       10.14      Acknowledgment and Agreement between          333-2876                S-1          March 28, 1996       10.14
                  Suburban Lodges of America, Inc. and
                  Young Consulting, Inc. re. Company's
                  proprietary computer software

       10.15      Suburban Lodge 401(k) Savings Plan            333-2876                S-1          May 20, 1996         10.15

       10.16      Rights Agreement                              333-2876          Amendment No. 1     May 7, 1996         10.16
                                                                                    to S-1
       10.17      Commitment Letter for the Line of             333-2876          Amendment No. 1     May 7, 1996         10.17
                  Credit                                                            to S-1

       10.18      Preliminary Agreement for a License               *
                  to Develop a Suburban Lodge Unit
                  between Suburban- Franchise Systems,
                  Inc. and E.E.B. Lodging Systems LLC

       10.19      Preliminary Agreement for a License               *
                  to Develop a Suburban Lodge Unit
                  between Suburban-Franchise Systems, 
                  Inc. and E.E.B. Lodging Systems
                  LLCII

       10.20      Development and Design/Build                      *
                  Agreement for Suburban Lodge of
                  Arlington South

       10.21      Development and Design/Build                      *
                  Agreement for Suburban Lodge of
                  Lewisville, Texas

        21.1      Subsidiaries of the Registrant                333-2876                S-1          March 28, 1996        21.1
        23.1      Consent of Deloitte & Touche, L.L.P.              *
        27.       Financial Data Schedule                           *

                  -------------------------------------
                  *Filed herewith.

                  **Originally filed on the date set forth above and refiled
                    pursuant to Regulation S-T on May 7, 1996

</TABLE>

(b)  No reports on Form 8-K have been filed during the last quarter covered
     by this report.




                                         -21-

<PAGE>
                       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Independent Auditors' Report                                 F-2

Consolidated Balance Sheets at December 31, 1996
and 1995                                                     F-3

Consolidated Statements of Operations 
Year ended December 31, 1994, Year Ended
December 31, 1995 and Year Ended December 31, 1996           F-5

Consolidated Statements of Common Stock,
Capital (Deficit) and Partners' Capital
(Deficit) at December 31, 1993, December 31, 1994,
December 31, 1995 and December 31, 1996                      F-6

Consolidated Statements of Cash Flows-Year Ended
December 31, 1994, Year Ended December 31, 1995
Year Ended December 31, 1996                                 F-7

Notes to Consolidated Financial Statements                   F-8


                               F-1<PAGE>
INDEPENDENT AUDITORS' REPORT


Board of Directors
Suburban Lodges of America, Inc.:

        We have audited the accompanying consolidated balance sheets of the 
Suburban Lodges of America, Inc. ("Suburban Lodges") as of December 31, 1996
and 1995 and the related consolidated statements of operations, consolidated
statements of common stock, capital (deficit), and partners' capital (deficit),
and consolidated statements of cash flows for each of the three years in the
period ended December 31, 1996. These consolidated financial statements are
the responsibility of Suburban Lodges' management. Our responsibility is to
express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with generally accepted 
auditing standards. Those standards require that we plan and perform the 
audit to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements. An audit also includes assessing the accounting principles used 
and the significant estimates made by management, as well as evaluating the 
overall financial statement presentation. We believe that our audits provide 
a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to 
above present fairly, in all material respects, the consolidated financial 
position of Suburban Lodges as of December 31, 1996 and 1995 and the 
consolidated results of its operations and its cash flows for each of the 
three years in the period ended December 31, 1996, in conformity with 
generally accepted accounting principles. 


DELOITTE & TOUCHE LLP
Atlanta, Georgia

February 21, 1997
(February 28, 1997 as to Note 13)


                              F-2<PAGE>
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION

December 31                                                                    1996              1995
-----------                                                                    ----              ----
<S>                                                                      <C>                   <C>
ASSETS
CURRENT ASSETS:
    Cash and cash equivalents                                            $  78,340,278         $ 687,432
    Accounts receivable, trade - net of allowance for doubtful
    accounts $12,500 (1996), $0 (1995)                                          95,158            62,495
    Prepaid expenses and other assets                                        1,075,057           117,621
    Advances to affiliates                                                      50,000             5,000
    Current deferred tax asset                                                  55,026            33,611
                                                                          ------------         ---------
    Total current assets                                                    79,615,519           906,159

NONCURRENT DEFERRED TAX ASSET                                                  375,118               --

DEFERRED EXPENSES - Net                                                        265,651           461,526

INVESTMENT IN FACILITIES - At cost:
    Land                                                                     4,351,868         2,386,633
    Buildings and improvements                                              31,069,119         9,359,201
    Equipment                                                                1,414,595           888,162
    Furniture and fixtures                                                   2,405,849         1,004,875
    Construction-in-progress                                                14,224,492         1,988,674
                                                                          ------------        ----------
                                                                            53,465,923        15,627,545
    Less accumulated depreciation                                           (2,721,819)       (1,990,982)
                                                                          ------------        ----------
    Net investment in facilities                                            50,744,104        13,636,563
                                                                          ------------        ----------
                                                                          $131,000,392      $ 15,004,248
                                                                          ============      ============
</TABLE>
See notes to consolidated financial statements.

