UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-Q

(Mark One)
/ X /                 QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                           OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

/   /                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                           OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission File Number: 0-28108

                        Suburban Lodges of America, Inc.
                        ---------------------------------
                         (Exact Name of registrant as
         Georgia           specified in its charter)         58-1781184
-----------------------                                   -------------------
(State of Incorporation)                                   (IRS Employer
                                                          Identification No.)


                              300 Galleria Parkway
                                   Suite 1200
                             Atlanta, Georgia 30339
            ----------------------------------------------------------
           (Address of principal executive office, including zip code)


                                  770-799-5000
               ---------------------------------------------------
              (Registrant's telephone number, including area code)


         Indicate by check mark whether the  registrant  has filed all documents
and reports  required to be filed by Sections 12, 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 / /


         Number of shares of Common  Stock,  $.01 par value,  outstanding  as of
August 11, 1999:

                                   15,425,072




<PAGE>
                            Suburban Lodges of America, Inc.
                               Consolidated Balance Sheets
                                     (in thousands)
<TABLE>
<CAPTION>

                                                                (Unaudited)
                                                                  June 30,     December 31,
                                                                    1999          1998
                                                                ----------     ------------
<S>                                                             <C>            <C>
Assets:
Current assets:
     Cash and cash equivalents                                  $  22,096      $ 19,178
      Accounts receivable, net of reserves of
          $203 (1999) and $99 (1998)                                  716           568
     Hotel inventory and supplies                                   2,045         1,684
     Prepaid and refundable income taxes                                          2,754
     Deferred income taxes                                            829           904
     Prepaid expenses and other current assets                      4,204         2,956
                                                                ---------      --------
           Total current assets                                    29,890        28,044

Property and equipment, net of accumulated depreciation and
          amortization of $14,284 (1999) and $10,764 (1998)       285,118       272,030

Notes receivable                                                    5,743         5,455
Deferred loan costs                                                 1,644         1,552
Acquired intangible assets - net                                    3,584
Other assets                                                          473           454
                                                                =========      ========
Total assets                                                    $ 326,452      $307,535
                                                                =========      ========



Liabilities and shareholders' equity:
Current liabilities:
     Current portion of long-term debt                          $   1,251      $  7,465
     Construction accounts payable                                  2,807         6,847
     Trade accounts payable                                           490         2,448
     Accrued liabilities                                            5,362         2,558
     Income taxes payable                                             478           316
     Other current liabilities                                        204           382
                                                                ---------      --------
          Total current liabilities                                10,592        20,016

Long-term debt, excluding current portion                          97,822        74,735
Deferred income taxes                                               1,538         1,026
Other liabilities                                                     111           114
                                                                ---------      --------
          Total liabilities                                       110,063        95,891
                                                                ---------      --------

Shareholders' equity:
     Common stock                                                     157           154
     Additional paid-in capital                                   202,250       200,190
     Retained earnings                                             15,962        11,300
     Treasury stock                                                (1,980)
                                                                ---------      --------
          Total shareholders' equity                              216,389       211,644
                                                                ---------      --------

Total liabilities and shareholders' equity:                     $ 326,452      $307,535
                                                                =========      ========
</TABLE>

              See accompanying notes to consolidated financial statements.

                                         Page 2

<PAGE>
                                        Suburban Lodges of America, Inc.
                                     Consolidated Statements of Operations
                                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                       (Unaudited)                        (Unaudited)
                                                   Three Months Ended                   Six Months Ended
                                         June 30, 1999        June 30, 1998     June 30, 1999      June 30, 1998
                                        ----------------     ---------------   ---------------     ---------------
<S>                                          <C>                <C>                <C>                <C>
 REVENUE:
      Hotel revenue                          $ 15,904           $ 10,855           $ 29,237           $ 19,517
      Franchise and other revenue                 906                390              1,512                773
                                             --------           --------           --------           --------
         Total revenue                         16,810             11,245             30,749             20,290
                                             --------           --------           --------           --------


 OPERATING COSTS AND EXPENSES:
      Hotel operating expenses                  7,976              5,002             15,301              9,570
      Corporate operating expenses              1,733                891              3,400              1,649
      Depreciation and amortization             1,992              1,152              3,801              2,235
                                             --------           --------           --------           --------
           Total costs and expenses            11,701              7,045             22,502             13,454
                                             --------           --------           --------           --------

 INCOME FROM OPERATIONS                         5,109              4,200              8,247              6,836

 OTHER INCOME (EXPENSE):
      Interest income                             337                757                642              1,592
      Interest expense                         (1,493)               (85)            (2,758)              (147)
      Gain on sale of hotel                                                           1,145
      Other                                       184                 63                184                 63
                                             --------           --------           --------           --------
         Income before income taxes             4,137              4,935              7,460              8,344
 Provision for income taxes                     1,572              1,762              2,798              2,915
                                             --------           --------           --------           --------

 NET INCOME                                  $  2,565           $  3,173           $  4,662           $  5,429
                                             ========           ========           ========           ========

EARNINGS PER COMMON SHARE:
    Basic and diluted                        $   0.17           $   0.21           $   0.30           $   0.35
                                             ========           ========           ========           ========


WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING:
    Basic and diluted                          15,398             15,430             15,414             15,430
                                             ========           ========           ========           ========


                          See accompanying notes to consolidated financial statements.
                                                     Page 3
</TABLE>
<PAGE>
                               Suburban Lodges of America, Inc.
                             Consolidated Statements of Cash Flows
                                        (in thousands)
                                          (Unaudited)
<TABLE>
<CAPTION>

