<PAGE>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

     For the fiscal year ended                       Commission File Number
         December 31, 2001                                 333-53984

                           APPLE HOSPITALITY TWO, INC.
             (Exact name of registrant as specified in its charter)

                  Virginia                                  54-2010305
       (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                Identification Number)

     10 South Third Street, Richmond, VA                       23219
  (Address of principal executive offices)                  (Zip Code)

                                 (804) 344-8121
              (Registrant's telephone number, including area code)

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

                                      none

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

                                      none

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 10-K. [X]

The common shares of the company are not currently being traded in any market.
Therefore, the common shares did not have either market selling prices or
bid-and-asked prices within 60 days prior to the date of this filing, and the
aggregate market value of the common shares held by non-affiliates of the
registrant is not determinable.

On March 8, 2002, there were outstanding approximately 15,995,117 common shares.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

The portions of the registrant's annual report to security holders for the
fiscal year ended December 31, 2001 (the "2001 Annual Report") referred to in
Part II.

The registrant's Proxy Statement for its 2002 Annual Meeting of Shareholders
referred to in Part II.

                                     PART I

Introduction

This Annual Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1993, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of the company to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include the ability of the company to
implement its acquisition strategy and operating strategy; the company's ability
to manage planned growth; changes in economic cycles and competition within the
extended-stay hotel industry. Although the company believes that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate, and therefore there can be no assurance
that such statements included in this Annual Report will prove to be accurate.
In light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by the company or any other person that the results
or conditions described in such statements or the objectives and plans of the
company will be achieved. In addition, the company's qualification as a real
estate investment trust involves the application of highly technical and complex
provisions of the Internal Revenue Code. Readers should carefully review the
company's financial statements and the notes thereto, as well as the risk
factors described in the company's filings with the Securities and Exchange
Commission.

Item 1.   Business

Apple Hospitality Two, Inc. (together with its subsidiaries, the "company"), is
a Virginia corporation and was incorporated on January 17, 2001, with the first
investor closing occurring on May 1, 2001. The business of the company is to
acquire and operate upper-end extended-stay and limited service hotels. As of
December 31, 2002, the company owned 10 extended stay hotels containing 1,150
units throughout the United States. Each hotel operates as part of the Residence
Inn(R) by Marriott(R) franchise. The hotels are located in Montgomery, Alabama;
Bakersfield, California; Concord, California; San Ramon, California; Meriden,
Connecticut; Atlanta, Georgia; Boston, Massachusetts; Cincinnati, Ohio; Dallas,
Texas; and Houston, Texas. The company's properties are described in greater
detail in Item 2 of this report, which is hereby incorporated herein by
reference.

The company, a self-administered real estate investment trust ("REIT"), operates
in one defined business segment consisting of upscale, extended stay and limited
service hotel properties. The company is a fully


                                       1

<PAGE>

integrated real estate organization with expertise in the extend-stay and
limited service hotel industry. The company leased all hotel properties acquired
to Apple Hospitality Management, Inc., a 100% owned taxable REIT subsidiary,
under the terms of a master hotel lease agreement. The hotels are operated and
managed by Residence Inn(R) by Marriott(R), under a master hotel lease agreement
and a hotel management agreement.

Growth Strategies

The company's objective is to enhance shareholder value by increasing funds from
operations and cash available for distributions. The company focuses on
maximizing the internal growth of its portfolio by selecting properties that
have strong cash flow growth potential.

The company's primary business objectives are to add value to its current hotels
through aggressive asset management, and to build and maintain solid working
relationships with the managers and franchisors for the company's hotels. The
company seeks to increase operating cash flow and enhance its value through both
internal growth and acquisitions. The company's internal growth strategy is to
utilize its asset management expertise to improve the quality of its hotels by
renovating, redeveloping and thereby improving hotel revenue performance, and to
participate, through the master hotel lease agreements, in any growth in
revenues at its hotels.