                                F-3<PAGE>
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION

December 31                                                                      1996            1995
-----------                                                                      ----            ----
<S>                                                                          <C>           <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
    Current portion of long-term debt and capital leases                     $      --      $  640,413
    Current portion of notes payable to affiliates                                  --       1,052,511
    Accounts payable, trade                                                     758,209         82,369
    Construction accounts payable                                             2,025,518        544,602
    Accrued interest                                                             94,042        137,228
    Accrued expenses and other liabilities                                      403,219        179,178
    Unearned franchise fees                                                     297,820        143,500
    Income tax payable                                                          228,083             --
                                                                            -----------    -----------

    Total current liabilities                                                 3,806,891      2,779,801

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS                                 15,000,000     11,552,359

LONG-TERM NOTES PAYABLE TO AFFILIATES                                                --        572,398
                                                                            -----------    -----------
    Total liabilities                                                        18,806,891     14,904,558

SHAREHOLDERS' EQUITY:
    Common stock -- $.01 par value, 100,000,000 shares authorized,
    11,525,812 and 3,729,158 shares issued and outstanding at
    December 31, 1996 and 1995, respectively                                    115,258             15
    Additional paid-in capital                                              110,063,881            999
    Retained earnings (deficit)                                               2,014,362     (1,561,685)
    Partners' and members' capital                                                   --      1,660,361
                                                                            -----------    -----------
    Total shareholders' equity                                              112,193,501         99,690
                                                                            -----------    -----------
                                                                          $ 131,000,392   $ 15,004,248
</TABLE>
See notes to consolidated financial statements.

                              F-4<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

Year Ended December 31                                                   1996                 1995              1994
----------------------                                                   ----                 ----              ----
<S>                                                                  <C>                <C>                <C>
REVENUE:
    Room revenue                                                     $  7,753,659       $  4,431,164       $  3,903,533
    Other facility revenue                                                595,528            295,758            290,150
    Franchise and other revenue                                           916,841            460,425            151,001
                                                                        ---------          ---------          ---------
    Total revenue                                                       9,266,028          5,187,347          4,344,684

COSTS AND EXPENSES:
    Facility operating expenses                                         3,909,808          2,072,389          1,768,162
    Corporate operating expenses                                        1,527,243            882,615            736,886
    Related party consulting fees                                          10,000             17,000                 --
    Depreciation and amortization                                         787,818            459,665            415,604
                                                                        ---------          ---------          ---------
    Total costs and expenses                                            6,234,869          3,431,669          2,920,652

OPERATING INCOME                                                        3,031,159          1,755,678          1,424,032

INTEREST INCOME                                                           956,496                 --                 --

    INTEREST EXPENSE                                                     (555,625)        (1,098,117)          (936,465)
                                                                        ---------          ---------          ---------
INCOME BEFORE INCOME TAX (EXPENSE) BENEFIT
AND EXTRAORDINARY INCOME                                                3,432,030            657,561            487,567

INCOME TAX (EXPENSE) BENEFIT                                           (1,047,338)            19,611             14,000

EXTRAORDINARY INCOME                                                           --                --             130,180
                                                                        ---------          ---------          ---------
NET INCOME                                                           $  2,384,692        $   677,172          $ 631,747

PER SHARE AND SHARE INFORMATION:
    Pro forma earnings per common share                              $       0.31
                                                                             ====

    Weighted average shares outstanding                                 6,923,956
                                                                        =========
</TABLE>
See notes to consolidated financial statements.

                               F-5
           <PAGE>
CONSOLIDATED STATEMENTS OF COMMON STOCK, CAPITAL (DEFICIT), AND 
PARTNERS' CAPITAL (DEFICIT)
<TABLE>
<CAPTION>
                                                                  Additional                           Partners'
                                      Common        Common          Paid-in           Capital           Capital           Total
                                      Shares         Stock          Capital          (Deficit)         (Deficit)         Capital
                                    ----------------------------------------------------------------------------------------------
<S>                                 <C>           <C>            <C>             <C>               <C>               <C>
BALANCE - December 31, 1993         3,432,013     $       14     $       999     $   (414,247)     $    (98,578)     $   (511,812)
    Net income (loss)                      --             --             --          (659,704)        1,291,451           631,747
    Stock issuance                    298,440              1             --                --                --                 1
    Distribution to partners               --             --             --                --          (811,456)         (811,456)
                                    ----------------------------------------------------------------------------------------------

BALANCE - December 31, 1994         3,730,453             15             999       (1,073,951)          381,417          (691,520)
    Net income                             --             --              --         (487,734)        1,164,906           677,172
    Contributions from partners            --             --              --               --           863,000           863,000
    Distribution to partners               --             --              --               --          (748,962)         (748,962)
                                    ----------------------------------------------------------------------------------------------

BALANCE - December 31, 1995         3,730,453             15             999       (1,561,685)        1,660,361            99,690
    Net income                             --             --              --        2,384,692                --         2,384,692
    Distributions to partners              --             --              --               --          (700,306)         (700,306)
    Corporate organization                 --             --        (774,339)       1,191,355          (960,055)         (543,039)
    Stock issuance on 
    May 29, 1996,
    net of offering costs           4,817,376          85,463     58,206,034               --                --        58,291,514
    Stock issuance on 
    November 20, 1996,
    net of offering costs           2,977,983          29,780     52,631,187                --               --        52,660,950
                                   ----------------------------------------------------------------------------------------------
BALANCE - December 31, 1996        11,525,812      $  115,258  $ 110,063,881      $  2,014,362        $      --       112,193,501
                                   ----------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.

