TABLE OF CONTENTS




|                                         |                                                                                               |  |  |  |  |  |  | 
|---------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|FORWARD LOOKING STATEMENTS              
|PART I                                  
|                                         | Item 1. Business                                                                             
|                                         | Item 2. Properties                                                                           
|                                         | Item 3. Legal Proceedings                                                                    
|                                         | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                                 
|                                         | Item 5. Market for Registrants Common Shares and Related Shareholder Matters                
|                                         | Item 6. Selected Financial Data                                                              
|                                         | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                         | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                          
|PART III                                
|                                         | Item 10. Directors and Executive Officers of the Registrant                                  
|                                         | Item 11. Executive Compensation                                                              
|                                         | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                                         | Item 13. Certain Relationships and Related Transactions                                      
|INDEX TO FINANCIAL STATEMENTS           
|REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
|PART IV                                 
|                                         | Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.                   
|SIGNATURES                              
|EXHIBIT INDEX                           



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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 December 31, 1999 | Commission file number 001-11975

Boykin Lodging Company

(Exact Name of Registrant as Specified in Its
Charter)


|                                                                                                               |  |                                               
|-------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|Ohio(State or Other Jurisdiction of Incorporation or
	Organization)                                            |  | 34-1824586(I.R.S. Employer Identification No.)
|                                                                                                              
|Guildhall Building, Suite 1500,
	45 W. Prospect Avenue
	Cleveland, Ohio(Address of Principal Executive Office) |  | 44115(Zip Code)                               
|                                                                                                              
|(216) 430-1200(Registrants telephone number, including area code)                                            

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

|                                 |  |                                     
|-------------------------------- |  | ------------------------------------
|Title of Class                   |  | Name of Exchange on Which Registered
|                                 |  |                                     
|Common Shares, Without Par Value |  | New York Stock Exchange             

Securities registered pursuant to Section 12(g) of the
Act: None

Indicate by check mark whether the registrant (1) has filed all
reports 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 aggregate market value of the voting stock held by
non-affiliates of the registrant, as of March 17, 2000, was
approximately $210 million.

As of March 17, 2000, the registrant had 17,131,240 common
shares issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Definitive Proxy Statement for the Annual Meeting of Shareholders
 to be held May 23, 2000, into Part III, Items 10, 11, 12, and
13.



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##### Table of Contents






FORWARD LOOKING STATEMENTS

This Form 10-K contains statements that constitute
forward-looking statements. Those statements appear in a number
of places in this Form 10-K and the documents incorporated
by reference herein and include statements regarding the intent,
belief or current expectations of Boykin Lodging Company, its
directors or its officers with respect to:



| |   |                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------
| |  | Leasing, management or performance of the hotels;                                                                              
|
| |  | Adequacy of reserves for renovation and refurbishment;                                                                         
|
| |  | Potential acquisitions and dispositions by Boykin;                                                                             
|
| |  | Boykins financing plans;                                                                                                      
|
| |  | Boykins policies regarding investments, acquisitions,
	dispositions, financings, conflicts of interest and other
	matters; and
|
| |  | Trends affecting Boykins or any hotels financial
	condition or results of operations.                                        

You are cautioned that any such forward-looking statement is not
a guarantee of future performance and involves risks and
uncertainties, and that actual results may differ materially from
 those in the forward-looking statement as a result of various
factors. The information contained in this Form 10-K and in
the documents incorporated by reference herein identifies
important factors that could cause such differences, including,
but not limited to, financial performance, real estate
conditions, execution of hotel acquisition programs, changes in
local or national economic conditions, increased competition, and
 other similar variables.

With respect to any such forward-looking statement that includes
a statement of its underlying assumptions or bases, we caution
that, while we believe such assumptions or bases to be reasonable
 and have formed them in good faith, assumed facts or bases
almost always vary from actual results, and the differences
between assumed facts or bases and actual results can be material
 depending on the circumstances. When, in any forward-looking
statement, we or our management express an expectation or belief
as to future results, that expectation or belief is expressed in
good faith and is believed to have a reasonable basis, but there
can be no assurance that the stated expectation or belief will
result or be achieved or accomplished.




PART I






Item 1.  Business


(a)  General Development of Business

About Boykin Lodging Company and Its Strategies

Boykin Lodging Company, an Ohio corporation, is a real estate
investment trust that currently owns interests in 32 hotels
throughout the United States and leases its properties to
established hotel operators. Our primary business strategies are:



| |   |                                                  
| | - | -------------------------------------------------
| |  | maximizing revenue growth in our hotels through 

| |   |                                                         
| | - | --------------------------------------------------------
| |  | strong management performance from our lessee/operators;
| |  | selective renovation;                                   
| |  | expansion and development; and                          
| |  | improved brand repositioning;                           



| |   |                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | acquiring upscale, full-service commercial and resort hotels that
	 will increase our cash flow and are purchased at a discount to
	their replacement cost, and; 
|
| |  | developing strategic alliances and relationships with a network
	of high-quality hotel operators and franchisors of the hotel
	industrys premier upscale brands.

Our management has substantial hotel operating, development,
acquisition and transactional experience. Our executives have
over 100 years combined of experience in the hotel industry
and have directly overseen the

1



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##### Table of Contents





Formation and Initial Public Offering

Boykin Lodging Company was formed to continue and expand the
40-year history of hotel ownership, acquisition, redevelopment
and repositioning activities of its predecessors, Boykin
Management Company and its affiliates (the Boykin
Group). We completed our initial public offering
(IPO) in November 1996 and, through Boykin Hotel
 Properties, L.P., an Ohio limited partnership (the
Partnership), we acquired nine hotel properties in
which the Boykin Group held significant ownership interests,
seven of which the Boykin Group has owned and managed since their
 opening. Boykin Lodging Company currently has a 92.1% ownership
interest in and is the sole general partner of the Partnership.

Major Events Since the IPO



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Since the IPO, consistent with our strategies, we have acquired
	23 hotels containing 6,702 guest rooms, bringing the total number
	 of hotels we have an ownership interest in to 32 hotels at
	December 31, 1999, with a total of 9,110 guest rooms. During
	 this period, we established new strategic alliances with several
	 high quality hotel lessee/operators and premier franchisors. We
	also made significant renovations at eleven of our hotels and
	reflagged/repositioned three hotels. In 1999, 1998 and 1997, we
	spent $22.1 million, $32.5 million and
	$13.5 million, respectively, on renovations. This
	represented 7 percent, 14 percent and 11 percent of
	1999, 1998 and 1997 hotel revenues, respectively, significantly
	above the hotel industry standard of four percent.                          
|
| |  | Since the IPO, we increased our debt capacity from a $75 million
	secured credit facility to a $175 million unsecured facility
	 and a $45 million secured facility. In 1998, we also put in
	 place $130 million of favorable rate term debt financing at
	 a fixed interest rate of 6.9% for ten years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | In February 1998, we completed a follow-on public equity
	offering of 4.5  million common shares, netting proceeds of
	approximately $106.3  million. We used the proceeds to repay
	 existing indebtedness under our credit facility, purchase
	limited partnership units from two unaffiliated limited partners,
	 fund the acquisitions of two hotels purchased in March 1998
	 and for general corporate purposes.                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | In May 1998, we completed our merger with Red Lion Inns
	Limited Partnership, in which we acquired Red Lion Inns Operating
	 L.P. (OLP) which owns a portfolio of ten
	DoubleTree-licensed hotels. In the transaction, we issued
	3.1 million common shares and paid approximately $35.3 
	 million in cash to the Red Lion limited partners and general
	partner. The total consideration value, including assumed
	liabilities of approximately $155.7 million and common
	shares issued valued at $80.3 million, was
	$271.3 million.                                                                                                                                                                                                                                                                                       
|
| |  | In February 1999, we formed a joint venture with AEW
	Partners III, L.P. (AEW), an investment partnership
	managed by AEW Capital Management, L.P., a Boston-based real
	estate investment firm that manages a portfolio of approximately
	$6 billion. This joint venture provides us with the ability
	to continue our acquisition and growth strategies with private
	capital at a time when public capital sources are limited and we
	expect to see attractive buying opportunities. AEW will provide
	$50 million of equity capital for the joint venture, and
	Boykin will provide approximately $17  million and serve as
	the operating partner of the joint venture.                                                                                                                                                  
|
| |  | In August 1999, the Boykin/ AEW venture partnered with a
	private investor, forming Boykin Chicago, LLC (Boykin
	Chicago), in which Boykin/ AEW has a 75% interest.
	Boykins initial investment in this joint venture was
	approximately $4.3 million. Boykin Chicago purchased the
	421-room Executive Plaza Hotel located in Chicago, Illinois for
	cash consideration of $48 million or approximately $114,000
	per room. The purchase price was funded through cash
	contributions from the partners and $30 million of
	non-recourse debt, secured by the hotel. We have an 18.75%
	effective ownership interest in Boykin Chicago through our joint
	venture with AEW. Our share of the results of Boykin Chicago have
	 been reflected in the accompanying financial statements under
	the equity method of accounting.

2



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##### Table of Contents



(b) Financial Information About Industry Segments

All of Boykins operations are in the hotel industry.

(c) Narrative Description of Business

Our primary business objectives are to maximize current returns
to our shareholders by increasing cash flow available for
distribution and long-term total returns to shareholders through
appreciation in value of our common shares. We seek to achieve
these objectives through participation in increased revenues from
 our hotels pursuant to lease agreements with tenants that
provide us with the greater of a base rental income or a
percentage of revenues from hotel operations. We also seek to
achieve these objectives by selective acquisition, ownership,
redevelopment, repositioning and expansion of additional hotel
properties as well as timely disposition of non-strategic assets.
 We will seek to continue to invest in properties whose
performance we can improve with our established industry and
marketing expertise.

Boykins Hotel Portfolio

Our hotel portfolio includes 30 full-service hotels and two
limited-service hotels, all of which compete in the upscale to
moderate price segment of the hospitality market. For the year
ended December 31, 1999, our hotels had an average occupancy
 rate of 68.5%, an average daily rate (ADR) of $91.88
 and revenue per available room (REVPAR) of $62.92.
Refer to Item 2(a) Hotel Properties on page 10 for a
listing of our hotels. Also refer to Item 7 
Managements Discussion and Analysis of Financial
Condition and Results of Operations on page 20 for a chart
of hotel operating data for 1999 and 1998.

How Boykin Applies Its Business Strategies

A.  Internal Growth from Strong Management,
Renovation, and Development and Repositioning

1.  Strong Management Performance

We believe that the revenue and cash flow from our hotels will be
 maximized by intensive management and marketing. We intend to
derive increased cash flow through the application of our
lessees operating strategies, which include active hotel
revenue maximization (also referred to as effective yield
management). We believe that our lessees commitment to
customer service and the experience of their management teams
positions us to capitalize on the expected continuing demand in
our markets.

We also believe that, based on our historical operating results,
the location of our hotels, and the strength of our own and our
lessees management teams, the portfolio should provide us
with the opportunity for cash flow growth through the percentage
leases.

2.  Capital Expenditure and Renovation Strategy

We believe that our regular program of capital improvements at
our hotels, including replacement and refurbishment of furniture,
 fixtures, and equipment, helps maintain and enhance their
competitiveness and maximizes revenue growth under the percentage
 leases. During the year ended December 31, 1999, we spent
approximately $22.1 million on renovations. This represents
an average of over seven percent of 1999 hotel revenues.

The percentage leases require us to annually add to a capital
expenditures reserve which represent specified percentages of
individual hotel total revenues. For the year ended
December 31, 1999, this reserve would have represented an
average of $1,387 per room for the hotels. We generally use the
capital expenditures reserve for the replacement and
refurbishment of furniture, fixtures, and equipment and other
capital expenditures to maintain and enhance the competitive
position of our hotels, although we may make other uses of
amounts reserved that we consider appropriate from time to time.
We believe that the reserve will be adequate to meet our
continuing capital expenditure and furniture, fixtures, and
equipment needs for our hotels in light of their age and
condition.

3



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We have previously announced our intention to make approximately
$20 million of improvements at some of the ten DoubleTree hotels.
 To date, we have spent over $13 million in capital
improvements in this portfolio and expect to spend the remaining
$7 million of improvements by the end of the second quarter
of 2000. Funding for future capital expenditures will be made
from cash on hand, available capital expenditure reserves, and
borrowings on our credit facility.

3.  Development, Expansion and Repositioning Strategy

We may develop additional full-service or upscale limited-service
 hotels on land that we acquire in our current geographic markets
 or on land contiguous to our hotels. We believe that selective
development of hotels in our existing geographic markets could
enable us to take advantage of operating efficiencies to generate
 attractive returns on investment. We may also expand our
existing hotels and/or reposition under-performing hotels by
changing the franchise brand affiliation.

B.  Acquisitions

We believe that the upscale and moderate market segments of the
hospitality industry continue to present attractive acquisition
opportunities. Our acquisition strategy focuses on the following
categories:



| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1.  Product Type Full-service commercial
	hotels, airport hotels, major tourist hotels and destination
	resorts in major markets and business centers.                                                                                                                                             
|
| | 2.Market Repositioning Opportunities
	Undervalued hotels whose occupancy, daily rates and overall
	revenues can be significantly enhanced through new brand
	affiliations and/or implementation of new marketing strategies
	which will maximize revenues and profitability.                       
|
| | 3.Redevelopment and Renovation Opportunities
	 Hotels with sound operational fundamentals that, because of a
	lack of capital, require physical renovation to achieve their
	full performance potential, and other properties which can
	benefit from total redevelopment and market repositioning.
|
| | 4.Portfolio Acquisitions Portfolios of
	hotels which result in geographic economies of scale or which may
	 be leased back to proven hotel operators as additional lessees,
	and that may benefit from our repositioning and redevelopment
	experience and access to capital.                      