The company believes that its planned future renovation and redevelopment
activities will continue to increase revenue per available room ("REVPAR")
growth at its hotels, thereby increasing lease revenue to the company. The
company is committed to fund 5% of gross revenue per month for certain capital
expenditures for periodic replacement or refurbishment of furniture, fixtures
and equipment. As of December 31, 2001, the company had $2,254,674 held in
escrow for the furniture, fixture and equipment reserve.

The company believes that acquisition opportunities in upscale extended-stay and
limited service hotel markets will continue.


Acquisition from Crestline Capital Corporation

On September 28, 2001, the company acquired a limited partnership that, through
a subsidiary, owns 10 extended-stay hotels. Although the acquisition involved
the transfer of ownership interests in a limited partnership, the purpose and
result was the company's acquisition of the hotels. Each hotel operates as part
of the Residence Inn(R) by Marriott(R) franchise. The hotels are described in
detail in Item 2 below. The sellers were Crestline Capital Corporation and
certain subsidiaries. No seller had any material relationship to the company,
its affiliates, or its directors or officers (although the company made a
short-term loan to Crestline Capital Corporation before the closing, as
described below). The total base purchase price for the acquisition was $119
million. The purchase price, as subject to certain adjustments at closing, was
paid through a combination of transactions. In May 2001, the company made a
deposit of just over $1 million, which was applied toward the purchase price at
closing. On May 31, 2001, the company provided a short-term secured loan to
Crestline Capital Corporation in the amount of $47 million. The loan amount,
plus about $1.5 million in interest, also was applied toward the purchase price.
In addition, the company made a cash payment of approximately $19.5 million at
closing. The company's source for these funds, which consist of approximately
$69 million in the aggregate, was its ongoing and registered public offering of
units (with each unit consisting of one Common Share and one Series A Preferred
Share). To satisfy the remainder of the purchase price, the company received a
credit at closing equal to the unpaid balance


                                       2

<PAGE>

of an existing long-term loan, which is secured by the hotels, from Bank of
America, N.A. The loan will continue to be an obligation of the subsidiary that
directly owns the hotels.Further details about this loan are provided in the
next section. The company also used the proceeds of its ongoing offering to pay
2% of the total base purchase price, which equals $2,380,000, as a commission to
Apple Suites Realty Group, Inc. This entity is owned by Glade M. Knight, who is
one of the company's directors and its Chief Executive Officer.

New Subsidiaries

The company formed two direct wholly-owned subsidiaries to obtain the 10 hotels.
One of these subsidiaries, AHT Res III GP, Inc., acquired the entire general
partnership interest in Marriott Residence Inn USA Limited Partnership and now
holds a 1% interest as its sole general partner. The other newly-formed
subsidiary, AHT Res III LP, Inc., acquired the entire limited partnership
interest in that partnership and now holds a 99% interest as its sole limited
partner. The partnership owns 100% of the equity in Residence Inn III LLC, which
directly owns all of the hotels. The company also acquired 100% of the stock in
Crestline Res III Corporation, which serves as the independent managing member
of Residence Inn III LLC (without having any equity interest).

Loan Secured By Hotels

Residence Inn III LLC, the direct owner of the hotels, is the borrower
under a loan from Bank of America, N.A. in the original principal amount of
$55,588,000. On September 28, 2001, the unpaid principal balance was
$53,256,408. The loan is secured by a mortgage on the hotels and by related
liens on their rents and profits, but is generally non-recourse to Residence Inn
III LLC, as the borrower. As a result, the lender generally is required to
enforce its liens on the hotels, and their rents and profits, instead of taking
any actions against the borrower. The lender will have recourse against the
borrower upon certain events, such as a violation by the borrower of its
covenant not to (a) sell or transfer any of the hotels, or (b) permit other
liens on the hotels or on their rents or profits. The loan is evidenced by a
promissory note dated December 29, 1999. The promissory note has a stated annual
interest rate of 8.08% and requires monthly payments of $489,067.76. The
maturity date is January 1, 2010. A balloon payment in the amount of
approximately $35.4 million is scheduled to be due at maturity. At the request
of the lender, the company has agreed, in its capacity as a principal of the
borrower, that the limited recourse provisions of the promissory note also will
apply to the company. The same agreement was made by Apple Suites Advisors,
Inc., which is owned by Glade M. Knight, who is one of the company's directors
and its Chief Executive Officer. Apple Suites Advisors, Inc. will be released
from the promissory note, however, providing the debt service coverage ratio for
the loan reaches a specified target. These agreements by us and by Apple Suites
Advisors, Inc. were executed in connection with a consent and release, which is
one of the material contracts described in the next section.