                              F-6<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION:
Year Ended December 31                                              1996             1995             1994
                                                              ----------------------------------------------
<S>                                                           <C>               <C>             <C>
OPERATING ACTIVITIES:
    Net income                                                $   2,384,692     $    677,172    $    631,747
    Adjustments to reconcile net income
    to net cash provided  by operating activities:
    Depreciation and amortization                                   787,819          459,665         415,604
    Extraordinary gain on extinguishment of debt                         --               --        (130,180)
    Loss on disposal of fixed assets                                     --               --          18,279
    Changes in assets and liabilities:
    Trade receivables, net                                          (32,663)         (24,121)             --
    Prepaid expenses and other assets                              (957,436)         (66,303)            (318)
    Advances to affiliates                                          (45,000)          (5,000)             --
    Current deferred tax asset                                      (21,415)         (19,611)         (14,000)
    Noncurrent deferred tax asset                                  (375,118)              --              --
    Deferred expenses, net                                          388,893               --              --
    Accounts payable, trade                                         675,840           16,070          (4,416)
    Accrued expenses                                                224,041          177,607          15,983
    Accrued interest                                                (43,186)          89,653          (4,084)
    Unearned franchise fees                                         154,320               --              --
    Income taxes payable                                            228,083               --              --
                                                              ----------------------------------------------

    Net cash provided by operating activities                     3,368,870        1,305,132         928,615

INVESTING ACTIVITIES:

    Purchase of land                                               (1,965,235)      (675,000)       (500,000)
    Construction in progress                                      (12,235,818)            --             --
    Construction accounts payable                                   1,480,916        544,602             --
    Expenditures for building and improvements                    (21,709,918)    (4,292,464)        (65,951)
    Purchase of furniture, fixtures, and equipment                 (1,927,407)      (368,543)        (85,019)
                                                              ----------------------------------------------
    Net cash used in investing activities                         (36,357,462)    (4,791,405)       (650,970)

FINANCING ACTIVITIES:
    Additions to loan closing costs                                 (250,000)       (141,545)       (141,429)
    Proceeds from issuance of long-term debt                      17,814,967       3,976,803       5,941,357
    Principal payments on long-term debt                         (14,981,894)       (275,538)     (5,850,924)
    Advances from affiliates                                              --         123,763         678,785

    Payments on advances from affiliates                          (1,624,909)        (67,875)        (34,700)
    Contributions from partners                                           -          863,000              --
    Proceeds from stock issuance                                 120,765,000             --                1
    Offering costs                                                (9,812,536)            --               --
    Redemption of minority interest and other distributions
    associated with the corporate organization                      (543,039)            --               --
    Distributions to partners                                       (700,306)       (748,962)       (811,456)
    Payments on capital lease obligations                            (25,845)        (23,144)        (19,940)
                                                              ----------------------------------------------
    Net cash provided by (used in) financing activities          110,641,438       3,706,502        (238,306) 

NET CHANGE IN CASH AND CASH EQUIVALENTS                           77,652,846         220,229          39,339 


CASH AND CASH EQUIVALENTS:
    Beginning of year                                                687,432         467,203         427,864  
                                                              ----------------------------------------------
    End of year                                               $   78,340,278    $    687,432     $   467,203
                                                              ----------------------------------------------
</TABLE>
See notes to consolidated financial statements.

                               F-7<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

AS OF DECEMBER 31, 1996 AND 1995 AND FOR THE YEARS ENDED DECEMBER 31, 
1996, 1995, AND 1994



1. CORPORATE ORGANIZATION, BASIS OF PRESENTATION, AND INITIAL PUBLIC OFFERING 
   TRANSACTIONS

BASIS OF PRESENTATION

On May 29, 1996, the Company completed an initial public offering ("IPO") of 
3,795,000 shares of common stock for aggregate net proceeds of $58.2 million. 
Simultaneously with the offering Suburban Lodges of America, Inc. and its 
subsidiaries acquired seven existing hotels and four hotels under 
construction from related parties for $2,500,000 in cash and 875,062 shares 
of common stock (the "Corporate Organization"). The acquisition of the seven 
existing hotels and two of the construction hotels for common stock has been 
accounted for in a manner similar to a pooling of interests on the basis of 
common ownership and control. An additional two hotels under construction 
that were acquired for cash were recorded as a purchase on the basis of the 
cash price paid for the hotels. Additionally, other cash payments in the 
amount of $485,000 were made for the redemption of a minority partnership 
interest and other distributions associated with the Corporate Organization.