                                                                        Six Months Ended
                                                                 June 30, 1999      June 30, 1998
                                                                 --------------     -------------
<S>                                                                <C>                <C>
Operating activities:
Net income                                                         $  4,662           $  5,429
Adjustments to reconcile net income to
  net cash provided by operating activities:
  Depreciation and amortization                                       3,801              2,235
  Deferred income taxes                                                 587
  Stock compensation                                                     19                 30
  Gain on sale of hotel                                              (1,145)
  Changes in operating assets and liabilities
    net of the effects of acquisitions:
     Accounts receivable                                               (148)              (393)
     Other current assets                                             1,181               (925)
     Other assets                                                      (307)               (67)
     Trade accounts payable                                          (1,958)              (480)
     Income taxes payable                                               162              1,667
     Other current liabilities                                        2,459              1,103
     Other liabilities                                                   (3)              (145)
                                                                   --------           --------
          Net cash provided by operating activities                   9,310              8,454
                                                                   --------           --------

Investing activities:
     Additions to property and equipment                            (20,110)           (51,966)
     Proceeds from sale of hotel property                             4,405
     Acquisitions                                                    (1,448)
     Increase (decrease) in construction accounts payable            (4,040)             1,635
     Other                                                                              (1,725)
                                                                   --------           --------
          Net cash used by investing activities                     (21,193)           (52,056)
                                                                   --------           --------

Financing activities:
     Proceeds from issuance of long-term debt                        23,950             10,000
     Principal payments on long-term debt                            (7,077)
     Purchase of treasury stock                                      (1,980)
     Net increase in deferred loan costs                                (92)
     Increase in restricted cash                                                        11,000
                                                                   --------           --------
          Net cash provided by financing activities                  14,801             21,000
                                                                   --------           --------

Net increase (decrease) in cash and cash equivalents                  2,918            (22,602)

Cash and cash equivalents at beginning of period                     19,178             62,650
                                                                   --------           --------

Cash and cash equivalents at end of period                         $ 22,096           $ 40,048
                                                                   ========           ========

Supplemental information:

Interest paid net of interest capitalized                          $  2,684           $     46
                                                                   ========           ========
Income taxes paid (net refund received)                            $   (564)          $  1,255
                                                                   ========           ========
</TABLE>

                 See accompanying notes to consolidated financial statements.
                                            Page 4


<PAGE>

                        Suburban Lodges of America, Inc.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.       BASIS OF PRESENTATION

         The accompanying  unaudited consolidated financial statements have been
         prepared  pursuant to the rules and  regulations  of the Securities and
         Exchange  Commission for reporting on Form 10-Q.  Accordingly,  certain
         information  and footnotes  required by generally  accepted  accounting
         principles for complete financial  statements have been omitted. In the
         opinion of management,  all  adjustments  that are necessary for a fair
         presentation of financial  position and results of operations have been
         made. These interim financial  statements should be read in conjunction
         with the consolidated historical financial statements and notes thereto
         presented  in the  Company's  Annual  Report  on Form 10-K for the year
         ended December 31, 1998.

         All  significant  intercompany  balances  and  transactions  have  been
         eliminated.

2.       LONG-TERM DEBT

         On March 31,  1999,  the  Company  completed  a  $10,250,000  financing
         arrangement with Empire Financial Services, Inc. The financing consists
         of three mortgage loans with an initial  weighted average interest rate
         of  8.38%.  The  interest  rates  are  adjustable  at the  end of  each
         three-year  period to rates  based on prime plus an  average  margin of
         62.5 basis points.  The loan repayments  aggregating  $88,163 per month
         are based on a principal  amortization  period of 20 years with a final
         maturity  of March 1,  2005 for one of the  loans and March 1, 2008 for
         the other two loans. A total of three Company-owned  hotels are pledged
         as collateral on these loans.

         On June 7, 1999,  the Company  completed a  $13,700,000  mortgage  loan
         arrangement with Finova Realty Capital  Corporation at a fixed interest
         rate of 8.8%.  The loan  requires  monthly  payments of  principal  and
         interest  totaling  approximately  $113,100  commencing August 1, 1999,
         based on a 25-year amortization  schedule with a final maturity of June
         30,  2009.  A  total  of  five  Company-owned  hotels  are  pledged  as
         collateral on this loan.

3.       ACQUISITION

         On June 1,  1999,  the  Company,  through  a  wholly-owned  subsidiary,
         GuestHouse   International  Franchise  Systems,  Inc.   ("GuestHouse"),
         completed the acquisition of assets from GuestHouse  International  LLC
         for a total purchase price, including  transaction-related expenses, of
         $3,491,750.  The purchase  price  consisted of cash of  $1,448,000  and
         300,000  shares of the  Company's  common  stock with a market value of
         $2,043,750.  The Company  also  assumed  certain  liabilities  totaling
         $167,000.  GuestHouse  is a franchisor of midscale  lodging  facilities
         under the names GuestHouse International Inns, Hotels and Suites.

         The acquisition was accounted for as a purchase and,  accordingly,  the
         consolidated  statement of earnings for the periods ended June 30, 1999
         include the revenues, expenses and operating results of GuestHouse from
         the  date  of  acquisition.  The  purchase  price  plus  the  value  of
         liabilities  assumed was  allocated to assets  acquired  based on their
         estimated fair value.  The Company  allocated  $3,623,000 to intangible
         assets consisting of continuing  franchise  contracts of $1,392,000 and
         goodwill of  $2,231,000.  The franchise  contracts are being  amortized
         over a period of four years,  and  goodwill is being  amortized  over a
         period of twenty years.