We intend to maintain a geographically diversified hotel
portfolio and may also cluster hotels within certain primary
markets in order to take advantage of operational and managerial
economies of scale. We will acquire or develop additional hotel
properties only as suitable opportunities arise, and will not
undertake acquisition or development of properties unless
adequate sources of capital and financing are available. Funds
for future acquisitions or development of hotels are expected to
be derived, in whole or in part, from capital obtained from
borrowings under our credit facility or other borrowings, from
the proceeds of the sale of non-strategic hotels, additional
issuances of common shares or other securities, cash flows from
operations, or capital funding through our joint venture
arrangement with AEW.

C.  Strategic Alliances and
Relationships

Our strategic alliances and relationships fall into two primary
areas:



| |   |                                  
| | - | ---------------------------------
| |  | Franchise Brand Strategy         
|
| |  | Lessee and Joint Venture Strategy

1.  Franchise Brand Strategy

We focus on owning hotel properties that are, or can be,
associated with brands that will lead the hospitality industry in
 REVPAR, such as Marriott®, Radisson®, Hilton®,
DoubleTree®, Holiday Inn®, Hampton Inns®, Quality
Suites®, Hyatt®, Renaissance®, Omni®, and
Embassy Suites®. We believe that we can maximize our market
share and revenue by taking advantage of our orientation toward
sales and marketing to identify the most effective branding and
to leverage our brands with effective direct sales strategies.

4



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##### Table of Contents



We expect to continue to affiliate with a number of different
franchisors in order to maximize the performance of our hotels by
 providing greater access to a broad base of national marketing
and reservation systems, and to mitigate the risks of franchise
loss and franchise overlap. We believe that our relationships
with certain franchisors facilitate finding acquisition
opportunities and completing acquisitions on attractive terms.

2.Lessee and Joint
 Venture Strategy

We lease our properties to established hotel operators pursuant
to percentage lease agreements, which provide us with the greater
 of a base rental income or a percentage of revenues from
operations.

In selecting lessees, we seek hotel operators with demonstrated
full-service hotel expertise, a stable operating and financial
performance history, an excellent reputation in the hospitality
industry, an ability to introduce additional acquisition
opportunities to us, and to lease additional hotels from us.

The hotels in our portfolio are leased to and operated by the
following entities:

|                                                             |  |                  |     |          |  |                         
|------------------------------------------------------------ |  | ---------------- | --- | -------- |  | ------------------------
|Lessee                                                       |  | Number of Hotels |     | Operator
|                                                             |  |                  |     |         
|Boykin Management Company Limited Liability Company
	(BMC) |  |                  | 15* |          |  | BMC                     
|                                                            
|                                                            
|                                                            
|                                                            
|Westboy LLC (Westboy)                                      |  |                  | 10  |          |  | Hilton Hotel Corporation
|                                                            
|                                                            
|                                                            
|                                                            
|MeriStar Hotel Company (MeriStar)                          |  |                  | 3   |          |  | MeriStar                
|Davidson Hotel Company (Davidson)                          |  |                  | 1   |          |  | Davidson                
|                                                            
|                                                            
|                                                            
|                                                            
|Outrigger Lodging Services (Outrigger)                     |  |                  | 1   |          |  | Outrigger               
|                                                            
|                                                            
|                                                            
|                                                            
|ChiBoy, LLC (ChiBoy)                                       |  |                  | 1   |          |  | ChiBoy                  
|                                                             |  |                  |     |          |  |                         
|                                                             |  |                  | 31  |          |  |                         
|                                                             |  |                  |     |          |  |                         






|  |                                                                                                    
|- | ---------------------------------------------------------------------------------------------------
|* | One hotel is currently operated by us pursuant to a management
	agreement with a subsidiary of BMC.

BMC, Westboy and ChiBoy

Robert W. Boykin (our Chairman of the Board, President and Chief
Executive Officer) and his brother, John E. Boykin, control BMC.
Westboy and ChiBoy are wholly-owned subsidiaries of BMC that
lease the ten DoubleTree hotels and the Chicago Executive Plaza
Hotel, respectively. BMC has continued the 40-year hotel
operation and management business of the Boykin Group. The Boykin
 Group has capabilities in all phases of development and
management of hotel properties. BMC currently manages 19
properties containing 4,931 guest rooms located throughout the
United States, including 16 hotels leased from us, and one hotel
operated by us.

BMCs subsidiaries, which conduct management activities for
owners other than us, include an award-winning hotel interior
design business and a hotel and restaurant food, beverage, supply
 and equipment purchasing business. These operations are
conducted, in part, with a view to introducing us to acquisition
opportunities.

BMC and its owners, who have a substantial interest in the
Partnership, have interests that conflict with our interests in
connection with the structuring and enforcement of the percentage
 lease agreements and other agreements between us and BMC and in
connection with activities that may maximize profits for BMC
without necessarily benefiting us. We have implemented several
measures, including those listed below, to align the interests of
 BMC and its owners with our interests and to address these
conflicts of interest:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | BMCs owners have retained their equity interests in the
	Partnership;                                                                                                                                                                                                                                                                                                                                        
|
| |  | Distributions from BMC and net proceeds of any sale of BMC (with
	certain limited exceptions) will be used to purchase units in the
	 Partnership or our common shares, and half of BMCs
	consolidated earnings will be retained in BMC and its
	subsidiaries to maintain their consolidated net worth at not less
	 than 25% of the aggregate annual rent payments under BMCs
	percentage lease agreements;

5



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| |   |                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Determinations made on behalf of Boykin Lodging Company in
	connection with any conflict of interest involving any affiliate
	of Boykin are made by our independent directors;
|
| |  | Any affiliate of the Boykin Group will conduct all hotel
	acquisition, development and ownership activities only through
	Boykin Lodging Company; and                         
|
| |  | Any change in control of BMC without our consent will constitute
	a default under BMCs percentage lease agreements.                                                          

BMC also has developed a deferred compensation plan for its
corporate-level senior executives, under which each awards
value is based on the value of our common shares.

Third Party Operator

Hilton Hotel Corporation manages our portfolio of ten DoubleTree
hotels and is a highly-respected company with a long history of
owning and operating upscale hotels. Hilton brings to us a
significant amount of expertise in managing these ten properties,
 which we believe will maximize the revenue and overall value of
these properties.

Third Party Lessees

We have implemented a strategy of structuring joint ventures with
 our third party lessee/operators to align the hotel
lessees economic interests with our economic interests. In
each joint venture, the lessees ability to receive cash
flow and equity capital distributions is subordinated to our
receipt of specified minimum distributions. In addition, each
lessee must maintain a specified net worth to support its lease
payment obligations and pledge its joint venture interest as
security for the lease payment obligations. We are permitted to
subject any majority-owned joint ventures hotel to a
mortgage or to sell the hotel or its interest in the joint
venture without obtaining the affected joint venture
partners consent.

We currently have joint ventures formed with the following
companies or their affiliates who operate, lease and share in the
 ownership of the following hotels:

|                                      |  |                   |           |                  |  |            |     |                                 |  |  |     |  |  |                                         
|------------------------------------- |  | ----------------- | --------- | ---------------- |  | ---------- | --- | ------------------------------- |  |  | --- |  |  | ----------------------------------------
|                                      |  |                   |           |                  |  | Lessee     |     |                                
|                                      |  |                   |           | Boykin Ownership |  | Ownership  |     |                                
|Name of Joint Venture                 |  | Lessee/JV Partner |           | Percentage       |  | Percentage |     | Hotel Owned Under Joint Venture
|                                      |  |                   |           |                  |  |            |     |                                
|BoyStar Ventures, L.P.                |  |                   | MeriStar  |                  |  |            | 91% |                                 |  |  | 9%  |  |  | Holiday Inn Minneapolis West            
|                                     
|                                     
|                                     
|                                     
|Shawan Road Hotel Limited Partnership |  |                   | Davidson  |                  |  |            | 91% |                                 |  |  | 9%  |  |  | Marriotts Hunt Valley Inn              
|                                     
|                                     
|                                     
|                                     
|Boykin San Diego, L.L.C               |  |                   | Outrigger |                  |  |            | 91% |                                 |  |  | 9%  |  |  | Hampton Inn San Diego Airport/ Sea World
|                                     
|                                     
|                                     
|                                     
|Boykin Kansas City, L.L.C             |  |                   | MeriStar  |                  |  |            | 80% |                                 |  |  | 20% |  |  | DoubleTree Kansas City                  

MeriStar.MeriStar is a publicly traded hotel management
company that manages hotels throughout the United States.
MeriStars portfolio of full-service hotels under management
 includes both independent brands and a number of well-known
franchised brands, including Hilton®, Sheraton®,
Marriott® Embassy Suites®, Westin® and
DoubleTree®. MeriStar also leases and operates our Pink
Shell Beach Resort, which is owned 100% by the Partnership.

Davidson.Davidson is a privately held national hotel
management company located in Memphis, Tennessee. Davidson
provides management, development, consulting and accounting
expertise for the hospitality industry. Davidson operates hotels
under franchise agreements with such franchisors as
Marriott®, Embassy Suites®, Hilton®, Crowne
Plaza®, Omni® and Holiday Inn®.

Outrigger.Outrigger is a privately held hotel management
company based in Encino, California. Outrigger has operated or
currently operates a full range of hotel products, including
Marriott®, Sheraton®, Hilton®, Residence
Inn®, Holiday Inn®, and Radisson®, and many
limited service products. In addition to branded hotels,
Outrigger operates upscale, boutique hotels.

6



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Terms of the Percentage Lease Agreements

The following summary of the material terms of the percentage
leases is qualified in its entirety by reference to the form of
Percentage Lease, which was filed as an exhibit to our
Registration Statement on Form S-11 (Registration Statement
No. 333-6341, filed on June 19, 1996, as amended).

The percentage lease agreements have the material terms described
 below:



| |   |                                                                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Duration non-cancelable remaining terms ranging
	from one to nine years, subject to earlier termination on the
	occurrence of certain contingencies described in the percentage
	leases. The majority of the percentage leases do not contain
	renewal terms and those with renewal options are subject to
	agreement between the parties regarding market terms.
|
| |  | Amounts Payable Under the Percentage Leases.Lessees are
	obligated to pay to Boykin:                                                                                                                                                                                                                                                                              



| |                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  the higher of minimum rent or percentage rent, except
	for the French Lick Springs Resort, for which both minimum rent
	and percentage rent are required to be paid.



| |   |                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Minimum rent is a fixed amount determined by negotiation between
	us and the applicable lessee and is payable monthly.                                                                                         
|
| |  | Percentage rent is calculated by multiplying fixed percentages by
	 gross room and other revenue and gross food and beverage
	revenue, over specified threshold amounts. Percentage rent is
	payable quarterly.



| |                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Both the threshold gross room and other revenue amounts used in
	computing percentage rent and minimum rent are adjusted annually
	for changes in the United States Consumer Price Index.                                                                                                                                  
|
| | (ii)  certain other amounts, including interest accrued on
	any late payment or charge.                                                                                                                                                                                                                                    
|
| | Each lease also requires the lessee to pay all costs and expenses
	 incurred in the operation of the hotel. The lessee is required
	to maintain the hotel in good order and repair and to make
	necessary nonstructural repairs. We fund capital expenditures as
	we consider necessary and as required by our franchisors.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Insurance and Property Taxes.We pay, or cause the lessee
	to pay, real estate and personal property taxes and maintain, or
	cause the lessee to maintain, property insurance, including
	casualty insurance, on our hotels. The lessee maintains
	comprehensive general public liability, workers
	compensation, 12-month rental interruption and any other
	insurance customary for properties similar to the hotel or
	required by any relevant franchisor and must have us named as an
	additional insured. We believe that the insurance coverage
	carried by each hotel is adequate in scope and amount.
|
| |  | Indemnification.The lessee indemnifies us against all
	liabilities, costs and expenses incurred by, imposed on or
	asserted against us, on account of, among other things:                                                                                                                                                                                                                                                                                                                                                                                                                                    



| |   |                                                                  
| | - | -----------------------------------------------------------------
| |  | accidents or injury to persons or property on or about the hotel;

| |   |                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |  | negligence by the lessee or any of its agents;                                                                                          
| |  | certain environmental liabilities resulting from conditions
	existing at the time of the lease execution;                               
| |  | taxes and assessments in respect of the hotel (other than our
	real estate taxes and income taxes on income attributable to the
	hotel);
| |  | the sale or consumption of alcoholic beverages on the hotel
	property; and                                                              
| |  | any breach of the lease by the lessee.                                                                                                  



| |   |                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Assignment and Subleasing.The lessee is not permitted to
	sublet all or any part of the hotel, assign its interest, or
	enter a management agreement with a third party to operate the
	hotel without our prior written consent.
|
| |  | Events of Default.Events of default include, among other
	things:                                                                                                                                                               



| |   |                                                                         
| | - | ------------------------------------------------------------------------
| |  | the failure by the lessee to pay minimum and percentage rent when
	 due;
|
| |  | failure to observe or perform any other term of the lease;              

7



---



##### Table of Contents





| |   |                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------
| |  | termination of the franchise agreement covering any hotel leased
	to the lessee; and                                               
|
| |  | with respect to BMC, any failure to comply with BMCs
	covenants, as described under Item 1. (c) C.2. 
	BMC, Westboy and ChiBoy.