The company expects that revenues from the hotels will be sufficient to make
monthly payments under the promissory note. If hotel revenues are not
sufficient, the company could lose the hotels through foreclosure. In addition,
if the company's non-recourse protection is not available under the terms of the
promissory note, the company may be required to use the proceeds from its
on-going offering to make payments to the lender. While the loan remains
outstanding, certain covenants apply to Residence Inn III LLC, as the borrower.
Among other things, these covenants (a) prohibit the borrower from engaging in
any business that is not related to the hotels or the loan, (b) require the
borrower to maintain a separate legal identity, (c) restrict the transfer of
ownership interests in the borrower or the hotels, and (d) limit the extent to
which the organizational documents of the borrower may be modified. In addition,
the lender has required us to appoint two independent directors for


                                       3

<PAGE>

Crestline Res III Corporation, which is the independent managing member of the
borrower.

Commitments

The company has an ongoing capital commitment to fund its capital improvements.
The company, through the lessee, is required, under the Agreement, to make
available to the lessee, for the repair, replacement and refurbishing of
furniture, fixtures, and equipment, an amount of 5% of gross revenues provided
that such amount may be used for capital expenditures made by the company with
respect to the hotels. The company expects that this amount will be adequate to
fund the required repair, replacement, and refurbishments and to maintain its
hotels in a competitive condition. At December 31, 2001, $2,254,674 was held in
escrow for the furniture, fixture and equipment reserve.

Seasonality

The hotel industry is seasonal in nature. Seasonal variations in revenues at the
hotels under lease may cause quarterly fluctuations in the company's revenues,
particularly in the fourth quarter.

Item 2.   Properties

Property Descriptions and Characteristics

As of December 31, 2001, the company owned 10 Residence Inn(R) by Marriott(R)
Hotels comprising of 1,150 suites. The hotels are located in 7 states. The
following table sets forth specific information regarding the Company's hotels:

<TABLE>
<CAPTION>
                                                                                                   Gross
                              Year           Date                               Initial          Carrying       Number
Location                   Completed       Acquired        Encumbrances     Acquisition Cost       Value       of Rooms
--------                   ---------       --------        ------------     ----------------       -----       --------
<S>                        <C>          <C>                <C>                <C>               <C>              <C>
Montgomery, Ala.                1990     September 2001    $ 2,643,717      $   5,989,633     $   6,093,331        94
Bakersfield, Calif.             1990     September 2001      4,229,948          9,436,951         9,548,325       114
Concord, Calif.                 1990     September 2001      6,873,664         21,741,476        21,829,575       126
San Ramon, Calif.               1990     September 2001      5,816,183         18,989,430        19,084,639       106
Meriden, Conn.                  1990     September 2001      4,758,690          9,092,070         8,737,890       106
Atlanta, Ga.                    1990     September 2001      4,758,692         12,117,063        12,256,063       126
</TABLE>