                                     Page 5
<PAGE>




4.       EARNINGS PER COMMON SHARE

         Earnings per common share were computed  based on the weighted  average
         number of common shares  outstanding.  Stock options  outstanding under
         the Company's various stock option plans did not have a dilutive effect
         in any of the periods presented.

5.       CONTINGENCIES

         The Company is a defendant  in  litigation  in the  ordinary  course of
         business. In the opinion of management, such litigation will not have a
         material  adverse  effect  on  the  financial   position,   results  of
         operations or cash flows of the Company.

6.       SEGMENT AND RELATED INFORMATION

         The Company operates in three reportable  segments:  hotel  operations,
         franchising  operations and corporate and support services. The Company
         evaluates  the  performance  of its  operating  segments  based  on net
         operating  income,  which is defined  as income  before  income  taxes,
         nonrecurring  items,  interest  income,   interest  expense  and  other
         nonoperating income.

         Summarized  financial  information  concerning the Company's reportable
         segments is shown in the following tables (in thousands):
<TABLE>
<CAPTION>
                                                                                  Corporate
                                                   Hotel        Franchising      and Support
                                                 Operations     Operations         Services         Total
<S>                                               <C>             <C>           <C>              <C>
          QUARTER ENDED JUNE 30, 1999
          Revenues from external customers        $ 15,904        $  549        $    357         $ 16,810
          Intersegment revenues                                      634             794            1,428
          Depreciation and amortization              1,821            41             130            1,992
          Intersegment expenses                      1,428                                          1,428
          Net operating income (loss)                4,679           675            (198)           5,156

          QUARTER ENDED JUNE 30, 1998
          Revenues from external customers        $ 10,855        $  281        $    109         $ 11,245
          Intersegment revenues                                                      538              538
          Depreciation and amortization              1,084             1              67            1,152
          Intersegment expenses                        538                                            538
          Net operating income (loss)                4,253            65            (118)           4,200

          SIX MONTHS ENDED JUNE 30, 1999
          Revenues from external customers        $ 29,237        $  932        $    580         $ 30,749
          Intersegment revenues                                    1,170           1,462            2,632
          Depreciation and amortization              3,522            44             235            3,801
          Intersegment expenses                      2,632                                          2,632
          Net operating income (loss)                7,783         1,191            (589)           8,385
          Total assets                             300,714         4,722          21,016          326,452

          SIX MONTHS ENDED JUNE 30, 1998
          Revenues from external customers        $ 19,517        $  481        $    292         $ 20,290
          Intersegment revenues                                                      971              971
          Depreciation and amortization              2,111             2             122            2,235
          Intersegment expenses                        971                                            971
          Net operating income (loss)                6,887            92            (143)           6,836
          Total assets                             243,537           630          17,927          262,094
</TABLE>



                                     Page 6
<PAGE>

         The  following  table  provides a  reconciliation  of total segment net
         operating  income to the Company's  reported income before income taxes
         (in thousands):
<TABLE>
<CAPTION>

                                                           Quarter ended June 30          Six Months ended June 30
                                                           ----------------------         ------------------------
                                                             1999            1998            1999           1998
                                                             ----            ----            ----           ----

          <S>                                              <C>             <C>             <C>             <C>
          Total segment net operating income               $ 5,156         $ 4,200         $ 8,385         $ 6,836
          Interest income                                      337             757             642           1,592
          Gain on sale of hotel                                                              1,145
          Other nonoperating income                            184              63             184              63
          Interest expense                                  (1,493             (85)         (2,758)           (147)
          Site acquisition cancellation cost                   (47)                           (138)
                                                           -------         -------         -------         -------
          Income before income taxes                       $ 4,137         $ 4,935         $ 7,460         $ 8,344
                                                           -------         -------         -------         -------
</TABLE>

         All of the  Company's  revenues  are  derived in the  United  States of
         America.  No single external  customer accounts for ten percent or more
         of the Company's total revenue.


7.       RELATED PARTY TRANSACTIONS

         During certain periods of 1998, two franchise  locations were partially
         owned by two of the Company's  directors or members of their  immediate
         families.  The  Company  acquired  both  locations  on July  31,  1998.
         Franchise and other revenue recognized for such locations for the three
         month and six  month  periods  ended  June 30,  1998 was  approximately
         $22,000 and $63,000, respectively.

         During 1998,  the Company  entered into a venture to develop a Suburban
         Lodge hotel in Atlanta,  Georgia,  investing  $200,000 for a 25% equity
         position.  A  non-employee  director  of the  Company  also owned a 25%
         equity position in this venture. Also during 1998, the Company acquired
         an option to purchase  the  director's  interest in this  venture for a
         total  consideration  of  $300,000,  including  the amount paid for the
         option  ($230,000).  On August 1, 1999 the Company exercised its option
         to  purchase  the  director's  interest  for an  additional  payment of
         $70,000. The hotel owned by the venture opened in May 1999.

                                     Page 7
<PAGE>


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

ACQUISITION

On June 1, 1999, the Company,  through a wholly-owned  subsidiary,  acquired the
assets  of  GuestHouse   International  LLC  ("GuestHouse").   GuestHouse  is  a
franchisor  of  midscale   lodging   facilities   under  the  names   GuestHouse
International  Inns,  Hotels and Suites.  The effect of this  acquisition on the
operating  results for the three-month and six-month periods ended June 30, 1999
is discussed below.