        The Company also acquired an operating hotel, Forest Park, from a 
third party for $3,800,000 in cash and, in addition, acquired two hotels 
under construction and two hotels in the development phase for $6,153,000. 
Such purchase price was paid by delivery of $900,000 in cash, 144,314 shares 
of common stock, and the assumption of approximately $2.8 million of debt 
secured by such hotels. All hotels acquired from third-party sellers were 
recorded at the acquisition cost of the hotel.

        The hotels acquired from third parties, with the exception of the 
Forest Park hotel, were either under construction or in the development stage 
and had no operating results as of December 31, 1995 and through May 29, 
1996. The following unaudited pro forma information gives effect to the 
acquisition of the Forest Park hotel assuming the acquisition had occurred on 
January 1, 1995.
-----------------------------------------------------------
Year Ended December 31                  1996           1995
-----------------------------------------------------------
Total revenue                      $9,659,000    $5,978,000
Net income                          2,071,000       386,000

        On May 29, 1996, as part of the Corporate Organization, the Company 
effected a stock split of approximately 2,518-for-1 to increase the number
of outstanding shares to 3,730,453. All share information has been restated
to give effect to the stock split. Authorized shares are 100,000,000.

        All outstanding long-term debt, capital lease obligations, and notes 
payable to related parties as of May 29, 1996 were repaid from the proceeds 
of the offering.

        The financial statements as of December 31, 1995 and prior include 
the effects of the above transactions except for the IPO and the acquisition 
of hotels from third parties accounted for as purchases.

        The financial statements as of December 31, 1996 
and for the year then ended reflect the effects of all of the above 
transactions. 

                               F-8<PAGE>
        On November 20, 1996, the Company completed a follow-on offering and 
issued 2,977,983 common shares for aggregate net proceeds of $53.0 million. 


NATURE OF OPERATIONS

Suburban Lodges develops, constructs, owns, and operates extended stay 
lodging hotels. Additionally, Suburban Lodges franchises the right to own and 
operate Suburban Lodge hotels to third parties. Third-party development, 
construction, and management services are available to such third-party 
franchisees on a fee basis.

        The hotels are primarily located in the Southeast with seven company 
owned properties and seven franchise properties located in the Atlanta, 
Georgia metropolitan area. Therefore, adverse events or conditions which 
affect those areas particularly (such as natural disasters or adverse changes 
in local economic conditions) could have a more pronounced negative impact on 
the operations of Suburban Lodges.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

REVENUE RECOGNITION

Room and other hotel revenue is recognized as earned. Reserves are 
established for estimated unrecoverable amounts. The Company expensed $12,500 
during the year ended December 31, 1996 as a provision for uncollectible 
accounts.

FRANCHISE REVENUE

Franchisees are required to pay an initial franchise fee of the greater of 
$25,000 or $190 per guest room. Initial franchise fees are recognized as 
revenue when the franchisee has commenced operations. Additionally, 
franchisees are required to pay an ongoing royalty of 3% of gross revenues 
and may be required to pay either advertising/marketing fees or 
reservation/referral fees. Such ongoing fees are recognized as revenue when 
earned. As of December 31, 1996, there were ten franchises in operation and
seven franchises under construction.

                               F-9<PAGE>
Notes to Consolidated Financial Statements (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
   (CONTINUED)

INCOME TAXES

Income taxes have been provided for under the provision of Statement of 
Financial Accounting Standards ("SFAS") 109, "Accounting for Income Taxes." 
No provision has been made for federal and state income taxes on income from 
properties acquired from limited partnerships or limited liability companies 
because each partner's proportionate share of the partnership's or limited 
liability company's income or loss is passed through to be included on the 
individual tax returns of the partners or members (as the case may be).

INVESTMENTS IN HOTELS

The hotels are stated at cost. Costs directly associated with the 
construction of the hotels are capitalized until the related project is 
substantially complete and ready for its intended use. Additions to hotels 
for the years ended December 31, 1996 and 1995 included $193,766 and $76,437, 
respectively, of interest on funds borrowed to finance construction. 
Depreciation through September 30, 1996 is computed using the straight-line 
method for buildings and the double-declining-balance method for equipment 
and fixtures. All property additions after September 30, 1996 are depreciated 
using the straight-line method. The estimated useful lives are 
as follows:

----------------------------------------------
Buildings                             40 years
Equipment                              7 years
Furniture and fixtures                 7 years
----------------------------------------------

        Maintenance and repairs are charged to operations as incurred; major 
renewals and betterments are capitalized. Upon  the sale or disposition of a 
fixed asset, the asset and related accumulated depreciation are removed from 
the accounts, and the gain or loss is included in operations.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include highly liquid investments with maturities 
of three months or less.