                                       4

<PAGE>

<TABLE>
<S>                     <C>    <C>               <C>               <C>               <C>              <C>
Boston, Mass.           1990    September 2001      7,402,407         17,437,874        17,661,555         130
Cincinnati, Ohio        1990    September 2001      5,257,434          7,045,270         7,196,142         118
Las Colinas, Texas      1989    September 2001      5,816,177          9,667,592         9,778,017         120
Houston, Texas          1990    September 2001      5,287,434          9,862,641         9,977,631         110
                                                  -----------      -------------     -------------     -------
                                                  $52,874,346      $ 121,380,000     $ 122,163,168       1,150
                                                  ===========      =============     =============     =======
</TABLE>

Item 3.   Legal Proceedings

Neither the company nor any of its properties is presently subject to any
material litigation nor, to the company's knowledge, is any litigation
threatened against the company or any of the properties, other than routine
actions arising in the ordinary course of business, some of which are expected
to be covered by liability insurance and all of which collectively are not
expected to have a material adverse effect on the business or financial
condition or results of operations of the company.

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

None.
                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters

There is currently no established public market in which the company's common
shares are traded.

Common Shares

On March 20, 2002, there were 5,630 beneficial shareholders of the company's
common shares.

Distributions of $5,768,805 were made to the shareholders during 2001.
Distributions were $.25 per share per quarter for the 2/nd/, 3/rd/, and 4/th/
quarters of 2001. The timing and amounts of distributions to shareholders are
within the discretion of the company's board of directors. Future distributions
will depend on the company's results of operations, cash flow from operations,
economic conditions and other factors, such as working capital, cash
requirements to fund investing and financing activities, capital expenditure
requirements, including improvements to and expansions of properties and the
acquisition of additional properties, as well as the distribution requirements
under federal income tax provisions for qualification as a REIT. The company's
distributions to its shareholders also may be limited by the agreements
pertaining to the company's unsecured lines of credit.

The following tables set forth information concerning the company's on-going
offering as of December 31, 2001:

                                       5

<PAGE>

     Common Shares
     -------------
     Registered:
     ----------

      3,157,895        Common Shares      $9 per Common Share      $ 30,000,000
     17,000,000        Common Shares      $10 per Common Share     $170,000,000

     Totals:
     20,157,895        Common Shares                               $200,000,000


     Common Shares
     -------------
     Sold:
     -----

      3,157,895        Common Shares      $9 per Common Share      $ 30,000,000
     10,749,827        Common Shares      $10 per Common Share     $107,498,266

     Totals:
     13,907,721        Common Shares                               $137,498,266

Preferred Shares

The company's articles of incorporation authorize its issuance of up to 15
million additional preferred shares. No preferred shares other than the Series A
preferred shares and the Series B convertible preferred shares (discussed below)
have been issued.

The company believes that the authorization to issue additional preferred shares
benefits it and its shareholders by permitting flexibility in financing
additional growth, giving it additional financing options in its corporate
planning and in responding to developments in its business, including financing
of additional acquisitions and other general corporate purposes. Having
authorized preferred shares available for issuance in the future gives it the
ability to respond to future developments and allows preferred shares to be
issued without the expense and delay of a special shareholders' meeting.

At present, the company has no specific financing or acquisition plans involving
the issuance of additional preferred shares and it does not propose to fix the
characteristics of any series of preferred shares in anticipation of issuing
preferred shares. The company cannot now predict whether or to what extent, if
any, additional preferred shares will be used or if so used what the
characteristics of a particular series may be.

The voting rights and rights to distributions of the holders of common shares
will be subject to the prior rights of the holders of any subsequently-issued
preferred shares. Unless otherwise required by applicable law or regulation, the
preferred shares would be issuable without further authorization by holders of
the common shares and on such terms and for such consideration as may be
determined by the board of directors. The preferred shares could be issued in
one or more series having varying voting rights, redemption and conversion
features, distribution (including liquidating distribution) rights and
preferences, and other rights, including rights of approval of specified
transactions. A series of preferred shares could be given rights that are
superior to rights of holders of common shares and a series having preferential
distribution rights could limit common share distributions and

                                        6

<PAGE>

reduce the amount holders of common shares would otherwise receive on
dissolution.