In the event of default under any lease with BMC, we may
terminate the lease and any or all of the other percentage leases
 with BMC, and BMC will be required to surrender possession of
the affected hotels. If an event of default under any lease with
any other lessee occurs, we may terminate the lease and the
lessee will be required to surrender possession of the affected
hotel.

Recent REIT Legislation

Congress recently enacted legislation which will dramatically
change the tax rules applicable to hotel REITs. Effective in
2001, REITs will be able to operate certain businesses through a
taxable REIT subsidiary (TRS), which, in the past,
would have jeopardized their tax-free status. For hotel REITs,
this means that starting in 2001, our hotel properties can be
leased to a TRS we own, as long as the TRS hires an independent
hotel operator to manage the properties.

We are enthusiastic about this new legislation because we believe
 that it will allow us to eliminate conflicts of interest that
exist with a lease arrangement, to better motivate our operators,
 and to potentially capture more of the income from our
properties. At this writing, we are actively evaluating how a TRS
 could benefit our shareholders. We believe that we will be in a
position to announce specific plans later in 2000.

Franchise Agreements

Our hotels are operated under franchise license agreements with
premier nationally recognized hotel chains, including:

  DoubleTree® 
     Marriott® 
     Radisson® 
     Hilton® 
     Holiday Inn® 
     Quality Suites® 
     Hampton Inns®

Our French Lick Springs Resort in French Lick, Indiana operates
as an independent hotel.

We expect that most of the additional hotel properties that we
acquire will be operated under franchise agreements. We believe
that the publics perception of quality associated with a
franchisor can be an important feature in the operation of a
hotel. Franchisors provide a variety of benefits for franchisees,
 including national advertising, publicity, and other marketing
programs designed to increase brand awareness, training of
personnel, continuous review of quality standards, and
centralized reservation systems.

The expiration dates for the hotels franchise agreements
range from August 31, 2001 to December 31, 2018, which,
 in some cases, may be extended for additional terms beyond 2018.
 The franchise agreements generally impose certain management,
operational, record-keeping, accounting, reporting and marketing
standards and procedures with which the franchised operator must
comply. Some of the key provisions of the franchise agreements
include the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Each franchise agreement gives the lessee/operator the right to
	operate the franchised hotel under a franchise for a period of
	years specified in that agreement. The franchise agreements
	provide for early termination at the franchisors option on
	the occurrence of certain events of default, such as the failure
	to properly maintain the hotel.                                   
|
| |  | The lessees/operators are responsible to pay franchise fees
	ranging from 2.25% to 6% of gross room sales and advertising or
	marketing and reservation fees generally ranging from 0.4% to 4%
	of gross room sales.                                                                                                                                                                           
|
| |  | Notification must be given to the franchisor upon the sale of a
	hotel giving the franchisor rights, as defined in its franchise
	agreement, ranging from consent to the transfer of ownership, the
	 franchisors ability to match an offer for sale, or the
	right to terminate the franchise agreement. Several of the
	franchise agreements can be terminated upon sale by the
	franchisee.

8



---



##### Table of Contents



Employees

We currently have eighteen employees. These employees perform,
directly or through the Partnership, various acquisition,
development, redevelopment and corporate management functions.

Inventory

Working capital assets required in the operation of our hotels
are generally provided by the lessees at their expense.

Environmental Matters

Under various federal, state and local laws, ordinances, and
regulations, an owner or operator of real estate may be liable
for the costs of removal or remediation of certain hazardous or
toxic substances or petroleum on, under or in the property. This
liability may be imposed without regard to whether the owner or
operator knew of, or was responsible for, the presence of the
substances. Other federal, state and local laws, ordinances and
regulations and the common law impose on owners and operators
certain requirements regarding conditions and activities that may
 affect human health or the environment. Failure to comply with
applicable requirements could result in difficulty in the lease
or sale of any affected property or the imposition of monetary
penalties, in addition to the costs required to achieve
compliance and potential liability to third parties. We may be
potentially liable for such costs or claims in connection with
the ownership and operation of the current hotels and hotels we
may acquire in the future.

We have not been notified by any governmental authority, nor are
we otherwise aware, of any material noncompliance, liability or
claim relating to hazardous or toxic substances or to other
environmental matters in connection with any of our hotels.
Nonetheless, it is possible that material environmental
contamination or conditions exist, or could arise in the future,
in the hotels or on the land upon which they are located which
could create a material environmental liability. Further, there
can be no assurance that the hotels that we may acquire will not
give rise to any material environmental liability.

Competition

Each of our hotels is located in a developed area that includes
other hotel properties. The occupancy, ADR and REVPAR of any
hotel or any hotel property acquired in the future could be
materially and adversely affected by the number of competitive
hotel properties in its market area. Competition for potential
acquisitions may generally reduce the number of suitable
investment opportunities offered to us and increase the
bargaining power of property owners seeking to sell.

Seasonality

The operations at our hotels historically have been seasonal.
Twenty-seven of the hotels maintain higher occupancy rates during
 the second and third quarters. The five hotels in Florida
experience their highest occupancy in the first quarter. This
seasonality pattern can be expected to cause fluctuations in our
quarterly lease revenue under the percentage leases.

(d)  Financial Information About Foreign and Domestic
Operations and Export Sales

All of our operations are conducted in the United States.

9



---



##### Table of Contents






Item 2.  Properties

(a)  Hotel Properties

On December 31, 1999, we owned interests in the following 32
 hotel properties:

|                                         |  |        |       |        |  |          |           |  |  |  |                      | 
|---------------------------------------- |  | ------ | ----- | ------ |  | -------- | --------- |  |  |  | -------------------- | 
|                                         |  | Number |       |        |  |         
|                                         |  | of     |       |        |  |         
|Property                                 |  | Rooms  |       | Lessee |  | Location
|                                         |  |        |       |        |  |         
|DoubleTree Portland, Lloyd Center        |  |        | 476   |        |  |          | Westboy   |  |  |  | Portland, OR         | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Sacramento                    |  |        | 448   |        |  |          | Westboy   |  |  |  | Sacramento, CA       | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Omaha                         |  |        | 413   |        |  |          | Westboy   |  |  |  | Omaha, NE            | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Kansas City                   |  |        | 388   |        |  |          | MeriStar  |  |  |  | Kansas City, MO      | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Boise                         |  |        | 304   |        |  |          | Westboy   |  |  |  | Boise, ID            | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Colorado Springs              |  |        | 299   |        |  |          | Westboy   |  |  |  | Colorado Springs, CO | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Spokane Valley                |  |        | 237   |        |  |          | Westboy   |  |  |  | Spokane, WA          | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Portland Downtown             |  |        | 235   |        |  |          | Westboy   |  |  |  | Portland, OR         | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Springfield                   |  |        | 234   |        |  |          | Westboy   |  |  |  | Springfield, OR      | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Bellevue Center               |  |        | 208   |        |  |          | Westboy   |  |  |  | Bellevue, WA         | 
|                                        
|                                        
|                                        
|                                        
|DoubleTree Yakima Valley                 |  |        | 208   |        |  |          | Westboy   |  |  |  | Yakima, WA           | 
|                                        
|                                        
|                                        
|                                        
|Cleveland Marriott East                  |  |        | 403   |        |  |          | BMC       |  |  |  | Cleveland, OH        | 
|                                        
|                                        
|                                        
|                                        
|Marriotts Hunt Valley Inn               |  |        | 392   |        |  |          | Davidson  |  |  |  | Baltimore, MD        | 
|                                        
|                                        
|                                        
|                                        
|Cleveland Airport Marriott               |  |        | 375   |        |  |          | BMC       |  |  |  | Cleveland, OH        | 
|                                        
|                                        
|                                        
|                                        
|Buffalo Marriott                         |  |        | 356   |        |  |          | BMC       |  |  |  | Buffalo, NY          | 
|                                        
|                                        
|                                        
|                                        
|Columbus North Marriott                  |  |        | 300   |        |  |          | BMC       |  |  |  | Columbus, OH         | 
|                                        
|                                        
|                                        
|                                        
|Berkeley Marina Radisson                 |  |        | 373   |        |  |          | BMC       |  |  |  | Berkeley, CA         | 
|                                        
|                                        
|                                        
|                                        
|Radisson Hotel Mt. Laurel                |  |        | 283   |        |  |          | N/A*      |  |  |  | Mt. Laurel, NJ       | 
|                                        
|                                        
|                                        
|                                        
|High Point Radisson                      |  |        | 251   |        |  |          | BMC       |  |  |  | High Point, NC       | 
|                                        
|                                        
|                                        
|                                        
|Daytona Beach Radisson Resort            |  |        | 206   |        |  |          | BMC       |  |  |  | Daytona Beach, FL    | 
|                                        
|                                        
|                                        
|                                        
|Radisson Inn Sanibel Gateway             |  |        | 157   |        |  |          | BMC       |  |  |  | Fort Myers, FL       | 
|                                        
|                                        
|                                        
|                                        
|Holiday Inn Minneapolis West             |  |        | 196   |        |  |          | MeriStar  |  |  |  | Minneapolis, MN      | 
|                                        
|                                        
|                                        
|                                        
|Holiday Inn Crabtree                     |  |        | 176   |        |  |          | BMC       |  |  |  | Raleigh, NC          | 
|                                        
|                                        
|                                        
|                                        
|Lake Norman Holiday Inn                  |  |        | 119   |        |  |          | BMC       |  |  |  | Charlotte, NC        | 
|                                        
|                                        
|                                        
|                                        
|Melbourne Hilton Oceanfront              |  |        | 118   |        |  |          | BMC       |  |  |  | Melbourne, FL        | 
|                                        
|                                        
|                                        
|                                        
|Knoxville Hilton                         |  |        | 317   |        |  |          | BMC       |  |  |  | Knoxville, TN        | 
|                                        
|                                        
|                                        
|                                        
|Hampton Inn San Diego Airport/ Sea World |  |        | 199   |        |  |          | Outrigger |  |  |  | San Diego, CA        | 
|                                        
|                                        
|                                        
|                                        
|Lake Norman Hampton Inn                  |  |        | 117   |        |  |          | BMC       |  |  |  | Charlotte, NC        | 
|                                        
|                                        
|                                        
|                                        
|Melbourne Quality Suites                 |  |        | 208   |        |  |          | BMC       |  |  |  | Melbourne, FL        | 
|                                        
|                                        
|                                        
|                                        
|Pink Shell Beach Resort                  |  |        | 208   |        |  |          | MeriStar  |  |  |  | Fort Myers, FL       | 
|                                        
|                                        
|                                        
|                                        
|French Lick Springs Resort               |  |        | 485   |        |  |          | BMC       |  |  |  | French Lick, IN      | 
|                                        
|                                        
|                                        
|                                        
|Executive Plaza Hotel                    |  |        | 421   |        |  |          | ChiBoy    |  |  |  | Chicago, IL          | 
|                                         |  |        |       |        |  |          |           |  |  |  |                      | 
|                                         |  |        | 9,110 |        |  |          |           |  |  |  |                      | 
|                                         |  |        |       |        |  |          |           |  |  |  |                      | 



---



|  |                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Effective February 1, 2000, we commenced operating the
	Radisson Hotel Mt. Laurel. We hired JerseyBoy, LLC, a
	wholly-owned subsidiary of BMC, to manage the hotel pursuant to a
	 management agreement.

(b)  Office Space

Pursuant to a shared services and office space agreement, we paid
 BMC approximately $4,800 per month in 1999 for the right to use
certain office space and receive certain related services.




Item 3.  Legal Proceedings

We are subject to various legal proceedings and claims that arise
 in the ordinary course of business. In our opinion, the amount
of any ultimate liability with respect to these actions will not
materially affect our financial statements.

10



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##### Table of Contents






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

There were no matters submitted to a vote of security holders
during the fourth quarter of the fiscal year covered by this
report.

EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to Instruction 3 to Item 401(b) of
Regulation S-K, the following information is reported below.

Our executive officers are elected and serve at the discretion of
 the Board of Directors until their successors are duly chosen
and qualified, and are as follows:

|                    |  |     |    |          |  |                                                             
|------------------- |  | --- | -- | -------- |  | ------------------------------------------------------------
|Name                |  | Age |    | Position
|                    |  |     |    |         
|Robert W. Boykin    |  |     | 50 |          |  | Chairman of the Board, President and Chief Executive Officer
|Richard C. Conti    |  |     | 49 |          |  | Chief Operating Officer                                     
|Paul A. ONeil      |  |     | 42 |          |  | Chief Financial Officer and Treasurer                       
|Mark L. Bishop      |  |     | 40 |          |  | Senior Vice President  Development                         
|Russ C. Valentine   |  |     | 54 |          |  | Senior Vice President  Acquisitions                        
|Andrew C. Alexander |  |     | 36 |          |  | Senior Vice President and General Counsel                   

The following is a biographical summary of the business
experience of our executive officers.