DEFERRED EXPENSES

Deferred expenses primarily consist of deferred loan costs and costs relating 
to initial operations. Amortization is computed using the straight-line 
method over the estimated lives of the assets as follows:

-------------------------------------------------
Loan costs                           4 - 25 years
Organization costs                   4 - 5 years
-------------------------------------------------

        Accumulated amortization is $46,308, $81,356, and $53,782 at
        December 31, 1996, 1995, and 1994, respectively.

        Pre-opening costs are expensed as incurred.

                               F-10<PAGE>
SUPPLEMENTAL CASH FLOW INFORMATION

Included in the consolidated statements of cash flows are cash payments for 
interest, net of amount capitalized, of $598,811, $1,008,464, and $940,549 
for the years ended December 31, 1996, 1995, and 1994, respectively. There 
were no cash payments for income taxes for the years ended December 31, 1995 
and 1994. Cash paid for taxes during the year ended December 31, 1996 was 
$844,300.

        During 1995, Suburban Lodges entered into a capital lease and 
capitalized the related asset and recorded the capital lease obligation of 
$11,435.

RECENT PRONOUNCEMENTS

In March 1995, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for the 
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of," 
which is effective for the Company's 1996 financial statements. SFAS 121 
requires that long-lived assets and certain identifiable intangible assets 
held and used by a company be reviewed for impairment whenever events or 
changes in circumstances indicate that the carrying amounts of the assets 
might not be recoverable. The Company has determined that, as of December 31, 
1996, no assets covered by SFAS 121 have 
been impaired.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.


3. EARNINGS PER SHARE

Prior to May 28, 1996, the assets of the Company were owned and operated by 
Suburban Lodges of America, Inc. and its affiliates. The outstanding shares 
or other equity interests of the affiliates differ substantially from the 
shares of common stock of the Company outstanding after the IPO. Accordingly, 
the Company believes that the presentation of historical per share 
information may not be meaningful.


                              F-11<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. EARNINGS PER SHARE (CONTINUED)

        Pro forma earnings per share for the year ended December 31, 1996 has 
been calculated by dividing net income adjusted to provide for income taxes 
(approximately $1,287,011 for the year ended December 31, 1996) assuming a 
37.5% effective tax rate by the weighted average number of shares of common 
stock deemed to be outstanding during the period. Prior to May 29, 1996, the 
Company was not fully subject to income taxes because it consisted of 
partnerships and limited liability companies; however, if they had been 
subject to income taxes, pro forma net income after taxes would have been 
approximately $2,145,019 and $410,976 for the years ended December 31, 1996 
and 1995, respectively, assuming a 37.5% effective tax rate.

        In accordance with Accounting Principles Board Opinion 15, the
Company has also computed supplemental earnings per common 
share to be $.31 for the year ended December 31, 1996. Supplemental net 
income of approximately $2,502,000 for the year ended December 31, 1996 
has been computed by adjusting historical net income for (i) the elimination 
of interest expense on debt repaid with a portion of the proceeds of the 
initial public offering; (ii) inclusion of Forest Park for the entire period; 
and (iii) the computation of income taxes for the entire period at a rate of 
37.5%. For the period January 1, 1996 to May 29, 1996, the supplemental 
weighted average number of common shares outstanding is based upon 
outstanding shares for the beginning of the period of 6,622,251 which were 
shares issued in connection with the Corporate Organization and its related 
stock split and the IPO as described in the Company's Registration Statement. 
Through May 29, 1996, shares outstanding for purposes of computing supplemental
earnings per share exclude 1,925,705 shares issued relative to amounts used 
for general corporate purposes. All shares outstanding (8,547,829) are 
included in the calculation of supplemental weighted average shares for the 
period May 30, 1996 to September 30, 1996. During the quarter ended December 
31, 1996, an additional 2,977,983 shares were issued and are included in 
weighted average shares outstanding for the purpose of computing supplemental 
earnings per share. Supplemental weighted average shares outstanding for the 
year ended December 31, 1996 are 8,104,443 based upon the above.

4. LONG-TERM DEBT
------------------------------------------------------------
December 31                             1996           1995
------------------------------------------------------------
Line of credit                      $ 15,000,000   $      -
Mortgage notes payable
 with interest rates 
 ranging from 8.5% to 
 10.75%, maturities 
 ranging from 1999 to 2018, 
 and collateralized
 by the facilities                                 $12,155,866

Capital lease obligations
 (Note 4)                                               36,906
--------------------------------------------------------------

                                      15,000,000    12,192,772
Less current portion                                  (640,413)
---------------------------------------------------------------
   Total                           $ 15,000,000   $ 11,552,359
---------------------------------------------------------------

                               F-12<PAGE>
LINE OF CREDIT

During 1996, the Company obtained a $25 million Line of Credit with PNC Bank, 
Kentucky, Inc. ("PNC") and a commitment to increase the Line of Credit to $50 
million and a further commitment, which is subject to obtaining other 
participating lenders, to increase the commitment to $100 million. The Line 
of Credit matures September 25, 1998 and bears interest, at the borrower's 
option, at (i) the higher of PNC's prime rate plus three-quarters of one 
percent or the federal funds rate plus one and one quarter percent or (ii) 
the Euro-Rate plus two and one quarter percent. The Line of Credit is secured 
by substantially all assets of the Company. The Line of Credit restricts, 
among other things, the incurrence of indebtedness, the sale of assets, the 
incurrence of liens, the concentration of facility locations, and the payment 
of cash dividends. In addition, the Company is required to satisfy, among 
other things, certain financial performance criteria, including minimum net 
worth levels and minimum levels of earnings before interest, taxes, 
depreciation, and amortization. As of December 31, 1996, the Company had $35 
million available under the Line of Credit.