Series A Preferred Shares

The Series A preferred shares have no voting rights, no distribution rights and
no conversion rights. In addition, the Series A preferred shares are not
separately tradable from the common shares to which they relate. The only right
associated with each Series A preferred share is a priority distribution upon
the sale of the company's assets. The priority distribution will be equal to
$10.00 per Series A preferred share, and no more, before any distribution will
be made to the holders of any other shares. Upon that distribution the Series A
preferred shares will have no other distribution rights.


Series B Convertible Preferred Shares

The company's authorized capital stock includes 240,000 Series B convertible
preferred shares. There are no dividends payable on the Series B convertible
preferred shares. Holders of more than two-thirds of the Series B convertible
preferred shares must approve any proposed amendment to the Articles of
Incorporation that would adversely affect the Series B convertible preferred
shares.

Upon the company's liquidation, the holder of the Series B convertible preferred
shares is entitled to a priority liquidation payment. However the priority
liquidation payment of the holders of the Series B convertible preferred shares
is junior to the holders of the Series A preferred shares distribution rights.
The holder of a Series B convertible preferred share is entitled to a
liquidation payment of $10 per number of common shares into which each Series B
convertible preferred share would convert. In the event that the liquidation of
the company's assets results in proceeds that exceed the distribution rights of
the Series A preferred shares and the Series B convertible preferred shares, the
remaining proceeds will be distributed between the common shares and the Series
B convertible preferred shares, on an as converted basis.

The Series B convertible preferred shares are convertible into Units upon and
for 180 days following the occurrence of either of the following events:

(1)  the company transfer substantially all of its assets, stock or business,
     whether through exchange, merger, consolidation, lease, share exchange or
     otherwise, or

(2)  the Advisory Agreement with Apple Suites Advisors is terminated or expires
     without renewal.

Mr. Knight, as the chief executive officer of each party to the advisory
agreement, can influence or control its termination or non-renewal. Accordingly,
Mr. Knight can influence or control both the conversion of the Series B
convertible preferred shares issued to him and the resulting dilution of other
shareholders. Upon the occurrence of either triggering event and for purposes of
determining the liquidation payment due to each holder of a Series B convertible
preferred share, each Series B convertible preferred share is convertible into a
number of Units based upon the gross proceeds raised through the date of
conversion in the offering.


                                       7

<PAGE>

On-going Offering

The company is currently conducting an on-going offering. The company registered
its units (each unit consists of one common share and one Series A preferred
share) on Registration Statement Form S-11 (File No. 333-53984). The company
began its best-efforts offering (the "Offering") of its units, no par value on
the same day the Registration Statement was declared effective by the Securities
and Exchange Commission. The managing underwriter is David Lerner Associates,
Inc. The Offering is continuing as of the date of filing this Report on Form
10-K. All of the units are being sold for the account of the company.


Subsequent Acquisition

On March 29, 2002, the company closed on a merger with Marriott Residence Inn
Limited Partnership for the purchase of 15 extended-stay hotels. The aggregate
purchase price was $135 million, which included the assumption of $91 million in
debt. The remainder was satisfied with $35 million already on deposit and
additional cash.

Item 6.    Selected Financial Data

For the information called for by this item, see the information in Exhibit 13
under the caption "Selected Financial Data" on page 17 thereof, which
information is hereby incorporated by reference herein.

The selected financial data should be read in conjunction with the financial
statements and related notes of the company included under Item 8 of this
Report.

Item 7/7a.    Management's Discussion and Analysis of Financial Condition and
Results of Operation/Market Risk Disclosure.

For the information called for by this item, see the information in Exhibit 13
under the caption "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 18-23 thereof, which information is hereby
incorporated herein by reference.

Item 8.    Financial Statements and Supplementary Data.