Robert W. Boykin has served as our President and Chief Executive
Officer since our formation. He served as the President and Chief
 Executive officer of Boykin Management Company from 1985 until
November 1996. He served as Boykin Management Companys
 Executive Vice President from 1981 until 1985.

Richard C. Conti has served as our Chief Operating Officer since
May 1998. Prior to joining us, Mr. Conti was a
Principal and Director with Coopers & Lybrand L.L.P.
Mr. Conti was responsible for Coopers & Lybrand
L.L.P.s hospitality consulting practice in the Midwest and
has been involved in the hospitality industry for over
22 years. Mr. Conti has worked closely with many of the
 leaders in the industry and brings to us a wealth of industry
knowledge and contacts.

Paul A. ONeil has served as our Chief Financial Officer
since May 1998 and has been our Treasurer since 1997.
Mr. ONeil served as the Chief Financial Officer of
Boykin Management Company from 1996 to 1997. He was the Treasurer
 of Boykin Management Company from 1994 to 1996. Prior to joining
 Boykin Management Company, he managed the Real Estate Services
Group in Arthur Andersen L.L.P.s Cleveland office from 1990
 to 1994.

Mark L. Bishop is our Senior Vice President 
Development. He served as Senior Vice President-Acquisitions of
Boykin Management Company from April 1994 until
November 1996. From December 1986 until
April 1994, Mr. Bishop was employed by Grubb &
Ellis, serving as Vice President/ Senior Marketing Consultant
beginning in February 1991. From February 1990 until
December 1995, Mr. Bishop also owned and served as President
 of four separate companies that owned and operated restaurants.

Russ C. Valentine joined us in June 1999 as our Senior Vice
President  Acquisitions. Prior to joining us,
Mr. Valentine served as Senior Vice President of
Acquisitions for American General Hospitality, a real estate
investment trust that was based in Dallas, Texas.
Mr. Valentine played a significant roll in American
Generals successful acquisition program from 1990 to 1998.
Over the past 25 years, Mr. Valentine has worked for
major consulting, investment banking, and hotel organizations.

Andrew C. Alexander became our Vice President-Corporate Counsel
in July 1997 and was promoted to Senior Vice President and
General Counsel in June 1999. From July 1995 until
July 1997, Mr. Alexander served as Vice
President-Corporate Counsel of Renaissance Hotel Group, N.V., a
publicly traded hotel company. From September 1989 until
July 1995, Mr. Alexander was an attorney at the law
firm of Calfee, Halter & Griswold, LLP.

11



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##### Table of Contents



There are no arrangements or understandings known to us between
any executive officer and any other person pursuant to which any
executive officer was elected to office. There is no family
relationship between any of our directors or executive officers
and any other director or executive officer.

Employment Arrangements.Robert W. Boykin entered into an
employment contract with us in connection with the IPO. The
agreement provides for a one-year term that is automatically
extended for an additional year at the end of each year of the
agreement, subject to the right of either party to terminate the
agreement by giving prior written notice of two years.
Mr. Boykin is prohibited from competing with us during the
term of his employment agreement and for a term of two years
thereafter.

In May 1997 and May 1998, we entered into employment
arrangements with Paul A. ONeil and Richard C.
Conti, respectively. The arrangements provide for a one-year term
 that will be extended for an additional year at the end of each
year of the arrangements, subject to the right of either party to
 terminate the employment relationship by giving six months prior
 written notice.




PART II




Item 5.  Market for Registrants Common Shares
and Related Shareholder Matters

(a)  Market Information

Our common shares are traded on the New York Stock Exchange under
 the symbol BOY. The following table sets forth for
the indicated periods the high and low sales prices for the
common shares and the cash distributions declared per share:

|                               |                                        |             |  |               |  |           |  |           |  |  |   |      | 
|------------------------------ | -------------------------------------- | ----------- |  | ------------- |  | --------- |  | --------- |  |  | - | ---- | 
|                               |                                        |             |  | Cash         
|                               |                                        | Price Range |  | Distributions
|                               |                                        |             |  | Declared     
|                               |                                        | High        |  | Low           |  | Per Share
|                               |                                        |             |  |               |  |          
|Year Ended December 31, 1998:  |                                        |             |  |               |  |           |  |           |  |  |   |     
|                              
|                              
|                              
|                              
|                               | First Quarter                          |             |  | $28 1/2       |  |           |  | $23 9/16  |  |  | $ | 0.47 | 
|                              
|                              
|                              
|                              
|                               | Second Quarter                         |             |  | $24 11/16     |  |           |  | $20       |  |  | $ | 0.47 | 
|                              
|                              
|                              
|                              
|                               | Third Quarter                          |             |  | $22 5/8       |  |           |  | $14       |  |  | $ | 0.47 | 
|                              
|                              
|                              
|                              
|                               | Fourth Quarter                         |             |  | $15 1/16      |  |           |  | $12 1/16  |  |  | $ | 0.47 | 
|                              
|                              
|                              
|                              
|Year Ended December 31, 1999:  |                                        |             |  |               |  |           |  |           |  |  |   |     
|                              
|                              
|                              
|                              
|                               | First Quarter                          |             |  | $14 5/16      |  |           |  | $11 15/16 |  |  | $ | 0.47 | 
|                              
|                              
|                              
|                              
|                               | Second Quarter                         |             |  | $15 13/16     |  |           |  | $12 1/16  |  |  | $ | 0.47 | 
|                              
|                              
|                              
|                              
|                               | Third Quarter                          |             |  | $15 5/16      |  |           |  | $13 1/8   |  |  | $ | 0.47 | 
|                              
|                              
|                              
|                              
|                               | Fourth Quarter                         |             |  | $13 7/16      |  |           |  | $10 13/16 |  |  | $ | 0.47 | 
|                              
|                              
|                              
|                              
|Year Ending December 31, 2000: |                                        |             |  |               |  |           |  |           |  |  |   |     
|                              
|                              
|                              
|                              
|                               | First Quarter (through March 17, 2000) |             |  | $12 9/16      |  |           |  | $10 15/16 |  |  | $ | 0.47 | 

(b)  Shareholder Information

As of March 17, 2000, there were 1,047 record holders of our
 common shares, including shares held in street name
by nominees who are record holders, and approximately 17,500
beneficial owners.

In order to comply with certain requirements related to our
qualification as a REIT, our charter limits the number of common
shares that may be owned by any single person or affiliated group
 to 9% of the outstanding common shares.

(c)  Dividend and Distribution Information

The declaration and payment of future distributions is at the
discretion of our Board of Directors and depends on, among other
things, Boykin Lodging Companys receipt of cash
distributions from the Partnership, our results of operations,
level of indebtedness, any contractual restrictions, the annual
distribution requirements

12



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##### Table of Contents





(d)  Sales of Unregistered Securities

Not applicable.

(e)  Use of Proceeds from Sales of Registered Securities

Not applicable.




Item 6.  Selected Financial Data

The following tables set forth selected historical and pro forma
operating and financial data for Boykin Lodging Company, the
Initial Hotels (predecessor to Boykin) and BMC. The selected
historical financial data has been derived from the historical
financial statements of Boykin, the Initial Hotels and BMC,
respectively, as audited by Arthur Andersen LLP, independent
public accountants.

There are no pro forma adjustments to our actual results for
1999, however, our pro forma financial information for 1998 is
presented as if the following significant transactions had been
consummated as of January 1, 1998:



| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | our sale of 4.5 million common shares in February 1998;                               
|
| |  | our issuance of 3.1 million common shares in May 1998
	related to the Red Lion merger;
|
| |  | our acquisitions in 1998; and                                                         
|
| |  | our repurchase of 114,500 shares in 1998.                                             

The pro forma information of BMC is presented as if our
March 1998 acquisitions of two hotels leased by BMC and our
August 1999 acquisition of the Executive Plaza Hotel leased
by ChiBoy were consummated as of January 1, 1998.

The following selected financial data should be read in
conjunction with Managements Discussion and Analysis
of Financial Condition and Results of Operations and all of
 the financial statements and notes thereto included elsewhere in
 this Form 10-K.

13



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##### Table of Contents



BOYKIN LODGING COMPANY

SELECTED HISTORICAL AND PRO FORMA OPERATING AND FINANCIAL DATA

(amounts in thousands, except for per share data)

|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |        |        |  
|------------------- | ------------------------------------------------------------------------------------ | ------------ | - | ------------ | ------ | ------------ | - | ------------ | ------ | ------------ | - | -------- | ------ |  | - | -------- | ------ |  | - | ------ | ------ | -
|                    |                                                                                      |              |   |              |        |              |   |              |        | Historical  
|                    |                                                                                      |              |   | Unaudited    |        |              |   |              |        | Period From 
|                    |                                                                                      | Historical   |   | Pro Forma    |        | Historical   |   | Historical   |        | November 4  
|                    |                                                                                      | Year Ended   |   | Year Ended   |        | Year Ended   |   | Year Ended   |        | to          
|                    |                                                                                      | December 31, |   | December 31, |        | December 31, |   | December 31, |        | December 31,
|                    |                                                                                      | 1999         |   | 1998         |        | 1998         |   | 1997         |        | 1996        
|                    |                                                                                      |              |   |              |        |              |   |              |        |             
|OPERATING DATA:     |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                   
|                   
|                   
|                   
|                    | Total revenues                                                                       |              | $ | 86,182       |        |              | $ | 83,360       |        |              | $ | 70,122   |        |  | $ | 38,266   |        |  | $ | 3,378  |       
|                   
|                   
|                   
|                   
|                    | Total expenses                                                                       |              |   | 66,435       |        |              |   | 60,170       |        |              |   | 47,921   |        |  |   | 20,832   |        |  |   | 2,537  |       
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                    | Income before minority interest and extraordinary item                               |              |   | 19,747       |        |              |   | 23,190       |        |              |   | 22,201   |        |  |   | 17,434   |        |  |   | 841    |       
|                   
|                   
|                   
|                   
|                    | Minority interest                                                                    |              |   | (1,625       | )      |              |   | (2,079       | )      |              |   | (2,059   | )      |  |   | (2,210   | )      |  |   | (40    | )     
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                    | Income before extraordinary item                                                     |              |   | 18,122       |        |              | $ | 21,111       |        |              |   | 20,142   |        |  |   | 15,224   |        |  |   | 801    |       
|                   
|                   
|                   
|                   
|                    | Extraordinary item  loss on early extinguishment of
	debt, net of minority interest |              |   |             |        |              |   | (1,138       | )      |              |   | (1,138   | )      |  |   | (882     | )      |  |   | (4,908 | )     
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                    | Net income (loss) applicable to common shares                                        |              | $ | 18,122       |        |              | $ | 19,973       |        |              | $ | 19,004   |        |  | $ | 14,342   |        |  | $ | (4,107 | )     
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|EARNINGS PER SHARE: |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                   
|                   
|                   
|                   
|                    | Net income (loss) per common share:                                                  |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |        |       
|                   
|                   
|                   
|                   
|                    |                                                                                      | Basic        |   | $            | 1.06   |              |   | $            | 1.17   |              |   | $        | 1.25   |  |   | $        | 1.51   |  |   | $      | (.46   | )
|                   
|                   
|                   
|                   
|                    |                                                                                      | Diluted      |   | $            | 1.06   |              |   | $            | 1.17   |              |   | $        | 1.25   |  |   | $        | 1.49   |  |   | $      | (.45   | )
|                   
|                   
|                   
|                   
|                    | Weighted average number of common shares outstanding:                                |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |        |       
|                   
|                   
|                   
|                   
|                    |                                                                                      | Basic        |   |              | 17,063 |              |   |              | 17,044 |              |   |          | 15,252 |  |   |          | 9,523  |  |   |        | 8,981  |  
|                   
|                   
|                   
|                   
|                    |                                                                                      | Diluted      |   |              | 17,127 |              |   |              | 17,044 |              |   |          | 15,252 |  |   |          | 9,595  |  |   |        | 9,036  |  
|                   
|                   
|                   
|                   
|OTHER DATA:         |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                   
|                   
|                   
|                   
|                    | Funds from operations(1)                                                             |              | $ | 48,189       |        |              | $ | 48,667       |        |              | $ | 42,805   |        |  | $ | 27,381   |        |  | $ | 2,185  |       
|                   
|                   
|                   
|                   
|                    | Net cash provided by operating activities(2)                                         |              | $ | 51,795       |        |              | $ | 49,319       |        |              | $ | 39,960   |        |  | $ | 29,477   |        |  | $ | 329    |       
|                   
|                   
|                   
|                   
|                    | Net cash used for investing activities(3)                                            |              | $ | (26,480      | )      |              | $ | (11,455      | )      |              | $ | (299,784 | )      |  | $ | (110,554 | )      |  | $ | (1,824 | )     
|                   
|                   
|                   
|                   
|                    | Net cash (used for) provided by financing activities(4)                              |              | $ | (26,987      | )      |              | $ | (34,470      | )      |              | $ | 263,612  |        |  | $ | 61,570   |        |  | $ | 22,857 |       
|                   
|                   
|                   
|                   
|                    | Dividends declared                                                                   |              | $ | 32,260       |        |              |   | N/A          |        |              | $ | 30,685   |        |  | $ | 17,150   |        |  | $ | 2,700  |       
|                    | Weighted average number of common shares and units outstanding                       |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |        |       
|                   
|                   
|                   
|                   
|                    |                                                                                      | Basic        |   |              | 18,354 |              |   |              | 18,335 |              |   |          | 16,549 |  |   |          | 10,883 |  |   |        | 10,359 |  
|                   
|                   
|                   
|                   
|                    |                                                                                      | Diluted      |   |              | 18,418 |              |   |              | 18,335 |              |   |          | 16,549 |  |   |          | 10,905 |  |   |        | 10,359 |  