        In 1994, Suburban Lodges refinanced certain mortgage loans for an 
amount which was $130,180 less than the carrying value and recognized an 
extraordinary gain on the transactions.

5. CAPITAL LEASES

During 1995, certain equipment was leased under capital lease agreements 
expiring at varying times through 2000. In conjunction with the IPO on May 
29, 1996, the Company paid off all of its capital lease obligations. 
Capitalized lease assets were amortized over the shorter of the useful life 
of the related asset or the lease term. The balances of capital lease assets 
and related accumulated amortization at December 31, 1995 were as follows:

--------------------------------------------------------
Equipment                                   $   133,493 
Less accumulated amortization                  (101,150)
--------------------------------------------------------
   Total                                    $    32,343 
--------------------------------------------------------

6. LEASES

Suburban Lodges leases satellite television equipment under operating leases 
expiring through August 1998. Satellite television rental expense was 
$88,132, $43,851, and $40,659 for the years ended December 31, 1996, 1995, 
and 1994, respectively.

        The Company had an operating lease for its corporate offices which 
expired on December 31, 1996. Total rental expense under this agreement was 
$37,644, $36,040, and $25,900 for the years ended December 31, 1996, 1995, 
and 1994, respectively.

        During 1996, the Company moved its corporate offices and entered into 
a new operating lease agreement. Total rental expense under this agreement 
for the year ended December 31, 1996 was $22,586.

                               F-13<PAGE>
        Minimum future rental payments under noncancelable operating leases 
having remaining terms in excess of one year as of December 31, 1996, for 
each year and in the aggregate, are as follows:

----------------------------------------------------------
December 31
----------------------------------------------------------
1997                                        $    373,953 
1998                                             343,230 
1999                                             304,241 
2000                                             252,326 
2001                                              89,665 
---------------------------------------------------------
   Total                                    $  1,363,415 
---------------------------------------------------------

7. NOTES PAYABLE TO AFFILIATES

The acquired partnerships and limited liability companies had certain notes 
payable to affiliates. All of these notes were repaid with the proceeds from 
the IPO. No amounts were outstanding under these notes payable to affiliates 
as of December 31, 1996.

        On January 1, 1994, SLA Associates-White Horse, L.P. ("White Horse") 
issued an unsecured note bearing interest at 10% for $450,000 payable to a 
limited partner of White Horse. Principal and interest was to be repaid from 
operating cash flows on an annual basis. All unpaid amounts were originally 
due and payable no later than January 1, 2003. The amount outstanding at 
December 31, 1995 was $450,000.

        Mableton Associates L.P. ("Mableton") issued unsecured notes for 
$10,000 in 1993 bearing interest at 12% per annum payable to an affiliate. 
Mableton replaced and extended these notes by issuing another note of $15,000 
in 1995. Mableton issued additional notes for $17,399 in 1995. The amount 
outstanding at December 31, 1995 under these notes was $32,399.

        On May 24, 1994, Mableton issued an unsecured note 
to a limited partner for $105,000 which was originally due on May 24, 1997 
and bore interest at 10%. In accordance with the terms of the note agreement, 
the interest rate increased to prime plus 4% (12.5%) as of January 1, 1996. 
Mableton also issued three unsecured notes aggregating $50,000 on May 20, 
1994 to limited partners due on May 20, 1995 which were subsequently extended 
to March 10, 1996, and bore interest at 12%. The amount outstanding at
December 31, 1995 under these notes was $53,125.

        During the inception of the Company, various partnership investors 
loaned funds as required by the organization. These notes accrued interest at 
prime plus 2%. The amount outstanding at December 31, 1995 under these notes 
was $394,385.

        Pursuant to an agreement with SLA Associates-Matthews, L.P. 
("Matthews"), three limited partners loaned funds in 1995 and 1996 to 
Matthews bearing interest at 10% payable on demand. The amount outstanding at 
December 31, 1995 on these three notes was $675,000.

        During 1995 and 1996, HSL of Conyers, LLC ("Conyers") received 
$20,000 and $40,000 in member loans from its members which accrued interest 
at prime plus 2%, and were payable on demand. The principal balance 
outstanding on the loans at December 31, 1995 was $20,000.

                                F-14<PAGE>
8. RELATED PARTY TRANSACTIONS

From time to time, the Company made advances to an officer of the Company. 
The balance outstanding under these advances were $50,000 and $5,000 at 
December 31, 1996 and 1995, respectively.