The financial statements of the company and report of independent auditors
required to be included in this item are set forth in Item 14 of this report and
are hereby incorporated herein by reference.

Item 9.    Changes in and Disagreement with Accountants on Accounting and
Financial Disclosure.

None.


                                       8

<PAGE>

                                    PART III

Item 10.   Directors and Executive Officers of the Registrant

For information with respect to the company's directors and director nominees
see the information under "Ownership of Equity Securities" and "Election of
Directors" in the company's Proxy Statement dated April 8, 2002, which
information is hereby incorporated herein by reference. For information with
respect to the company's executive officers see "Executive Officers" in the
company's Proxy Statement dated April 8, 2002, which information is hereby
incorporated herein by reference.

Item 11.   Executive Compensation

For information with respect to compensation of the company's executive officers
and directors, see the information under "Compensation of Executive Officers"
and "Compensation of Directors" in the company's Proxy Statement dated April 8,
2002, which information is hereby incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management

See the information under "Ownership of Equity Securities" in the company's
Proxy Statement dated April 8, 2002, which information is hereby incorporated
herein by reference.

Item 13.   Certain Relationships and Related Transactions

For information on certain relationship and related transactions, see the
information under "Certain Relationships and Agreements" in the company's Proxy
Statement dated April 8, 2002, which information is hereby incorporated herein
by reference.


                                       9

<PAGE>

                                     PART IV

Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

The following consolidated financial statements of the registrant are included
in Item 8 and incorporated by reference from pages 25-36 of Exhibit 13.

          1.     Financial Statements of Apple Hospitality Two, Inc.

                 Independent Auditors' Report
                                   Ernst & Young LLP

                 Consolidated Balance Sheets
                                   December 31, 2001 and January 17, 2001
                                   (initial capitalization)

                 Consolidated Statements of Operations
                                   For the period January 17, 2001 (initial
                                   capitalization) through December 31, 2001

                 Consolidated Statements of Shareholders' Equity
                                   For the period January 17, 2001 (initial
                                   capitalization) through December 31, 2001

                 Consolidated Statements of Cash Flows
                                   For the period January 17, 2001 (initial
                                   capitalization) through December 31, 2001

                 Notes to Consolidated Financial Statements

          2.     Financial Statement Schedules

                 Schedule III - Real Estate and Accumulated Depreciation
                 (Incorporated herein by reference to page F-18 of the company's
                 Registration Statement on Form S-11 (File No. 333-84098) filed
                 March 11, 2002)

                 All other financial statement schedules have been omitted
                 because they are not applicable or not required or because the
                 required information is included elsewhere in the financial
                 statements or notes thereto.

          3.     Exhibits

                 Incorporated herein by reference are the exhibits listed under
                 "Exhibits Index" of this Form 10-K Report.

                                       10

<PAGE>

               (b)  Reports on Form 8-K

               During the last quarter of 2001, the company filed the following
               Current Reports on Form 8-K:

               On October 16, 2001, the registrant filed a Report on Form 8-K
               The item reported was Item 2 and 7 (acquisition of hotels located
               in Montgomery, Alabama; Bakersfield, California; Concord,
               California; Meriden, Connecticut; Atlanta, Georgia; Boston,
               Massachusetts; Cincinnati, Ohio; Las Colinas, Texas; and Houston,
               Texas).

               On December 16, 2001, the registrant filed Amendment No. 1 to
               Report on Form 8-K. The item reported was Item 7 (financial
               statements for the acquisition of hotels located in Montgomery,
               Alabama; Bakersfield, California; Concord, California; San Ramon,
               California; Meriden, Connecticut; Atlanta, Georgia; Boston,
               Massachusetts; Cincinnati, Ohio; Las Colinas, Texas; and Houston,
               Texas).