COMPANY-OWNED HOTEL STATISTICS BY REGION FOR THE QUARTER ENDED JUNE 30, 1999

The following table sets forth certain information  regarding the performance of
the Company's hotels by geographic region for the quarter ended June 30, 1999.
<TABLE>
<CAPTION>

                                                    AWR        Occupancy        RevPAR   Total Hotels      Average Age
                                                    ---        ---------        ------   ------------      -----------
                                                                                                             (in years)
<S>                                             <C>                <C>          <C>              <C>            <C>
Mid Atlantic Region                             $   186.66         85.6%        $   159.97       10             2.54
Midwest Region                                      208.10         82.8             171.75       15             1.35
Southeast Region                                    182.31         81.9             148.95       19             4.06
West Region                                         189.17         73.2             135.91       16              .93
                                                ----------         ----         ----------       --             ----
  All Company-Owned                             $   191.42         80.5%        $   153.36       60             2.25
                                                ==========         ====         ==========       ==             ====

All Mature Company-Owned <F1>                   $   185.29         84.3%        $   156.16       42             2.97
                                                ==========         ====         ==========       ==             ====
<FN>
<F1>     Mature  hotels are those  which  have  operated  for at least
         thirteen  full  months as of the end of the period for which data is
         presented.
</FN>
</TABLE>

COMPARISON OF THE QUARTER ENDED JUNE 30, 1999 TO THE QUARTER ENDED JUNE 30, 1998

         Hotel  revenues for the quarter  ended June 30, 1999 were  $15,904,000,
which was an increase of $5,049,000,  or 46.5%,  over the quarter ended June 30,
1998.  Eighteen hotels open less than a full thirteen months as of June 30, 1999
accounted for  $4,186,000 of the increase,  while the Company's 42 mature hotels
contributed $863,000 of the increase. Included in the mature hotel category, are
two  hotels  acquired  by the  Company in the third  quarter of 1998.  These two
hotels  accounted for $551,000 of the revenue  increase from mature hotels.  The
average  weekly rate ("AWR") for the  Company's  mature  hotels  increased  from
$170.13 to $185.29;  however, the occupancy for these hotels declined from 90.9%
to 84.3%.  The AWR for all  Company-owned  hotels,  which includes the 18 hotels
open less than a full thirteen months,  increased from $172.08 to $191.42.  This
increase was accompanied by a decrease in occupancy from 87.9% to 80.5%.

         Franchise and other revenue from  corporate  operations for the quarter
ended June 30,  1999,  which  includes  management,  franchise  and  development
revenue, was $906,000, compared to $390,000 for the quarter ended June 30, 1998.
Management  fees  increased  $184,000 to $253,000 for the quarter ended June 30,
1999 from  $69,000  in the prior  year  quarter  as a result of fees  earned for
managing 21 hotels for franchisees  during the current year quarter  compared to
managing eight hotels for franchisees  during the prior year quarter.  Franchise
revenue for the quarter increased  approximately $267,000, from $281,000 in 1998
to $548,000 in 1999.  The franchise  revenue for the quarter ended June 30, 1999
reflects $167,000 in initial franchise fees, representing six hotel openings and
$30,000 for one contract  cancellation  fee, compared to $130,000 and five hotel
openings in the  quarter  ended June 30,  1998.  Franchise  royalties  and other
revenue on open hotels was approximately $351,000 for the quarter ended June 30,
1999 compared to $151,000 for the quarter ended June 30, 1998.  The current year
quarter  includes  $66,000 of  franchise  fees  attributable  to the  GuestHouse

                                     Page 8
<PAGE>

acquisition.  The Company earned $64,000 in development and construction revenue
during the current  year  quarter  compared to $35,000  earned in the prior year
quarter.

         Hotel operating expenses increased $2,974,000,  or 59.5%, to $7,976,000
for the quarter ended June 30, 1999,  from $5,002,000 for the quarter ended June
30, 1998. The majority of this increase, or approximately  $2,198,000,  pertains
to the opening and  quarter-to-date  expenses for the 18 hotels open less than a
full thirteen  months.  In addition,  approximately  $778,000 of the increase is
attributable  to the mature hotels,  which includes  $303,000 for the two hotels
acquired in the third  quarter of 1998.  Hotel  operating  margins at the mature
properties  declined  from  54.2% in the  prior  year  quarter  to 50.9% for the
current year  quarter.  Operating  margins at all  Company-owned  hotels,  which
includes  the 18 hotels open less than a full  thirteen  months,  declined  from
53.9% for the quarter  ended June 30,  1998 to 49.8% for the quarter  ended June
30, 1999.

         Corporate operating  expenses,  net of amounts  capitalized,  increased
$842,000,  or 94.5%, to $1,733,000,  which includes $57,000  attributable to the
GuestHouse  operation.  The primary  reasons for the  increase  are $161,000 for
additional staffing needed to support the growth of the business and a reduction
of  $556,000  in the amount of  project-related  expenses  capitalized  to hotel
construction  costs as  compared to the prior year.  Total  corporate  operating
expenses prior to  capitalization  of project related  expenses  increased 14.8%
compared to the prior year quarter.  Depreciation and amortization  increased to
$1,992,000  from  $1,152,000,  primarily  as a result of the 18 hotels open less
than a full thirteen months.  The current year quarter includes  amortization of
$38,000 related to intangible assets acquired in the GuestHouse acquisition.

         Interest expense,  net of interest capitalized of $453,000 and $617,000
for the quarters ended June 30, 1999, and June 30, 1998, respectively, increased
$1,408,000  from $85,000 for the quarter ended June 30, 1998 to  $1,493,000  for
the quarter  ended June 30, 1999.  The increase in interest  expense,  excluding
interest capitalized, is due to higher levels of debt outstanding. .

COMPANY-OWNED HOTEL STATISTICS BY REGION FOR THE SIX MONTHS ENDED JUNE 30, 1999

The following table sets forth certain information  regarding the performance of
the  Company's  hotels by  geographic  region for the six months  ended June 30,
1999.