        The Company paid consulting fees to a firm owned by an officer of the 
Company. Total payments were $10,000 and $17,000 for the years ended December 
31, 1996 and 1995, respectively.

9. INCOME TAXES

Income taxes have been provided for under the provisions of SFAS 109. No 
provision has been made for federal and state income taxes on the properties 
acquired from partnerships or limited liability companies because each 
partner's proportionate share of the partnership's or limited liability 
company's income or loss is passed through to be included on the individual 
tax returns of the partners or members (as the case may be).

        The components of the provision for income tax were as follows at 
December 31:

---------------------------------------------------------------------
                                  1996           1995         1994
---------------------------------------------------------------------
Current income 
 tax expense (benefit)        $ 1,059,266     $  12,870    $ (19,844)
Deferred income 
 tax expense (benefit)            (11,928)      (32,481)       5,844
---------------------------------------------------------------------
   Total expense (benefit)    $ 1,047,338     $ (19,611)   $ (14,000)
---------------------------------------------------------------------

        The following is a reconciliation of the statutory rate to the 
effective rate of Suburban Lodges at December 31:

---------------------------------------------------------------------
                                 1996           1995         1994
---------------------------------------------------------------------
Statutory federal rate           34.0%         34.0%        34.0%
State income taxes                1.4           4.5          4.5 
Effect of income not 
 subject to tax                  (4.5)        (36.8)       (42.6)
Change in valuation 
 allowance                                     (4.2)         1.2
Other                            (0.4)           -            -
---------------------------------------------------------------------
   Effective tax rate            30.5%         (2.5)%       (2.9)%
---------------------------------------------------------------------
        The components of the deferred tax asset were as follows at
December 31:

----------------------------------------------------------------
                                        1996           1995
----------------------------------------------------------------
Investment in hotels                $  375,118       $    -
Unearned franchise fees                 55,026            -
Net operating loss
 carryforward                       $                   33,611
----------------------------------------------------------------
   Net deferred tax asset           $  430,144       $  33,611
----------------------------------------------------------------

                               F-15<PAGE>
        Suburban Lodges had net operating loss carryforwards of approximately 
$172,000 at December 31, 1995. All of the net operating loss carryforwards 
were utilized during 1996. In connection with the Corporate Organization and 
the IPO described in Note 1, certain deferred tax assets and liabilities were 
adjusted to reflect the change in tax rates associated with the mergers and 
to reflect the increase in the income tax basis of assets acquired in the 
transaction.

10. SHAREHOLDERS' EQUITY AND STOCK OPTION PLANS

Suburban Lodges had 11,525,812 and 3,729,158 shares of common stock having a 
par value of $0.01, outstanding at December 31, 1996 and 1995, respectively. 
Authorized shares were 100,000,000 at December 31, 1996. The equity accounts 
also include the capital accounts of the merging partnerships in the amount 
of $1,660,361 at December 31, 1995. The balances of shareholders' deficit and 
partners' capital were reclassified to additional paid-in capital in 
conjunction with the IPO and concurrent Corporate Organization on May 29, 
1996. Accordingly, at December 31, 1996, retained earnings is comprised of 
the net income of the Company since the date of the Corporate Organization.

        On May 23, 1996, the Company granted options to acquire an aggregate 
of 400,000 shares of common stock at $17.00 to $18.70 per share under the 
Suburban Lodges of America, Inc. Stock Option and Incentive Award Plan (the 
"1996 Plan"). Such options become exercisable for 25% of the shares of common 
stock covered by the options on the first anniversary of the date of grant 
and an additional 25% on each anniversary of such date through the year 2000. 
There are 250,000 and 150,000 options exercisable for ten years and five 
years from the date of grant, respectively. Additionally, 4,500 options to 
acquire common stock at $17.00 were granted on May 23, 1996 under the 
Suburban Lodges of America, Inc. Nonemployee Directors' Stock Option and Fee 
Plan (the "Directors' Plan"). Such shares vest on the first anniversary of 
grant and are exercisable for ten years from the date of grant. Nonemployee 
Directors also received an award of 1,000 shares of restricted common stock 
for an aggregate award of 3,000 shares.

        In October 1995, SFAS 123, "Accounting for Stock-Based Compensation" 
was issued. The adoption of the new recognition provisions for stock-based 
compensation expense included in SFAS 123 is optional; however, the pro forma 
effects on net income and earnings per share had the new recognition 
provisions been elected is required to be disclosed in the financial 
statements. Suburban Lodges has elected to follow the requirements of 
Accounting Principles Board Opinion 25, "Accounting for Stock Issued to
Employees," in its accounting for employee stock options; therefore, no
impact on the Company's financial position and results of operations
is expected. Had compensation cost for the 1996 Plan and the Directors'
Plan been determined consistent with SFAS 123, "Accounting 
for Stock-Based Compensation," the Company's pro forma net income and 
earnings per share for 1996 would have been $1,932,830 and $.28, respectively.