                                       11

<PAGE>

                    Supplemental Information To Be Furnished
                  With Reports Filed Pursuant to Section 15(d)
                    of the Act by Registrants Which Have Not
                       Registered Securities Pursuant To
                             Section 12 of the Act


     The Company's Definitive Proxy Statement and annual report to shareholders,
portions of which are incorporated by reference in response to certain items in
this Form 10-K Annual Report, will be furnished to security holders after the
date of the filing of this Form 10-K Annual Report. Such Definitive Proxy
Statement and annual report to shareholders will be furnished to the Securities
and Exchange Commission when they are sent to security holders.



                                       12

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                       Apple Hospitality Two, Inc.


                       By: /s/ Glade M. Knight             Date:  April 1, 2002
                             ------------------------            ---------
                             Glade M. Knight,
                             Chairman of the Board,
                             Chief Executive Officer,
                             and President

                       By: /s/ David S. McKenney           Date:  April 1, 2002
                            -------------------------            ---------
                             David S. McKenney,
                             Senior Vice President
                             Chief Financial Officer
                             and Treasurer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the date indicated.

<TABLE>
<CAPTION>
                Signature                                      Capacities                       Date
                ---------                                      ----------                       ----
<S>                                               <C>                                     <C>
     /s/ Glade M. Knight                          Director, Chief Executive Officer,      April 1, 2002
___________________________________________
         Glade M. Knight                          and President

     /s/ Lisa B. Kern                             Director                                April 1, 2002
____________________________________________
         Lisa B. Kern

     /s/ Bruce H. Matson                          Director                                April 1, 2002
____________________________________________
         Bruce H. Matson

     /s/ Michael S. Waters                        Director                                April 1, 2002
____________________________________________
         Michael S. Waters

     /s/ Robert M. Wily                           Director                                April 1, 2002
____________________________________________
         Robert M. Wily
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

NUMBER     DESCRIPTION OF DOCUMENTS
------     ------------------------

  1.1      Form of Agency Agreement between the Registrant and David Lerner
           Associates, Inc. with form of selected Dealer Agreement attached as
           Exhibit A thereto (incorporated by reference to Exhibit 1.1 to
           Registration Statement on Form S-11 (File No. 333-53984) filed on
           January 19, 2001)
  1.2      Form of Escrow Agreement (incorporated by reference to Exhibit 1.2 to
           Registration Statement on Form S-11 (File No. 333-53984) filed on
           January 19, 2001)
  3.1      Amended and Restated Articles of Incorporation of the Registrant
           (incorporated by reference to Exhibit 3.1 to Registration Statement
           on Form S-11 (File No. 333-53984) filed on January 19, 2001)
  3.2      Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
           Registration Statement on Form S-11 (File No. 333-53984) filed on
           January 19, 2001)
 10.1      Form of Advisory Agreement between the Registrant and Apple Suites
           Advisors (incorporated by reference to Exhibit 10.1 to Registration
           Statement on Form S-11 (File No. 333-53984) filed on January 19,
           2001)
 10.2      Form of Property Acquisition/Disposition Agreement between the
           Registrant and Apple Suites Realty (incorporated by reference to
           Exhibit 10.2 to Registration Statement on Form S-11 (File No.
           333-53984) filed on January 19, 2001)
 10.3      Form of Form of Apple Hospitality Two, Inc. 2001 Incentive Plan
           (incorporated by reference to Exhibit 10.3 to Registration Statement
           on Form S-11 (File No. 333-53984) filed on January 19, 2001)
 10.4      Form of Apple Hospitality Two, Inc. 2001 Non-Employee Directors Stock
           Option Plan (incorporated by reference to Exhibit 10.4 to
           Registration Statement on Form S-11 (File No. 333-84098) filed on
           January 19, 2001)
 10.5      Purchase Agreement between Residence Inn III LLC, as Seller, and
           Apple Hospitality Two, Inc., as Purchaser, dated as of May 18, 2001
           (incorporated by reference to Exhibit 10.1 as included in Amendment
           No. 1 to Current Report on Form 8-K (File No. 333-53984) originally
           filed on October 16, 2001)
 10.6      Amendment and Joinder to Purchase Agreement entered into by Residence
           Inn III LLC and Apple Hospitality Two, Inc., and Joined in by
           Marriott Residence Inn USA Limited Partnership, as Seller, dated as
           of July 30, 2001 (incorporated by reference to Exhibit 10.2 as
           included in Amendment No. 1 to Current Report on Form 8-K (File No.
           333-53984) originally filed on October 16, 2001)
 10.7      Second Amendment and Joinder to Purchase Agreement entered into by
           Residence III LLC, Apple Hospitality Two, Inc. and Marriott Residence
           Inn USA Limited Partnership, and Joined in by Crestline Capital
           Corporation, CC USAGP LLC, CCMH Desert Springs Corporation and CCRI
           USA LLC, dated as of August 31, 2001 (incorporated by reference to
           Exhibit 10.3 as included in Amendment No. 1 to Current Report on Form
           8-K (File No. 333-53984) originally filed on October 16, 2001)
 10.8      Consent and Amendment Agreement with Release by and between Wells