14



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##### Table of Contents



|                               |                                     |                    |   |         |  |      |   |         |  |  |   |         | 
|------------------------------ | ----------------------------------- | ------------------ | - | ------- |  | ---- | - | ------- |  |  | - | ------- | 
|                               |                                     |                   
|                               |                                     | As of December 31,
|                               |                                     |                   
|                               |                                     | 1999               |   | 1998    |  | 1997
|                               |                                     |                    |   |         |  |     
|HISTORICAL BALANCE SHEET DATA: |                                     |                    |   |         |  |      |   |         |  |  |   |        
|                              
|                              
|                              
|                              
|                               | Investment in hotel properties, net |                    | $ | 584,875 |  |      | $ | 595,132 |  |  | $ | 231,651 | 
|                              
|                              
|                              
|                              
|                               | Total assets                        |                    |   | 606,103 |  |      |   | 615,062 |  |  |   | 238,855 | 
|                              
|                              
|                              
|                              
|                               | Total debt                          |                    |   | 294,000 |  |      |   | 286,000 |  |  |   | 91,750  | 
|                              
|                              
|                              
|                              
|                               | Minority interest                   |                    |   | 18,263  |  |      |   | 22,961  |  |  |   | 20,372  | 
|                              
|                              
|                              
|                              
|                               | Shareholders equity                |                    |   | 273,730 |  |      |   | 286,216 |  |  |   | 114,815 | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The White Paper on Funds From Operations approved by the Board of
	 Governors of the National Association of Real Estate Investment
	Trusts (NAREIT) in October 1999 defines funds from
	operations (FFO) as net income (loss) (computed in
	accordance with GAAP), excluding gains (or losses) from sales of
	properties and extraordinary items, plus real estate related
	depreciation and amortization, and after comparable adjustments
	for unconsolidated entities and joint ventures. We believe that
	FFO is helpful to investors as a measure of the performance of an
	 equity REIT because, along with cash flow from operating,
	financing and investing activities, it provides investors with an
	 indication of our ability to incur and service debt, make
	capital expenditures and fund other cash needs.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We compute FFO in accordance with standards established by NAREIT
	 which may not be comparable to FFO reported by other REITs that
	do not define the term in accordance with the current NAREIT
	definition or that interpret the NAREIT definition differently
	than us. FFO does not represent cash generated from operating
	activities determined by GAAP and should not be considered as an
	alternative to GAAP net income as an indication of our financial
	performance or to cash flow from operating activities determined
	by GAAP as a measure of our liquidity, nor is it indicative of
	funds available to fund our cash needs, including our ability to
	make cash distributions. FFO may include funds that may not be
	available for managements discretionary use due to
	functional requirements to conserve funds for capital
	expenditures and property acquisitions, and other commitments and
	 uncertainties. The following is a reconciliation between net
	income and FFO (in thousands):

|                                                  |  |            |        |           |  |            |        |            |  |            |        |   |  |   |        |   |  |   |        |  
|------------------------------------------------- |  | ---------- | ------ | --------- |  | ---------- | ------ | ---------- |  | ---------- | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                                  |  | Historical |        | Pro Forma |  | Historical |        | Historical |  | Historical
|                                                  |  | 1999       |        | 1998      |  | 1998       |        | 1997       |  | 1996      
|                                                  |  |            |        |           |  |            |        |            |  |           
|Net income (loss)                                 |  | $          | 18,122 |           |  | $          | 19,973 |            |  | $          | 19,004 |   |  | $ | 14,342 |   |  | $ | (4,107 | )
|                                                 
|                                                 
|                                                 
|                                                 
|Real estate related depreciation and amortization |  |            | 28,878 |           |  |            | 26,256 |            |  |            | 21,265 |   |  |   | 10,148 |   |  |   | 1,344  |  
|                                                 
|                                                 
|                                                 
|                                                 
|Minority interest                                 |  |            | 1,625  |           |  |            | 2,079  |            |  |            | 2,059  |   |  |   | 2,210  |   |  |   | 40     |  
|                                                 
|                                                 
|                                                 
|                                                 
|Extraordinary item                                |  |            |       |           |  |            | 1,138  |            |  |            | 1,138  |   |  |   | 882    |   |  |   | 4,908  |  
|                                                 
|                                                 
|                                                 
|                                                 
|Equity in income of unconsolidated joint venture  |  |            | (23    | )         |  |            |       |            |  |            |       |   |  |   |       |   |  |   |       |  
|                                                 
|                                                 
|                                                 
|                                                 
|FFO adjustment related to joint ventures          |  |            | (413   | )         |  |            | (779   | )          |  |            | (661   | ) |  |   | (201   | ) |  |   |       |  
|                                                  |  |            |        |           |  |            |        |            |  |            |        |   |  |   |        |   |  |   |        |  
|Funds from operations                             |  | $          | 48,189 |           |  | $          | 48,667 |            |  | $          | 42,805 |   |  | $ | 27,381 |   |  | $ | 2,185  |  
|                                                  |  |            |        |           |  |            |        |            |  |            |        |   |  |   |        |   |  |   |        |  



|    |                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | For pro forma purposes, net cash provided by operating activities
	 represents net income before depreciation of real estate assets,
	 amortization of deferred financing costs and minority interest
	including adjustments for the joint venture minority interest
	therein. For pro forma purposes, no effect has been given to
	changes in working capital assets and liabilities.
|   
|(3) | For pro forma purposes, net cash used for investing activities
	represents 4% of hotel revenues for the applicable period. For
	those hotels which are owned through a joint venture, only our
	percentage interest in such hotel revenues is considered in the
	calculation.                                                                                                         
|   
|(4) | For pro forma purposes, net cash used for financing activities
	represents estimated dividends and distributions based upon our
	historical annual dividend rate of $1.88 per common share in 1998
	 and the pro forma weighted average number of common shares and
	units outstanding during the applicable period.                                                                  

15



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##### Table of Contents



INITIAL HOTELS

SELECTED COMBINED HISTORICAL FINANCIAL DATA

(amounts in thousands)

|                |                                                                     |                |   |             |        |  |   |        |        | 
|--------------- | ------------------------------------------------------------------- | -------------- | - | ----------- | ------ |  | - | ------ | ------ | 
|                |                                                                     |                |   | January 1, 
|                |                                                                     | Year Ended     |   | 1996 to    
|                |                                                                     | December 31,   |   | November 3,
|                |                                                                     | 1995           |   | 1996(A)    
|                |                                                                     |                |   |            
|OPERATING DATA: |                                                                     |                |   |             |        |  |   |       
|               
|               
|               
|               
|                | Room revenue                                                        |                | $ | 50,730      |        |  | $ | 51,627 |       
|               
|               
|               
|               
|                | Food and beverage revenue                                           |                |   | 22,984      |        |  |   | 20,062 |       
|               
|               
|               
|               
|                | Other revenue                                                       |                |   | 4,490       |        |  |   | 4,148  |       
|                |                                                                     |                |   |             |        |  |   |       
|                |                                                                     | Total revenues |   |             | 78,204 |  |   |        | 75,837 | 
|               
|               
|               
|               
|                | Departmental and other expenses                                     |                |   | 54,629      |        |  |   | 52,367 |       
|               
|               
|               
|               
|                | Real estate and personal property taxes, insurance and ground
	rent |                |   | 3,579       |        |  |   | 3,228  |       
|               
|               
|               
|               
|                | Depreciation and amortization                                       |                |   | 6,545       |        |  |   | 6,308  |       
|               
|               
|               
|               
|                | Interest expense                                                    |                |   | 14,169      |        |  |   | 13,430 |       
|               
|               
|               
|               
|                | Gain on property insurance recovery                                 |                |   | (670        | )      |  |   | (32    | )     
|                |                                                                     |                |   |             |        |  |   |       
|                | Income (loss) before extraordinary item                             |                |   | (48         | )      |  |   | 536    |       
|               
|               
|               
|               
|                | Extraordinary item  gain (loss) on early
	extinguishment of debt   |                |   | 556         |        |  |   | (1,315 | )     
|                |                                                                     |                |   |             |        |  |   |       
|                | Net income (loss)                                                   |                | $ | 508         |        |  | $ | (779   | )     
|                |                                                                     |                |   |             |        |  |   |       



---



|    |                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(A) | On February 8, 1996, the Lake Norman Holiday Inn and Lake
	Norman Hampton Inn were acquired by a Boykin Affiliate. The
	acquisition was accounted for as a purchase and, accordingly, the
	 operating results of the Holiday Inn and Hampton Inn have been
	included in the above operating data commencing February 8,
	1996.

16



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY


SELECTED HISTORICAL AND PRO FORMA OPERATING AND FINANCIAL DATA

(amounts in thousands)

|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |        |         |  |   |         |         |  |   |         |         | 
|--------------- | ------------------------------------------ | ---------------------------------- | - | -------------------- | ------- | ---- | - | ----------- | ------- | ---- | - | ------ | ------- |  | - | ------- | ------- |  | - | ------- | ------- | 
|                |                                            |                                    |   |                      |         |      |   |            
|                |                                            |                                    |   |                      |         |      |   | (Unaudited)
|                |                                            |                                    |   | Pro Forma Year Ended
|                |                                            | Historical Year Ended December 31, |   | December 31,        
|                |                                            |                                    |   |                     
|                |                                            | 1999                               |   | 1998                 |         | 1997 |   | 1999        |         | 1998
|                |                                            |                                    |   |                      |         |      |   |             |         |     
|OPERATING DATA: |                                            |                                    |   |                      |         |      |   |             |         |      |   |        |         |  |   |         |         |  |   |        
|               
|               
|               
|               
|                | Room revenue                               |                                    | $ | 160,528              |         |      | $ | 148,643     |         |      | $ | 72,751 |         |  | $ | 170,282 |         |  | $ | 164,103 |        
|               
|               
|               
|               
|                | Food and beverage revenue                  |                                    |   | 75,140               |         |      |   | 71,925      |         |      |   | 30,229 |         |  |   | 76,370  |         |  |   | 74,419  |        
|               
|               
|               
|               
|                | Other hotel revenue                        |                                    |   | 16,753               |         |      |   | 15,085      |         |      |   | 7,568  |         |  |   | 17,283  |         |  |   | 15,978  |        
|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |        |         |  |   |         |         |  |   |        
|                |                                            | Total hotel revenues               |   |                      | 252,421 |      |   |             | 235,653 |      |   |        | 110,548 |  |   |         | 263,935 |  |   |         | 254,500 | 
|               
|               
|               
|               
|                | Other revenue                              |                                    |   | 2,670                |         |      |   | 2,407       |         |      |   | 2,477  |         |  |   | 2,670   |         |  |   | 2,407   |        
|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |        |         |  |   |         |         |  |   |        
|                |                                            | Total revenues                     |   |                      | 255,091 |      |   |             | 238,060 |      |   |        | 113,025 |  |   |         | 266,605 |  |   |         | 256,907 | 
|               
|               
|               
|               
|                | Operating expenses                         |                                    |   | 178,602              |         |      |   | 170,162     |         |      |   | 75,891 |         |  |   | 184,906 |         |  |   | 180,267 |        
|               
|               
|               
|               
|                | Cost of goods sold of non-hotel operations |                                    |   | 517                  |         |      |   | 427         |         |      |   | 619    |         |  |   | 517     |         |  |   | 427     |        
|               
|               
|               
|               
|                | Percentage lease expense                   |                                    |   | 73,289               |         |      |   | 67,424      |         |      |   | 34,834 |         |  |   | 77,665  |         |  |   | 74,189  |        
|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |        |         |  |   |         |         |  |   |        
|                |                                            | Total expenses                     |   |                      | 252,408 |      |   |             | 238,013 |      |   |        | 111,344 |  |   |         | 263,088 |  |   |         | 254,883 | 
|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |        |         |  |   |         |         |  |   |        
|                | Net income                                 |                                    | $ | 2,683                |         |      | $ | 47          |         |      | $ | 1,681  |         |  | $ | 3,517   |         |  | $ | 2,024   |        
|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |        |         |  |   |         |         |  |   |        






|        |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of Financial
        Condition and Results of Operations

Boykins Formation and Significant Events

We completed our initial public offering (IPO) in
November 1996 and, through Boykin Hotel Properties, L.P., an
 Ohio limited partnership (the Partnership), we
acquired nine hotel properties. Boykin Lodging Company currently
has a 92.1% ownership interest in, is the sole general partner of
 and does all its business through the Partnership. We acquired
another eight hotel properties in 1997 using remaining proceeds
from the IPO and borrowings under our credit facility.

In February 1998, we completed a follow-on public equity
offering of 4.5 million common shares, netting proceeds of
approximately $106.3 million. We used the proceeds to pay
down existing indebtedness under the credit facility, purchase
limited partnership units from two unaffiliated limited partners,
 fund the acquisitions of two hotels purchased in March 1998
 and for general corporate purposes.