<TABLE>
<CAPTION>
                                                     AWR       Occupancy         RevPAR    Total Hotels    Average Age
                                                     ---       ---------         ------    ------------    -----------
                                                                                                            (in years)
<S>                                             <C>                <C>          <C>              <C>            <C>
Mid Atlantic Region                             $   183.92         81.9%        $   150.80       10             2.54
Midwest Region                                      188.29         82.6             155.40       15             1.35
Southeast Region                                    181.15         81.0             146.49       19             4.06
West Region                                         188.35         70.8             131.35       16              .93
                                                ----------         ----         ----------       --             ----
All Company-Owned                               $   190.02         77.4%        $   145.97       60             2.25
                                                ==========         ====         ==========       ==             ====

All Mature Company-Owned <F1>                   $   183.26         81.7%        $   149.62       42             2.97
                                                ==========         ====         ==========       ==             ====
<FN>
<F1>     Mature  hotels  are  those  which  have  operated  for at  least a full
         thirteen  months  as of  the  end of  the  period  for  which  data  is
         presented.
</FN>
</TABLE>


COMPARISON  OF THE SIX MONTHS  ENDED JUNE 30, 1999 TO THE SIX MONTHS  ENDED
JUNE 30, 1998

         Hotel revenues for the six months ended June 30, 1999 were $29,237,000,
which was an increase of  $9,720,000,  or 49.8%,  over the prior year  six-month
period.  Eighteen  hotels open less than a full  thirteen  months as of June 30,
1999  accounted for  $7,031,000  of the increase,  while the Company's 42 mature
hotels  contributed  $2,689,000  of the  increase.  Included in the mature hotel
category,  are two hotels  acquired by the Company in the third quarter of 1998.
These two hotels  accounted for  $1,018,000 of the revenue  increase from mature
hotels.  The  average  weekly  rate  ("AWR")  for the  Company's  mature  hotels

                                     Page 9
<PAGE>

increased  from  $165.18 to $183.25;  however,  the  occupancy  for these hotels
declined  from  90.4% to  81.7%.  The AWR for all  Company-owned  hotels,  which
includes the 18 hotels open less than a full  thirteen  months,  increased  from
$167.25 to $190.02.  This  increase was  accompanied  by a decrease in occupancy
from 82.1% to 77.4%.

         Franchise  and other  revenue  from  corporate  operations  for the six
months ended June 30, 1999, which includes management, franchise and development
revenue, was $1,512,000,  compared to $773,000 for the six months ended June 30,
1998. Management fees increased $343,000 to $444,000 for the current year period
from $101,000 in the prior year period,  as a result of fees earned for managing
21 hotels for  franchisees  during the current year  compared to managing  eight
hotels  for  franchisees  during  the  prior  year.  Franchise  revenue  for the
six-month  period  increased  approximately  $447,000,  from $481,000 in 1998 to
$928,000 in 1999.  The franchise  revenue for the six months ended June 30, 1999
reflects $327,000 in initial franchise fees,  representing 12 hotel openings and
$30,000 for one contract  cancellation fee, compared to $209,000 and eight hotel
openings  in the prior  year six month  period.  Franchise  royalties  and other
revenue on open hotels was approximately  $571,000 for the six months ended June
30, 1999  compared  to  $272,000  for the six months  ended June 30,  1998.  The
current year period  includes  $66,000 of  franchise  fees  attributable  to the
GuestHouse   acquisition.   The  Company  earned  $64,000  in  development   and
construction  revenue during the current year period compared to $183,000 earned
in the prior year period.

         Hotel operating expenses increased $5,731,000, or 59.9%, to $15,301,000
for the current  year  period from  $9,570,000  for the prior year  period.  The
majority of this increase, or approximately $4,015,000,  pertains to the opening
and  period-to-date  expenses for the 18 hotels open less than a full 13 months.
In addition,  approximately  $1,716,000 of the increase is  attributable  to the
mature hotels,  which includes $584,000 for the two hotels acquired in the third
quarter of 1998. Hotel operating margins at the mature properties  declined from
51.1% in the prior year period to 49.3% for the current year  period.  Operating
margins at all Company-owned hotels, which includes the 18 hotels open less than
a full  thirteen  months,  declined from 51.0% for the six months ended June 30,
1998 to 47.7% for the six months ended June 30, 1999.

         Corporate operating  expenses,  net of amounts  capitalized,  increased
$1,751,000, or 106.2%, to $3,400,000, which includes $57,000 attributable to the
GuestHouse  operation.  The primary  reasons for the  increase  are $496,000 for
additional staffing needed to support the growth of the business and a reduction
of  $925,000  in the amount of  project-related  expenses  capitalized  to hotel
construction  costs as  compared to the prior year.  Total  corporate  operating
expenses prior to  capitalization  of project related  expenses  increased 22.8%
compared  to the prior year  six-month  period.  Depreciation  and  amortization
increased to $3,801,000 from $2,235,000,  primarily as a result of the 18 hotels
open  less  than a full  thirteen  months.  The  current  year  period  includes
amortization of $38,000 related to intangible  assets acquired in the GuestHouse
acquisition.

         Interest  expense,  net  of  interest  capitalized  of  $1,223,000  and
$1,197,000  for the  six  months  ended  June  30,  1999,  and  June  30,  1998,
respectively,  increased  $2,611,000 from $147,000 for the six months ended June
30, 1998 to $2,758,000  for the six months ended June 30, 1999.  The increase in
interest expense,  excluding  interest  capitalized,  is due to higher levels of
debt outstanding and the write off of approximately $300,000 in unamortized loan
costs associated with the credit facility at PNC Bank, N.A. which was terminated
during the first quarter of 1999.