<PAGE>

             Fargo Bank Minnesota, N.A., as Trustee for the registered
             certificate holders of certain Commercial Mortgage Pass-Through
             Certificates, Series 2000-2, and Residence Inn III LLC, dated as of
             September 28, 2001 (incorporated by reference to Exhibit 10.4 as
             included in Amendment No. 1 to Current Report on Form 8-K (File No.
             333-53984) originally filed on October 16, 2001)
10.9         Environmental Indemnity Agreement by Apple Hospitality Two, Inc.
             and Apple Suites Advisors in favor of Wells Fargo Bank Minnesota,
             N.A., as Trustee for the registered certificate holders of certain
             Commercial Mortgage Pass-Through Certificates, Series 2000-2, dated
             as of September 28, 2001 (incorporated by reference to Exhibit 10.5
             as included in Amendment No. 1 to Current Report on Form 8-K (File
             No. 333-53984) originally filed on October 16, 2001)
10.10        Master Hotel Lease Agreement by and between Residence Inn III LLC
             and Apple Hospitality Management, dated as of September 28, 2001
             (incorporated by reference to Exhibit 10.6 as included in Amendment
             No. 1 to Current Report on Form 8-K (File No. 333-53984) originally
             filed on October 16, 2001)
10.11        Amended And Restated Management Agreement by and between Apple
             Hospitality Management, Inc. and Residence Inn By Marriott, Inc.,
             dated as of September 28, 2001 (incorporated by reference to
             Exhibit 10.7 as included in Amendment No. 1 to Current Report on
             Form 8-K (File No. 333-53984) originally filed on October 16, 2001)
10.12        Owner Agreement, by and between Residence Inns III LLC, Apple
             Hospitality Management, Inc. and Residence Inn By Marriott, Inc.,
             dated as of September 28, 2001 (incorporated by reference to
             Exhibit 10.8 as included in Amendment No. 1 to Current Report on
             Form 8-K (File No. 333-53984) originally filed on October 16, 2001)
10.13        Non-Disturbance Agreement and Consent of Manager by Apple
             Hospitality Management, Inc. and Residence Inn III LLC to Wells
             Fargo Bank Minnesota, N.A., as Trustee for the registered
             certificate holders of certain Commercial Mortgage Pass-Through
             Certificates, Series 2000-2, consented and agreed to by Residence
             Inn By Marriott, Inc., dated as of September 28, 2001 (incorporated
             by reference to Exhibit 10.9 as included in Amendment No. 1 to
             Current Report on Form 8-K (File No. 333-53984) originally filed on
             October 16, 2001)
13.1         2001 Annual Report of Apple Hospitality Two, Inc. (Filed Herewith)
21.1         Subsidiaries of the Registrant (Filed Herewith)
23.1         Consent of Ernst & Young LLP (Filed Herewith)