        Under the terms of the plans, 750,000 and 100,000 shares of the 
Company's common stock were reserved for issuance under the 1996 Plan and 
Directors' Plan, respectively. At December 31, 1996, 350,000 and 95,500 
shares were available for future grant under the 1996 Plan and the Directors' 
Plan, respectively. Stock option transactions are summarized as follows:

                              F-16<PAGE>
------------------------------------------------------------------------
                                                                Weighted
                                                                 Average
                                                 Exercise       Exercise
                           Number of                Price      Price Per
                              Shares            Per Share          Share
-------------------------------------------------------------------------

Directors' Plan
Granted during
 1996 and
 outstanding at 
 December 31, 1996             4,500            $  17.00        $   17.00
-------------------------------------------------------------------------
1996 Plan
Granted during
 1996 and
 outstanding at
 December 31, 1996            400,000          $    17.00       $   17.68
                                                      to
                                               $    18.70
-------------------------------------------------------------------------

        All stock options are granted with an exercise price equal to the 
quoted market price of the common stock at the grant date. The weighted 
average fair value of the stock options granted during 1996 was $7.05 and 
$7.31 for the options under the 1996 Plan and the Directors' Plan, 
respectively.  The fair value of each stock option grant is estimated on
the date of grant using the Black-Scholes option pricing model with
the following weighted average assumptions used for grants in 1996:

--------------------------------------------------------------
                                         1996       Directors'
                                         Plan         Plan
--------------------------------------------------------------
Risk free interest rate                  6.3%         6.2%
Expected dividend yield                  0.0%         0.0%
Expected life                         4.0 years    4.0 years
Expected volatility                     46.0%        45.0%
--------------------------------------------------------------

        The outstanding stock options at December 31, 1996 have a weighted 
average contractual life of 8.9 years. No option shares were exercisable at 
December 31, 1996 under the 1996 Plan or the Directors' Plan.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS 107, "Disclosures About Fair Value of Financial Instruments," requires 
companies to disclose the estimated fair value of both assets and liabilities 
recognized and not recognized in the statement of financial position, subject 
to certain exceptions. For certain instruments, including cash and cash 
equivalents, accounts payable, and accrued expenses, it has been assumed that 
the carrying amount approximates fair value due to their short-term maturity.

        The carrying amount of long-term debt approximates fair value because 
most interest notes are variable and fixed notes were not significantly 
different than notes available to Suburban Lodges at December 31, 1996 and 
1995 for debt with similar terms and remaining maturities.

        The fair value of notes payable to affiliates at December 31, 1995 
cannot be readily determined due to their related party nature.

                               F-17<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

12. SELECTED QUARTERLY FINANCIAL DATA - (UNAUDITED)

Quarterly financial data for the years ended December 31, 1996 and 1995 are 
as follows:
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
1996                                         First             Second               Third                Fourth
-----------------------------------------------------------------------------------------------------------------
<S>                                   <C>                    <C>                  <C>                  <C>
Total revenue                         $   1,669,323          $ 2,083,534          $ 2,660,166          $2,853,005
Operating income                            620,470              846,368              945,677             618,644
Net income                                  307,629              591,171              721,140             764,752
Pro forma earnings per share                   0.06                 0.08                 -                    -
Earnings per share                              -                    -                   0.08                0.08
-----------------------------------------------------------------------------------------------------------------
1995
-----------------------------------------------------------------------------------------------------------------
Total revenue                             1,142,665             1,220,996            1,332,588            1,491,098
Operating income                            349,614               445,371              520,070              440,623 
Net income                                  124,230               228,732              273,675               50,535 
-------------------------------------------------------------------------------------------------------------------
</TABLE>

13. SUBSEQUENT EVENT

On February 28, 1997, the Company purchased four properties from a 
franchisee. The aggregate purchase price was $23 million in common stock at 
the average closing price for the 20 consecutive trading days prior to the 
contract date, which was $17.50 per share as agreed upon by the parties, less 
debt assumed at closing of approximately $12.5 million. The debt assumed was 
immediately paid off.



                               F-18

<PAGE>
                                      SIGNATURES

   Pursuant to the requirements of Section 13 or 15(a) 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 in the City of Atlanta, State of
Georgia, on the 28th day of March, 1997.

                                  SUBURBAN LODGES OF AMERICA, INC.


                                  By: /s/ David Krischer
                                     David E. Krischer
                                     Chairman of the Board, Chief
                                       Executive Officer and President


   Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
on behalf of the Company in the capacities set forth and on the
28th day of March, 1997.
<TABLE>
<CAPTION>
             Signature                             Position
<S>                                    <C>

/s/ David E. Krischer                  Chairman of the Board, Chief Executive Officer,
David E. Krischer                      President and Director (Principal Executive Officer)

/s/ Dan J. Berman                      Vice President - Franchising and Director
Dan J. Berman

/s/ Terry J. Feldman                   Vice President and Chief Financial Officer (Principal
Terry J. Feldman                       Financial and Accounting Officer)

/s/ James R. Kuse                      Director
James R. Kuse

/s/ Michael McGovern                   Director
Michael McGovern

/s/ John W. Speigel                    Director
John W. Spiegel

</TABLE>



                                         -24-

<PAGE>