We completed our merger with Red Lion Inns Limited Partnership in
 May 1998, in which we acquired Red Lion Inns Operating,
L.P. (OLP) which owns a portfolio of ten
DoubleTree-licensed hotels. In the transaction, we issued
3.1 million common shares and paid approximately
$35.3 million in cash to the Red Lion limited partners and
general partner. The total consideration value, including assumed
 liabilities of approximately $155.7 million and common
shares issued valued at $80.3 million, was $271.3 million.

In February 1999, we formed a joint venture with AEW
Partners III, L.P. (AEW), an investment partnership
managed by AEW Capital Management, L.P., a Boston-based real
estate investment firm that manages a portfolio of approximately
$6 billion. This joint venture provides us with the ability
to continue our acquisition and growth strategies with private
capital at a time when public capital sources are limited, and we
 expect to see attractive buying opportunities. AEW will provide
$50 million of equity capital for the joint venture, and
Boykin will provide approximately $17 million and serve as
the operating partner of the joint venture.

17



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##### Table of Contents



The Boykin/ AEW venture partnered with a private investor in
August 1999, forming Boykin Chicago, LLC (Boykin
Chicago), in which Boykin/ AEW has a 75% interest.
Boykins initial investment in this joint venture was
approximately $4.3 million. Boykin Chicago purchased the
421-room Executive Plaza Hotel located in Chicago, Illinois for
cash consideration of $48 million or approximately $114,000
per room. Thirty million dollars of the purchase price was funded
 through non-recourse debt secured by the hotel. We have an
18.75% effective ownership in Boykin Chicago through our joint
venture in AEW. Our share of the results of Boykin Chicago have
been reflected in the accompanying financial statements under the
 equity method of accounting.

At the end of 1999, we owned interests in 32 hotels containing a
total of 9,110 guest rooms located in 17 different states.

Our principal source of revenue is lease payments from lessees
pursuant to percentage lease agreements. Percentage lease revenue
 is based upon the room, food and beverage and other revenues of
our hotels. The lessees ability to make payments to us
pursuant to the percentage leases is dependent primarily upon the
 operations of the hotels.

RESULTS OF OPERATIONS

The following discusses our actual results of operations for 1999
 compared to 1998 and 1998 compared to 1997. It also discusses
our pro forma results of operations for the year ended
December 31, 1998 compared to actual 1999 results. There are
 no pro forma adjustments to our actual results for 1999,
however, the 1998 pro forma information is presented as if the
following items had been consummated as of January 1, 1998:



| |   |                                                                                       
| | - | --------------------------------------------------------------------------------------
| |  | our sale of 4.5 million common shares in February 1998;                               
|
| |  | our issuance of 3.1 million common shares in May 1998
	related to the Red Lion merger;
|
| |  | our acquisitions in 1998; and                                                         
|
| |  | our repurchase of 114,500 common shares in 1998.                                      

Because the rent we collect from BMC and its subsidiaries
constitutes a significant portion of our lease revenues, we
believe that a discussion of the historical and pro forma
operations of BMC is also important to understand our business.
The pro forma information of BMC is presented as if our
March 1998 acquisitions of two hotels leased by BMC and our
August 1999 acquisition of the Executive Plaza Hotel leased
by ChiBoy, a wholly-owned subsidiary of BMC, were consummated as
of January 1, 1998.

Boykin Lodging Company

Actual Results of Operations Year Ended December 31, 1999
 Compared to Year Ended 1998

Our percentage lease revenue increased to $85.3 million in
1999 from $69.7 million in 1998, primarily because of
recording a full years results of operations in 1999 for
the 14 hotels we acquired in 1998, as well as increased
percentage lease revenues in 1999 from hotels that underwent
significant renovations in 1998. Percentage lease revenue payable
 by BMC represented $70.9 million, or 83.1% of total
percentage lease revenue in 1999, compared to 81.3% in 1998. The
increase in the amount of 1999 percentage lease revenues from BMC
 is attributable to a full year of lease payments in 1999 for the
 ten DoubleTree hotels acquired in May 1998, which are
leased to a subsidiary of BMC. Acquisition and asset management
fees related to our acquisition of the Executive Plaza Hotel
through our new venture with AEW caused interest and other income
 to increase to $.9 million in 1999 from $.4 million in
 1998.

Income before minority interests and extraordinary item decreased
 from $22.2 million in 1998 to $19.7 million in 1999.
As a percent of total revenues, income before minority interests
and extraordinary item decreased to 22.9% in 1999 from 31.7% in
1998, primarily resulting from:



| |   |                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an increase in interest expense to $20.6 million in 1999, or
	 23.9% of total revenues, compared to $13.9 million, or
	19.8%, in 1998, due to an increase in the average outstanding
	debt balances in 1999. New debt associated with our 1998
	acquisitions and the Red Lion merger increased our

18



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##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | interest expense in 1999 as these borrowings, outstanding for a
	full year, contained interest charges for a full year.                                                                                                                                                                                     
|
| |  | an increase in real estate related depreciation and amortization,
	 as a percent of total revenue, to 33.5% in 1999 from 30.3% in
	1998 because hotel acquisitions in 1998 increased the size of our
	 hotel portfolio and were reflected in the full years
	results in 1999.                              
|
| |  | general and administrative expenses increased, as a percentage of
	 total revenue, to 6.6% in 1999 from 5.3% in 1998, primarily
	because of the incremental costs associated with hiring
	management personnel to support the increased reporting and
	support requirements of a larger portfolio of hotels.

Net income was $18.1 million in 1999 compared to
$19.0 million in 1998. Minority interest applicable to the
operating partnership and joint venture partnerships included in
income before extraordinary item was $1.6 million in 1999,
or 1.9% of total revenues, compared to $2.1 million, or 2.9%
 in 1998. The extraordinary charge (net of minority interest of
$.1 million in 1998) of $1.1 million in 1998
represented the write-off of deferred financing costs associated
with our former $150 million secured credit facility which
was replaced with a new, increased unsecured facility.

Our FFO in 1999 was $48.2 million compared to
$42.8 million in 1998. For a definition of FFO,
reconciliation of net income to FFO and discussion why we believe
 FFO is an important measure to investors of a REITs
financial performance, please see Item 6. Selected
Financial Data on page 15.

Actual Year Ended 1999 Results of Operations
Compared to Pro Forma Results of Operations Year Ended 1998

Our 1999 revenue increased 3.4% to $86.2 million from 1998
pro forma revenue of $83.4 million. This increase is
primarily because of increased percentage lease revenues in 1999
from hotels that underwent significant renovations in 1998.
Acquisition and asset management fees related to our acquisition
of the Executive Plaza Hotel through our new venture with AEW
also caused total revenues to increase in 1999.

Our 1999 expenses before minority interest, consisting
principally of depreciation and amortization, property taxes,
insurance, ground rent, general administrative expenses and
interest expense increased $6.2 million, or 10.4%, to
$66.4 million compared to 1998 pro forma expenses of
$60.2 million. The principal factors for these increases are
 attributable to higher interest expense, general and
administrative expenses, depreciation and amortization, and
taxes, insurance and ground rent expense.

General and administrative expenses increased $2.0 million
in 1999 compared to pro forma 1998, or 52.3%, primarily because
of incremental costs associated with hiring management personnel
to support the increased reporting and support requirements of a
larger portfolio of hotels. Real estate and personal property
taxes, insurance and ground rent expense increased 6.5% to
$10.4 million in 1999 from $9.8 million in pro forma
1998, primarily because of higher assessed property taxes in
1999. Interest expense in 1999, of $20.6 million, increased
$.9 million, or 4.6%, from $19.7 million for the pro
forma year ended 1998 because of higher average borrowing levels
in 1999 compared to 1998 associated with funding planned capital
expenditures. FFO for the year ended December 31, 1999
decreased to $48.2 million compared to pro forma FFO of
$48.7 million in 1998.

During 1999, the ADR at our hotels (including the Executive Plaza
 Hotel acquired in 1999 but not consolidated in Boykins
results of operations) increased to $91.88 compared to $91.47 in
1998. The weighted average occupancy increased to 68.5% from
65.9% in 1998. This resulted in a 4.4% increase in REVPAR to
$62.92 in 1999, compared to $60.25 in 1998, which compared
favorably to the 1999 industry average REVPAR

19



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##### Table of Contents





|                                     |  |      |       |           |  |        |       |      |  |      |       |      |  |  |       |  |  |   |       |  |  |   |       | 
|------------------------------------ |  | ---- | ----- | --------- |  | ------ | ----- | ---- |  | ---- | ----- | ---- |  |  | ----- |  |  | - | ----- |  |  | - | ----- | 
|                                     |  |      |       |           |  |       
|                                     |  | ADR  |       | Occupancy |  | REVPAR
|                                     |  |      |       |           |  |       
|                                     |  | 1999 |       | 1998      |  | 1999   |       | 1998 |  | 1999 |       | 1998
|                                     |  |      |       |           |  |        |       |      |  |      |       |     
|All Hotels (32 Properties)           |  | $    | 91.88 |           |  | $      | 91.47 |      |  |      | 68.5% |      |  |  | 65.9% |  |  | $ | 62.92 |  |  | $ | 60.25 | 
|                                    
|                                    
|                                    
|                                    
|Initial Hotels (9 Properties)        |  | $    | 98.27 |           |  | $      | 95.62 |      |  |      | 72.4% |      |  |  | 71.7% |  |  | $ | 71.19 |  |  | $ | 68.58 | 
|                                    
|                                    
|                                    
|                                    
|Acquired Hotels (13 Properties)      |  | $    | 94.21 |           |  | $      | 93.13 |      |  |      | 63.8% |      |  |  | 59.3% |  |  | $ | 60.14 |  |  | $ | 55.20 | 
|                                    
|                                    
|                                    
|                                    
|DoubleTree Portfolio (10 properties) |  | $    | 84.26 |           |  | $      | 86.39 |      |  |      | 70.9% |      |  |  | 69.1% |  |  | $ | 59.70 |  |  | $ | 59.66 | 

No assurance can be given that the trends reflected in this data
applicable to the hotels will continue or that ADR, occupancy,
and REVPAR will not decrease as a result of changes in national
or local economic or hospitality industry conditions.

Actual Results of Operations Year Ended December 31, 1998
 Compared to Year Ended 1997

Our percentage lease revenue increased to $69.7 million in
1998 from $37.9 million in 1997, primarily because the
number of hotels we owned increased from 17 to 31 during the
year. Percentage lease revenue payable by BMC represented
$56.7 million, or 81.3% of total percentage lease revenue in
 1998, compared to 91.9% in 1997. The amount of percentage lease
revenues from BMC, as a percentage of total lease revenues,
decreased in 1998 because of the addition of third party lessees
in 1998.

Income before minority interests and extraordinary item increased
 to $22.2 million in 1998 compared to $17.4 million in
1997. As a percent of total revenues, income before minority
interests and extraordinary item decreased to 31.7% in 1998 from
45.6% in 1997, primarily resulting from:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an increase in interest expense to $13.9 million in 1998, or
	 19.8% of total revenues, in 1998, compared to
	$2.65 million, or 6.9%, in 1997, due to an increase in the
	average outstanding debt balances associated with the purchase of
	 additional hotels. Interest expense in 1997 was unusually low
	due to minimal borrowings under our credit facility as the
	remaining funds from our IPO were used to fund the majority of
	acquisitions in the first half of 1997. New debt associated with
	our 1998 acquisitions and the Red Lion merger increased our
	interest expense in 1998.
|
| |  | an increase in real estate related depreciation and amortization,
	 as a percent of total revenue, from 26.5% in 1997 to 30.3% in
	1998 because of an increase in the size of our hotel portfolio.                                                                                                                                                                                                                                                                                                                                                                                               

General and administrative expenses decreased, as a percentage of
 total revenue, from 6.3% in 1997 to 5.3% in 1998, and personal
property taxes, insurance, and ground rent, as a percentage of
revenues also decreased from 13.5% in 1997 to 12.0% in 1998.

Net income was $19.0 million in 1998 compared to
$14.3 million in 1997. Minority interest applicable to the
operating partnership and joint venture partnerships included in
income before extraordinary item was $2.1 million in 1998,
or 2.9% of total revenues, compared to $2.2 million, or 5.8%
 in 1997. Extraordinary charges (net of minority interest of
$.2 million and $.1 million in 1997 and 1998,
respectively) increased from $.9 million in 1997 to
$1.1 million in 1998. The extraordinary charge in 1998
represented the write-off of deferred financing costs associated
with our former $150 million secured credit facility which
was replaced with a new $250 million unsecured facility. The
 extraordinary charge in 1997 represented the write-off of
deferred financing costs incurred in connection with increasing
our available credit facility in October 1997 and the
retirement of mortgage indebtedness of one of the joint ventures.

Our FFO in 1998 was $42.8 million compared to
$27.4 million in 1997. For a definition of FFO,
reconciliation of net income to FFO and discussion of why we
believe FFO is an important measure to investors of a REITs
 financial performance, please see Item 6. Selected
Financial Data on page 15.