         During the first quarter of 1999, the Company sold a hotel resulting in
a gain of approximately $1,145,000. The hotel continues to operate as a Suburban
Lodge under  franchise and  management  agreements  that generate  franchise and
management fee income for the Company

SEASONALITY

         The  Company's  mature  hotels   typically   experience  lower  average
occupancy  rates and total revenues during the first and fourth quarters of each
year.

                                    Page 10
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         On March 31,  1999,  the  Company  completed  a  $10,250,000  financing
agreement with Empire Financial  Services,  Inc. The financing consists of three
mortgage  loans with an initial  weighted  average  interest rate of 8.38%.  The
interest  rates are  adjustable  at the end of each  three-year  period to rates
based on prime plus an average margin of 62.5 basis points.  The loan repayments
aggregating $88,163 per month are based on a principal amortization period of 20
years with a final  maturity  of March 1, 2005 for one of the loans and March 1,
2008 for the other two loans. A total of three Company-owned  hotels are pledged
as collateral on these loans.  A portion of the proceeds from this financing was
used  to  repay  the  notes  assumed  by the  Company  in  connection  with  the
acquisition of two franchised hotels on July 31, 1998.

         On June 7, 1999,  the Company  completed a  $13,700,000  mortgage  loan
arrangement  with Finova Realty Capital  Corporation at a fixed interest rate of
8.8%.  The loan requires  monthly  payments of principal  and interest  totaling
approximately   $113,100   commencing   August  1,  1999,  based  on  a  25-year
amortization schedule with a final maturity of June 30, 2009. A total of five
Company-owned hotels are pledged as collateral on this loan.

         On February 23, 1999, the Board of Directors  authorized the Company to
repurchase up to 1,500,000  shares of its  outstanding  common stock. As of June
30,  1999,  the  Company had  purchased  a total of 300,000  shares at a cost of
$1,980,000.

         As of June 30, 1999,  the Company had  approximately  $22.1  million in
cash and cash  equivalents,  $88.7  million of  borrowings  with  Finova  Realty
Capital  Corporation  and $10.2  million of  borrowings  with  Empire  Financial
Services, Inc.

         At June 30, 1999, the Company had two hotels under construction,  which
are scheduled for  completion  during the third quarter of 1999, and the Company
plans to start  construction  on three new hotels  during the last half of 1999.
The Company anticipates that the total additional cost to complete these hotels,
as  well  as  fund  amounts  to be  disbursed  on  recently  opened  hotels,  is
approximately  $18.7 million,  which includes $2.8 million in construction draws
accrued at June 30, 1999. The Company intends to fund the  construction of these
hotels with existing cash  balances,  cash flow from  operations  and additional
borrowings. The Company is not presently seeking additional sites for the future
construction of hotels. However, the Company owns 14 additional sites for future
development. The Company has no current plans to acquire additional sites.

         While the Company anticipates that there may be some markets where, due
to  a  number  of  factors   (such  as  the   increased   cost  of  using  union
subcontractors),  its  development  costs will be higher,  overall  the  Company
anticipates that in the immediate future a typical 134-guest room Suburban Lodge
hotel will cost  approximately  $4.6 to $5.0 million  (approximately  $34,000 to
$37,000 per guest room).

         In the future, the Company may seek to acquire new credit facilities or
issue debt or equity securities.  Any debt incurred or issued by the Company may
be secured  or  unsecured,  bear fixed or  variable  rate  interest,  and may be
subject to such terms and  conditions  as the Board of  Directors of the Company
deems prudent.

YEAR 2000 PREPAREDNESS

         The  Year  2000  issue  may  materialize  from  the  widespread  use of
computers that rely on two-digit date codes to perform  certain  computations or
decision-making  functions.  Many of  these  computers  or  systems  may fail to
recognize that the year 1999 is followed by the year 2000, that the year 2000 is
a leap year, or that 99 or 00 does not mean the end of the file or program.  Due
to this  failure,  a  malfunction  might  occur  in  products/processes  using a
microprocessor with two-digit year presentation.

                                    Page 11
<PAGE>

         Suburban has  established  the  Suburban  Year 2000 Project to identify
potential risk areas and introduce action plans and guidelines for managing Year
2000  issues.  As part of the Year  2000  Project,  a task  force  was  created,
directed  by the CEO and  consisting  of  representatives  of  various  Suburban
departments.  The task force is  performing  the following  functions:  identify
systems;  inventory  components of systems;  assess  systems and  components for
potential  Year 2000 risks;  renovate  and  replace  systems or  components,  if
necessary; and test the renovated and replaced systems and components.

         Suburban  has  completed  an  inventory  of its  computer  hardware and
software  and  determined  that the  company  has a limited  number of  critical
operating systems and applications. Specifically, those systems and applications
include:  the proprietary property management software utilized at all corporate
and franchised hotels ("Property  Management  System");  software for accounting
applications;  ADP payroll  processing  software;  and  commercial  software for
routine office applications.

         The contract developer of the Property  Management System has confirmed
to Suburban in writing  that the software is Year 2000  compliant.  In addition,
the Company has reviewed the system, tested it with live data, and it appears to
function accurately in a Year 2000 environment.

         Suburban  has  received  written  documentation  from the vendor of its
current  accounting  applications  software  certifying  that the  software  can
properly   interpret  dates  subsequent  to  December  31,  1999.   Suburban  is
implementing a new accounting applications software and expects to complete that
implementation by October 1, 1999. The vendor of this new software has certified
in writing that the software can properly interpret dates subsequent to December
31,  1999,  and  Suburban  plans to test the software to confirm that it is Year
2000 compliant before start up.

         Suburban has not yet received written  certification  from ADP that its
payroll  software  systems are Year 2000  compliant.  The Company has  performed
remedial  work on its ADP payroll  software  systems and believes  that they are
presently compliant. The Company will run tests during the third quarter of 1999
to verify Year 2000 compliance of these systems

         The vendors of certain  commercial  software  utilized by Suburban  for
routine office  applications  have indicated that such  applications can be made
Year 2000 compliant through specific procedures which Suburban is in the process
of implementing. Upon final implementation of these procedures, Suburban intends
to perform  additional  testing to ensure that these  applications are Year 2000
compliant.  The company believes that any required software  remediation will be
complete by December 31, 1999.

         The detailed  scope of the Year 2000  Project for  Suburban  facilities
includes an analysis of both information  technology and  non-information  based
systems (such as micro-controllers and other embedded chips) for such matters as
building  management,  security,  credit card  processing,  fire safety systems,
electronic locks, elevators,  telephones,  heating and air-conditioning  systems
and general  equipment.  Suburban has completed an inventory  and  assessment of
relevant Year 2000 issues for such systems and  equipment.  Suburban  expects to
complete all necessary  upgrades to such systems and equipment during the second
half of 1999.

         Suburban's ability to continue normal business operations into the Year
2000 will, to a large extent,  depend upon the individual  Year 2000  compliance
efforts of all of its vendors,  including basic utilities and telecommunications
companies.  In the summer of 1998, Suburban began consideration of the effect of
Year 2000 issues on its vendors and other business  partners.  Written  requests
have been made of the  vendors  to  provide  letters  regarding  their Year 2000
status. The responses to these requests, received to date, indicate for the most
part that its vendors and suppliers are currently,  or will timely be, Year 2000

                                    Page 12
<PAGE>

compliant.  Suburban is replacing  vendors  whose  compliance  is  questionable.
Company owned or operated  hotels are acquiring  additional  stocks of operating
supplies and materials.  The Company  anticipates that during the 3rd quarter of
1999, each such hotel will have a specifically  tailored  contingency plan which
will address  possible  disruptions  in  supplies,  utilities  and  governmental
services.

         At present,  Suburban does not  anticipate  that  material  incremental
costs  will be  incurred  in  connection  with the Year 2000  Project.  To date,
Suburban  has  not  experienced  any  known  negative   impacts  on  operations,
management,  or  financial  reporting  as a  result  of  Year  2000  issues.  No
significant  costs  have  been  incurred  to  date.  Suburban  anticipates  that
remaining Year 2000  preparedness  activities  will be completed  primarily with
existing  internal  personnel.  Accordingly,  the  total  costs of the Year 2000
Project have not been separately estimated,  but are expected to be minimal over
the course of the Project. The Year 2000 Project has not resulted in deferral of
spending for other systems and equipment as planned.  Cost estimates may vary in
the future and will be updated as Suburban considers updating and replacement of
any systems and  applications or learns  additional  information  concerning the
status of its and third parties' Year 2000 compliance.

         Based upon current  information,  Suburban  believes that the Year 2000
problem will not have a material adverse effect on the Company,  its business or
its financial  condition.  There can,  however,  be no assurances that Year 2000
remediation by Suburban or third parties will be properly and timely  completed,
and failure to do so could have a material  adverse  effect on the company,  its
business and its financial condition.  Suburban,  like other hotels,  depends on
the continued support of its customers and the availability of public utilities.
Customers may accelerate or postpone travel and business affairs based upon Year
2000  concerns.  Hotels  may  not be  able  to  operate  if  telecommunications,
transportation,  energy,  water and sewer  availability  are disrupted.  Each of
these "most likely  worst case"  scenarios  is beyond the  immediate  control of
Suburban and would have a material and adverse impact on  occupancies,  revenues
and earnings.  The likelihood and costs of these  interruptions are not known or
presently  quantifiable.  Suburban is in the process of  developing  contingency
plans with  respect to certain  aspects of these  scenarios  and other Year 2000
issues to lessen as much as  possible  their  potential  adverse  impact.  It is
anticipated that each  Company-owned or operated hotel, along with the corporate
headquarters  in  Atlanta,  will  have a  written  contingency  plan  describing
responses to the aforementioned scenarios. The anticipated costs of implementing
these  contingency plans are not presently known. The Company does not expect to
have a plan to overcome the entire  effects on its  business  from a large scale
failure or  disruption of passenger  transportation  or  transportation  systems
generally, the loss of utility and/or  telecommunications  services or errors or
failures in financial transactions, payment processing or banking systems due to
the arrival of the Year 2000.

         Factors that could result in additional costs to and disruptions of the
Company's Year 2000 Project and businesses include,  but are not limited to: new
information  Suburban may discover concerning the status of Year 2000 compliance
of company  systems,  software  and  facilities:  failures of others,  including
public   utilities,    financial   institutions,    communications    companies,
transportation providers, computer manufacturers and software providers, as well
as other  providers  of  resources  upon which  Suburban  relies,  to  identify,
disclose  and address Year 2000 issues  accurately  and on a timely  basis:  the
inability of Year 2000 consultants,  experts and advisers to adequately identify
and  address  Year 2000 issues as planned:  and the  effectiveness  and costs of
contingency plans Suburban may develop as it learns more about the status of its
own and others' Year 2000 compliance and readiness.

 RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"), which was modified by SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of
the effective date of FASB Statement No. 133".  SFAS 133 requires that an entity
recognize all  derivatives  as either assets or liabilities in the balance sheet
and measure those instruments at fair value. The Company plans to adopt SFAS 133
in 2001,  and does not presently  expect such adoption to have any effect on the
Company's financial statements at that time.



                                    Page 13
<PAGE>

FORWARD LOOKING STATEMENTS

         Certain  statements in this  Quarterly  Report on Form 10-Q,  including
statements regarding the Company's activities  pertaining to the approach of the
Year 2000,  constitute  "forward looking  statements"  within the meaning of the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  are generally  identified  by words such as  "expects",  "believes",
"anticipates,"  etc.,  and involve known and unknown  risks,  uncertainties  and
other factors which may cause the actual  results,  performances or achievements
of the Company to be  materially  different  from the  expectation  expressed or
implied  in  such  statements.   Such  factors  include,   among  other  things,
uncertainty  as to  economic  conditions,  consumer  demand  for  extended  stay
lodging,  the  level of  competition  in the  extended  stay  market,  financial
markets, the Company's ability to obtain a new bank line of credit,  development
efficiencies,  weather delays, zoning delays, the Company's financial condition,
its ability to maintain  operational  and financial  systems to manage the rapid
growth it has experienced and the accurateness of the assurances the Company has
received  from  third  parties  concerning  the impact of the Year 2000 on their
products, services and business.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company's  cash and cash  equivalents  are  short-term,  and highly  liquid
investments with original maturities of three months or less. As a result of the
short-term nature of the Company's cash and cash equivalents, a change in market
interest rates does not impact the Company's operating results or cash flow.

At June 30, 1999,  $10.2 million of the Company's  long-term debt bears interest
at rates of approximately  8.4%. These rates are fixed until March 31, 2002. The
remaining $88.7 million of the Company's  long-term debt bears interest at fixed
rates  ranging  from  8.25% to 8.8%.  A change in market  interest  rates is not
expected  to impact the  Company's  fixed rate  obligations  over the next three
years.






                                    Page 14
<PAGE>


PART II.  OTHER INFORMATION AND SIGNATURES

Item 1.  Legal Proceedings

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         On May 11, 1999, the Company held its annual  meeting of  shareholders.
         The purpose of the meeting was to re-elect  two  directors  whose terms
         expired in 1999, and to vote on a proposal to amend the Company's Stock
         Option  and  Incentive  Award  Plan  (the  "Plan)  to  provide  for  an
         additional  250,000  shares  which  may be  issued  thereunder.  At the
         meeting,  Messrs.  David  E.  Krischer  and  Dan J.  Berman  were  both
         re-elected for a three-year  term, which expires in 2002. The number of
         votes cast in favor of Mr. Krischer was 12,897,021, against or withheld
         was  391,835.  The  number  of votes  cast in favor of Mr.  Berman  was
         12,607,021,  against or  withheld  was  681,835.  The  Company's  other
         directors  are Mr. John W.  Spiegel,  whose term  expires in 2000,  and
         Messrs. James R. Kuse and Michael McGovern, whose terms expire in 2001.
         The  proposal  to amend  the Plan  received  9,438,048  votes in favor,
         3,840,583 votes against and there were 10,225 absentions.



Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  27 - Financial Data Schedule (For SEC use only)

         (b)      Reports on Form 8-K

                  The Company  filed a report on Form 8-K on June 15, 1999.  The
                  report was for Item 2,  Acquisition  or Disposition of Assets,
                  covering  the  Company's  purchase of assets  from  GuestHouse
                  International  LLC.  The  report  did  not  include  financial
                  statements.

                  The Company  filed a report on Form 8-K/A on August 13,  1999.
                  The  report  was for Item 2,  Acquisition  or  Disposition  of
                  Assets,   covering  the  Company's  purchase  of  assets  from
                  GuestHouse   International   LLC.  The  report   included  the
                  financial statements listed below.

                  Financial statements of GuestHouse International LLC:

                  1.  Report of Independent  Certified Public  Accountants as
                      of and for the year ended December 31, 1998.

                  2.  Balance Sheet as of December 31, 1998.

                  3.  Statement of Operations for the year ended  December  31,
                      1998.

                  4.  Statement of Changes in  Unitholders'  Equity for the year
                      ended December 31, 1998.

                  5.  Statement of Cash Flows for the year ended December 31,
                      1998.

                  6.  Notes to  Financial  Statements  as of and for the year
                      ended December 31, 1998.

                                    Page 15
<PAGE>

                  7.  Unaudited Balance Sheet as of March 31, 1999.

                  8.  Unaudited Statement of Operations for the three months
                      ended March 31, 1999.

                  9.  Unaudited Statement of Cash Flows for the three months
                      ended March 31, 1999.

                 10.  Notes to Unaudited  Financial  Statements  as of and for
                      the three months ended March 31, 1999.

                 Pro Forma Financial Information:

                  1.  Introduction to Unaudited Pro Forma Financial Information.

                  2.  Unaudited Pro Forma Balance Sheet as of March 31, 1999.

                  3.  Unaudited  Pro  Forma  Statement of  Operations  for  the
                      three months ended March 31, 1999.

                  4.  Unaudited  Pro  Forma  Statement  of  Operations for  the
                      year ended December 31, 1998.

                  5.  Notes to Unaudited Pro Forma Financial Information.




                                   Signatures


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



                                            Suburban Lodges of America, Inc.


Date: August 16, 1999                       By:  /s/ PAUL A. CRISCILLIS, JR.
      ---------------                            ---------------------------
                                                      Paul A. Criscillis, Jr.
                                                      Vice President, Chief
                                                      Financial Officer


Date: August 16, 1999                       By: /s/ ROBERT E. SCHNELLE
     ----------------                           ----------------------
                                                     Robert E. Schnelle
                                                     Vice President, Treasurer
                                                     (Chief Accounting Officer)