20



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##### Table of Contents



BMC

Actual Results of Operations Year Ended December 31, 1999
 Compared to Year Ended 1998

For the year ended December 31, 1999, BMC had hotel revenues
 of $252.4 million compared to $235.7 million in 1998.
The increase was due to the commencement of the Executive Plaza
Hotel lease in August 1999, a full year of results in 1999
for two hotel leases that commenced in March 1998, and an
increase in 1999 revenues at hotels that underwent significant
renovations in 1998.

Percentage lease expense during 1999 was $73.3 million, or
29.0% of hotel revenues, compared to $67.4 million, or 28.6%
 of hotel revenues, in 1998. Departmental and other hotel
operating expenses, consisting primarily of rooms expenses, food
and beverage costs, franchise fees, utilities, repairs and
maintenance, and other general and administrative expenses of the
 hotels, were $178.6 million in 1999 compared to
$170.2 million in 1998. As a percent of hotel revenues, the
departmental and other hotel operating expenses decreased to
70.7% in 1999 from 72.2% in 1998, because of increases in hotel
revenues at a higher rate relative to increased expenses
incurred.

Actual Results of Operations Year Ended December 31, 1998
 Compared to Year Ended 1997

For the year ended December 31, 1998 BMC had hotel revenues
of $235.7 million compared to $110.5 million in 1997.
The increase was due to the increase in the number of hotels
leased, from 13 at December 31, 1997 to 25 at
December 31, 1998. BMC recorded net income of $47,000 in
1998 compared to $1.7 million in 1997.

Percentage lease expense during 1998 was $67.4 million, or
28.6% of hotel revenues, compared to $34.8 million, or 31.5%
 of hotel revenues, in 1997. Departmental and other hotel
operating expenses, consisting primarily of rooms expenses, food
and beverage costs, franchise fees, utilities, repairs and
maintenance, and other general and administrative expenses of the
 hotels were $170.2 million in 1998 compared to
$75.9 million in 1997. As a percent of hotel revenues, the
departmental and other hotel operating expenses increased from
68.6% in 1997 to 72.2% in 1998, because of the additional hotels
and management fees paid for the DoubleTree hotels.

Pro Forma Results of Operations Year Ended 1999 Compared to
1998

For the year ended December 31, 1999, BMCs pro forma
hotel revenues would have been $263.9 million, an increase
of $9.4 million, or 3.7%, over pro forma hotel revenues for
the year ended December 31, 1998 of $254.5 million. The
 increase in revenues for 1999 compared to 1998 is primarily the
result of increases in occupancy and average daily rates
experienced at many of the BMC hotels, primarily those which were
 disrupted in 1998 while undergoing significant renovations.

Pro forma percentage lease expense would have increased 4.7%, to
$77.7 million in 1999, from $74.2 million in 1998
because of increased hotel revenues. Pro forma departmental
expenses and other hotel operating expenses of BMC would have
been $184.9 million in 1999 compared to $180.3 million
in 1998, an increase of 2.6%. As a percentage of hotel revenues,
these expenses would have decreased slightly from 70.8% in 1998
to 70.1% in 1999.

Pro forma net income of BMC would have been $3.5 million in
1999 compared to net income of $2.0 million in 1998.

Liquidity and Capital Resources

Our principal source of cash to meet our cash requirements,
including distributions to shareholders, is our share of the
Partnerships cash flow from the percentage leases. The
lessees obligations under the percentage leases are
unsecured and the lessees ability to make rent payments to
the Partnership under the percentage leases are dependent on the
lessees ability to generate sufficient cash flow from the
operation of the hotels.

As of December 31, 1999, we had $4.0 million of
unrestricted cash and cash equivalents, $3.6 million of
restricted cash for the payment of capital expenditures, real
estate taxes and insurance and we had outstanding borrowings
totaling $119.0 million and $175.0 million against our
credit facility and term notes payable,

21



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##### Table of Contents





We have a $175 million credit facility available, as limited
 under terms of the credit agreement, to fund acquisitions of
additional hotels, renovations and capital expenditures, and for
our working capital needs. For information relating to the terms
of our credit facility and our $130 million and
$45 million term notes payable, please see Notes 5 and 6,
respectively, of the Notes to Consolidated Financial Statements
of Boykin Lodging Company included in this Form 10-K. We may
 seek to negotiate additional credit facilities or issue debt
instruments. Any debt incurred or issued by us may be secured or
unsecured, long-term, medium-term or short-term, bear interest at
 a fixed or variable rate, and be subject to such other terms as
the Board of Directors considers prudent.

Our joint venture with AEW should also allow us to take advantage
 of acquisition opportunities in the lodging industry with
private capital at a time when public equity financing is
limited. The venture with AEW also allows us to receive fees and
incentive returns based on the performance of assets we have
acquired to date and may acquire in the future.

We have an active shelf registration statement with the
Securities and Exchange Commission for the issuance of up to
$187.5 million in securities. Securities issued under this
registration statement may be preferred shares, depository
shares, common shares or any combination thereof, and may be
issued at different times, depending on market conditions.
Warrants to purchase these securities may also be issued. The
terms of issuance of any securities covered by this registration
statement would be determined at the time of their offering.

In 1998, our Board of Directors approved a program to repurchase
up to one million of our common shares on the open market at
favorable prices. In 1998, we repurchased 114,500 common shares
under this program at an average price of $15.98 totaling
$1.8 million.

In 1999, we implemented a Dividend Reinvestment and Optional
Share Purchase Plan. The plan provides our shareholders with a
convenient opportunity to automatically reinvest dividends and to
 make voluntary cash investments in our common shares at a
discount to market prices and without paying brokerage
commissions.

Our percentage lease revenues and cash flow are dependent in
large part upon the hotel revenues recognized by our lessees.
There can be no assurance that those revenues will meet expected
levels. The availability of borrowings under the credit facility
is restrained by borrowing base and loan-to-value limits, as well
 as other financial performance covenants contained in the
agreement. There can be no assurance that funds will be available
 in anticipated amounts from the credit facility. Additionally,
no assurance can be given that we will make distributions in the
future at the current rate, or at all.

Inflation

Our revenues are from percentage leases, which can change based
on changes in the revenues of our hotels. Therefore, we rely
entirely on the performance of the hotels and the lessees
ability to increase revenues to keep pace with inflation.
Operators of hotels in general, and our lessees, can change room
rates quickly, but competitive pressures may limit the
lessees ability to raise rates to keep pace with inflation.

Our general and administrative costs as well as real estate and
personal property taxes, property and casualty insurance and
ground rent are subject to inflation.

Seasonality

Our hotels operations historically have been seasonal.
Twenty-seven of our hotels maintain higher occupancy rates during
 the second and third quarters. The five hotels located in
Florida experience their highest occupancy in the first quarter.
This seasonality pattern can be expected to cause fluctuations in
 our quarterly lease revenue under the percentage leases. To the
extent that cash flow from operations is insufficient during any
quarter because of temporary or seasonal fluctuations in
percentage lease revenue, we expect to utilize cash on hand or
borrowings to make those distributions. No assurance can be given
 that we will make distributions in the future at the current
rate, or at all.

22



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##### Table of Contents






Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our primary market risk exposure consists of changes in interest
rates on borrowings under our debt instruments that bear interest
 at variable rates that fluctuate with market interest rates.
These debt instruments include our unsecured credit facility, our
 $45 million secured term loan and our 18.8% share of Boykin
 Chicagos $30 million term note payable.

We have entered into both variable and fixed rate debt
arrangements to allow us to optimize the balance of using
variable rate debt versus fixed rate debt. Our variable rate debt
 allows us to maximize financial flexibility when selling
properties and minimize potential prepayment penalties on fixed
rate loans. Our $130 million, 6.9% fixed rate term note
allows us to minimize our interest rate risk exposure.
Approximately 56% and 55% of our outstanding debt was subject to
variable rates at December 31, 1999 and 1998, respectively.
The average interest rate of our variable rate debt decreased
from 7.3% in 1998 to 7.0% in 1999.

We review interest rate exposure quarterly in an effort to
minimize the risk of interest rate fluctuations. It is our policy
 to manage our exposure to fluctuations in market interest rates
on our borrowings, through the use of fixed rate debt
instruments, to the extent that reasonably favorable rates are
obtainable with such arrangements, and after considering the need
 for financial flexibility related to our debt arrangements. We
may enter into forward interest rate, or similar agreements, to
hedge our variable rate debt instruments where we believe the
risk of adverse changes in market rates is significant. Under a
forward interest rate agreement, if the referenced interest rate
increases, we would be entitled to a receipt in settlement of the
 agreement that economically would offset the higher financing
cost of the debt issued. If the referenced interest rate
decreases, we would make payments in settlement of the agreement,
 creating an expense that economically would offset the reduced
financing cost of the debt issued. At December 31, 1999 and
1998, we were not a party to any forward interest rate or similar
 agreements other than an interest rate cap contract that exists
under a loan agreement with Boykin Chicago. We do not have any
other material market-sensitive financial instruments.

We do not believe that changes in market interest rates will have
 a material impact on the performance or fair value of our hotel
portfolio as the value of our hotel portfolio is based primarily
on the operating cash flow of the hotels, before interest expense
 charges. However, a change of 1/4% in the index rate to which
our variable rate debt is tied would change our annual interest
incurred by $.4 million, based upon the balances outstanding
 on our variable rate instruments at December 31, 1999.

We estimate that the current market rate that we could obtain for
 a debt instrument of similar terms and maturity as our
$130 million, 6.9% fixed rate term note, would be
approximately 8.25%.

See Notes 2, 5, and 6 to the consolidated financial statements
for discussion of fair values of financial instruments and the
terms of the unsecured credit facility and the term notes
payable.

Item 8.  Consolidated Financial Statements and
Supplementary Data

See Index to the Financial Statements on page F-1.

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

Not applicable.

23



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##### Table of Contents






PART III




Item 10.  Directors and Executive Officers of the
Registrant

The information required by this Item 10 is incorporated by
reference to the information under the headings Election of
 Directors and Section 16(a) Beneficial
Ownership Reporting Compliance contained in Boykins
Proxy Statement in connection with its Annual Meeting of
Shareholders to be held on May 23, 2000, and the information
 under the heading Executive Officers in Part I of
this Annual Report on Form 10-K.




Item 11.  Executive Compensation

The information required by this Item 11 is incorporated by
reference to the information under the heading Executive
Compensation contained in Boykins Proxy Statement in
connection with its Annual Meeting of Shareholders to be held on
May 23, 2000.




Item 12.  Security Ownership of Certain Beneficial
Owners and Management

The information required by this Item 12 is incorporated by
reference to the information under the heading Security
Ownership of Certain Beneficial Owners and Management
contained in Boykins Proxy Statement in connection with its
 Annual Meeting of Shareholders to be held on May 23, 2000.




Item 13.  Certain Relationships and Related
Transactions

The information required by this Item 13 is incorporated by
reference to the information under the heading Transactions
 with Management contained in Boykins Proxy Statement
 in connection with its Annual Meeting of Shareholders to be held
 on May 23, 2000.

24



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##### Table of Contents



BOYKIN LODGING COMPANY

AS OF DECEMBER 31, 1999 AND 1998





INDEX TO FINANCIAL STATEMENTS

|                                                                             |                                                                                                                      |  |  |      | 
|---------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- |  |  | ---- | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Boykin Lodging Company:                                                      |                                                                                                                      |  |  |     
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Report of Independent Public Accountants                                                                             |  |  | F-2  | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Balance Sheets as of December 31, 1999 and 1998                                                         |  |  | F-3  | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Income for the Years Ended
	December 31, 1999, 1998 and 1997                              |  |  | F-4  | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Shareholders Equity for the
	Years Ended December 31, 1999, 1998 and 1997                |  |  | F-5  | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Cash Flows for the Years Ended
	December 31, 1999, 1998 and 1997                          |  |  | F-6  | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Notes to Consolidated Financial Statements                                                                           |  |  | F-7  | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Schedule III  Real Estate and Accumulated
	Depreciation as of December 31, 1999                                     |  |  | F-20 | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Boykin Management Company Limited Liability Company and
	Subsidiaries (BMC): |                                                                                                                      |  |  |     
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Report of Independent Public Accountants                                                                             |  |  | F-22 | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Balance Sheets as of December 31, 1998 and 1997                                                         |  |  | F-23 | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Operations and Comprehensive Income
	for the Years Ended December 31, 1999, 1998 and 1997 |  |  | F-24 | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Members Capital for the Years
	Ended December 31, 1999, 1998 and 1997                    |  |  | F-25 | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Cash Flows for the Years Ended
	December 31, 1999, 1998 and 1997                          |  |  | F-26 | 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Notes to Consolidated Financial Statements                                                                           |  |  | F-27 | 

F-1



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##### Table of Contents






REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of



We have audited the accompanying consolidated balance sheets of
Boykin Lodging Company (an Ohio corporation) and subsidiaries as
of December 31, 1999 and 1998 and the related consolidated
statements of income, shareholders equity and cash flows
for each of the three years in the period ended December 31,
 1999. These financial statements and the schedule referred to
below are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Boykin Lodging Company and subsidiaries as of
December 31, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States.

Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The schedule listed
in the index of financial statements is the responsibility of
Boykin Lodging Companys management and is presented for
purposes of complying with the Securities and Exchange
Commissions rules and is not part of the basic financial
statements. The schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements
 and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Cleveland, Ohio,



F-2



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##### Table of Contents



BOYKIN LODGING COMPANY

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 1999 AND 1998

(dollar amounts in thousands)

|                                           |                                                                                                                                                             |      |         |         |   |   |         |         |  
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------- | ------- | - | - | ------- | ------- | -
|                                           |                                                                                                                                                             | 1999 |         | 1998   
|                                           |                                                                                                                                                             |      |         |        
|ASSETS                                     |                                                                                                                                                             |      |         |         |   |   |         |        
|                                          
|                                          
|                                          
|                                          
|Investment in hotel properties, net        |                                                                                                                                                             | $    | 584,875 |         |   | $ | 595,132 |        
|                                          
|                                          
|                                          
|                                          
|Cash and cash equivalents                  |                                                                                                                                                             |      | 3,971   |         |   |   | 5,643   |        
|                                          
|                                          
|                                          
|                                          
|Rent receivable from lessees:              |                                                                                                                                                             |      |         |         |   |   |         |        
|                                          
|                                          
|                                          
|                                          
|                                           | Related party lessees                                                                                                                                       |      |         | 4,280   |   |   |         | 4,748   |  
|                                          
|                                          
|                                          
|                                          
|                                           | Third party lessees                                                                                                                                         |      |         | 430     |   |   |         | 547     |  
|                                          
|                                          
|                                          
|                                          
|Deferred expenses, net                     |                                                                                                                                                             |      | 3,660   |         |   |   | 3,159   |        
|                                          
|                                          
|                                          
|                                          
|Restricted cash                            |                                                                                                                                                             |      | 3,572   |         |   |   | 4,330   |        
|                                          
|                                          
|                                          
|                                          
|Investment in unconsolidated joint venture |                                                                                                                                                             |      | 4,369   |         |   |   |        |        
|                                          
|                                          
|                                          
|                                          
|Other assets                               |                                                                                                                                                             |      | 946     |         |   |   | 1,503   |        
|                                           |                                                                                                                                                             |      |         |         |   |   |         |        
|                                           |                                                                                                                                                             | $    | 606,103 |         |   | $ | 615,062 |        
|                                           |                                                                                                                                                             |      |         |         |   |   |         |        
|                                          
|LIABILITIES AND SHAREHOLDERS EQUITY       |                                                                                                                                                             |      |         |         |   |   |         |        
|                                          
|                                          
|                                          
|                                          
|Borrowings against credit facility         |                                                                                                                                                             | $    | 119,000 |         |   | $ | 156,000 |        
|                                          
|                                          
|                                          
|                                          
|Term notes payable                         |                                                                                                                                                             |      | 175,000 |         |   |   | 130,000 |        
|                                          
|                                          
|                                          
|                                          
|Accounts payable and accrued expenses      |                                                                                                                                                             |      | 8,799   |         |   |   | 6,521   |        
|                                          
|                                          
|                                          
|                                          
|Dividends/distributions payable            |                                                                                                                                                             |      | 8,700   |         |   |   | 8,618   |        
|                                          
|                                          
|                                          
|                                          
|Due to lessees:                            |                                                                                                                                                             |      |         |         |   |   |         |        
|                                          
|                                          
|                                          
|                                          
|                                           | Related party lessees                                                                                                                                       |      |         | 796     |   |   |         | 2,971   |  
|                                          
|                                          
|                                          
|                                          
|                                           | Third party lessees                                                                                                                                         |      |         | 1,815   |   |   |         | 1,775   |  
|                                          
|                                          
|                                          
|                                          
|Minority interest in joint ventures        |                                                                                                                                                             |      | 7,755   |         |   |   | 11,251  |        
|                                          
|                                          
|                                          
|                                          
|Minority interest in operating partnership |                                                                                                                                                             |      | 10,508  |         |   |   | 11,710  |        
|                                          
|                                          
|                                          
|                                          
|SHAREHOLDERS EQUITY:                      |                                                                                                                                                             |      |         |         |   |   |         |        
|                                          
|                                          
|                                          
|                                          
|                                           | Preferred shares, without par value; 10,000,000 shares
	authorized, no shares issued and outstanding                                                        |      |         |        |   |   |         |        |  
|                                          
|                                          
|                                          
|                                          
|                                           | Common shares, without par value; 40,000,000 shares authorized;
	17,106,242 and 17,044,361 shares outstanding at December 31,
	 1999 and 1998, respectively |      |         |        |   |   |         |        |  
|                                          
|                                          
|                                          
|                                          
|                                           | Additional paid-in capital                                                                                                                                  |      |         | 310,396 |   |   |         | 307,512 |  
|                                          
|                                          
|                                          
|                                          
|                                           | Retained deficit                                                                                                                                            |      |         | (35,434 | ) |   |         | (21,296 | )
|                                          
|                                          
|                                          
|                                          
|                                           | Unearned compensation  restricted shares                                                                                                                   |      |         | (1,232  | ) |   |         |        |  
|                                           |                                                                                                                                                             |      |         |         |   |   |         |        
|                                           | Total shareholders equity                                                                                                                                  |      |         | 273,730 |   |   |         | 286,216 |  
|                                           |                                                                                                                                                             |      |         |         |   |   |         |        
|                                           |                                                                                                                                                             | $    | 606,103 |         |   | $ | 615,062 |        
|                                           |                                                                                                                                                             |      |         |         |   |   |         |        

The accompanying notes to consolidated financial statements



F-3



---



##### Table of Contents



BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

(amounts in thousands, except for per share data)

|                                                                                                                                       |                                                                     |         |        |        |        |      |        |        |        |   |        |        |       | 
|-------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------- | ------- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | - | ------ | ------ | ----- | 
|                                                                                                                                       |                                                                     | 1999    |        | 1998   |        | 1997
|                                                                                                                                       |                                                                     |         |        |        |        |     
|Revenues:                                                                                                                              |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       | Lease revenue from related party                                    |         | $      | 70,884 |        |      | $      | 56,708 |        |   | $      | 34,834 |      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       | Other lease revenue                                                 |         |        | 14,418 |        |      |        | 13,039 |        |   |        | 3,050  |      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       | Equity in income of unconsolidated joint venture                    |         |        | 23     |        |      |        |       |        |   |        |       |      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       | Interest and other income                                           |         |        | 857    |        |      |        | 375    |        |   |        | 382    |      
|                                                                                                                                       |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                       |                                                                     |         | 86,182 |        |        |      | 70,122 |        |        |   | 38,266 |       
|                                                                                                                                       |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Expenses:                                                                                                                              |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       | Real estate related depreciation and amortization                   |         |        | 28,878 |        |      |        | 21,265 |        |   |        | 10,148 |      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       | Real estate and personal property taxes, insurance and ground
	rent |         |        | 10,444 |        |      |        | 8,413  |        |   |        | 5,173  |      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       | General and administrative                                          |         |        | 5,705  |        |      |        | 3,745  |        |   |        | 2,404  |      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       | Interest expense                                                    |         |        | 20,610 |        |      |        | 13,905 |        |   |        | 2,653  |      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       | Amortization of deferred financing costs                            |         |        | 798    |        |      |        | 593    |        |   |        | 454    |      
|                                                                                                                                       |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                       |                                                                     |         | 66,435 |        |        |      | 47,921 |        |        |   | 20,832 |       
|                                                                                                                                       |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Income before minority interests and extraordinary item                                                                                |                                                                     |         | 19,747 |        |        |      | 22,201 |        |        |   | 17,434 |       
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|Minority interest in joint ventures                                                                                                    |                                                                     |         | (399   | )      |        |      | (461   | )      |        |   | (144   | )     
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|Minority interest in operating partnership                                                                                             |                                                                     |         | (1,226 | )      |        |      | (1,598 | )      |        |   | (2,066 | )     
|                                                                                                                                       |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Income before extraordinary item                                                                                                       |                                                                     |         | 18,122 |        |        |      | 20,142 |        |        |   | 15,224 |       
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|Extraordinary item  loss on early extinguishment of
	debt, net of minority interest of $110 and $172 in 1998 and 1997,
	 respectively |                                                                     |         |       |        |        |      | (1,138 | )      |        |   | (882   | )     
|                                                                                                                                       |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Net income applicable to common shares                                                                                                 |                                                                     | $       | 18,122 |        |        | $    | 19,004 |        |        | $ | 14,342 |       
|                                                                                                                                       |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Earnings per share:                                                                                                                    |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       |                                                                     | Basic   |        | $      | 1.06   |      |        | $      | 1.25   |   |        | $      | 1.51  | 
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       |                                                                     | Diluted |        | $      | 1.06   |      |        | $      | 1.25   |   |        | $      | 1.49  | 
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|Weighted average number of common shares outstanding:                                                                                  |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       |                                                                     | Basic   |        |        | 17,063 |      |        |        | 15,252 |   |        |        | 9,523 | 
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                       |                                                                     | Diluted |        |        | 17,127 |      |        |        | 15,252 |   |        |        | 9,595 | 

The accompanying notes to consolidated financial statements



F-4



---



##### Table of Contents



BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

(dollar amounts in thousands)

|                             |                                                               |        |            |            |   |          |         |              |   |       |         |         |   |   |        |        |   |   |         |         |  
|---------------------------- | ------------------------------------------------------------- | ------ | ---------- | ---------- | - | -------- | ------- | ------------ | - | ----- | ------- | ------- | - | - | ------ | ------ | - | - | ------- | ------- | -
|                             |                                                               |        |            | Additional |   |          |         |              |   |      
|                             |                                                               | Common |            | Paid-In    |   | Retained |         | Unearned     |   |      
|                             |                                                               | Shares |            | Capital    |   | Deficit  |         | Compensation |   | Total
|                             |                                                               |        |            |            |   |          |         |              |   |      
|Balance at December 31, 1996 |                                                               |        | 9,516,251  |            |   | $        | 123,828 |              |   | $     | (6,807  | )       |   | $ |       |        |   | $ | 117,021 |        
|                            
|                            
|                            
|                            
|                             | Issuance of common shares, net of offering expenses of $14    |        |            | 26,000     |   |          |         | 602          |   |       |         |        |   |   |        |       |   |   |         | 602     |  
|                            
|                            
|                            
|                            
|                             | Dividends declared  $1.80 per common share                   |        |            |           |   |          |         |             |   |       |         | (17,150 | ) |   |        |       |   |   |         | (17,150 | )
|                            
|                            
|                            
|                            
|                             | Net income                                                    |        |            |           |   |          |         |             |   |       |         | 14,342  |   |   |        |       |   |   |         | 14,342  |  
|                             |                                                               |        |            |            |   |          |         |              |   |       |         |         |   |   |        |        |   |   |         |        
|Balance at December 31, 1997 |                                                               |        | 9,542,251  |            |   |          | 124,430 |              |   |       | (9,615  | )       |   |   |       |        |   |   | 114,815 |        
|                            
|                            
|                            
|                            
|                             | Issuance of common shares, net of offering expenses of $8,058 |        |            | 7,616,610  |   |          |         | 184,912      |   |       |         |        |   |   |        |       |   |   |         | 184,912 |  
|                            
|                            
|                            
|                            
|                             | Common share purchases for treasury                           |        |            | (114,500   | ) |          |         | (1,830       | ) |       |         |        |   |   |        |       |   |   |         | (1,830  | )
|                            
|                            
|                            
|                            
|                             | Dividends declared  $1.88 per common share                   |        |            |           |   |          |         |             |   |       |         | (30,685 | ) |   |        |       |   |   |         | (30,685 | )
|                            
|                            
|                            
|                            
|                             | Net income                                                    |        |            |           |   |          |         |             |   |       |         | 19,004  |   |   |        |       |   |   |         | 19,004  |  
|                             |                                                               |        |            |            |   |          |         |              |   |       |         |         |   |   |        |        |   |   |         |        
|Balance at December 31, 1998 |                                                               |        | 17,044,361 |            |   |          | 307,512 |              |   |       | (21,296 | )       |   |   |       |        |   |   | 286,216 |        
|                            
|                            
|                            
|                            
|                             | Issuance of common shares, net of offering expenses of $35    |        |            | 61,881     |   |          |         | 2,384        |   |       |         |        |   |   |        | (1,584 | ) |   |         | 800     |  
|                            
|                            
|                            
|                            
|                             | Issuance of share warrant                                     |        |            |           |   |          |         | 500          |   |       |         |        |   |   |        |       |   |   |         | 500     |  
|                            
|                            
|                            
|                            
|                             | Dividends declared  $1.88 per common share                   |        |            |           |   |          |         |             |   |       |         | (32,260 | ) |   |        |       |   |   |         | (32,260 | )
|                            
|                            
|                            
|                            
|                             | Amortization of unearned compensation                         |        |            |           |   |          |         |             |   |       |         |        |   |   |        | 352    |   |   |         | 352     |  
|                            
|                            
|                            
|                            
|                             | Net income                                                    |        |            |           |   |          |         |             |   |       |         | 18,122  |   |   |        |       |   |   |         | 18,122  |  
|                             |                                                               |        |            |            |   |          |         |              |   |       |         |         |   |   |        |        |   |   |         |        
|Balance at December 31, 1999 |                                                               |        | 17,106,242 |            |   | $        | 310,396 |              |   | $     | (35,434 | )       |   | $ | (1,232 | )      |   | $ | 273,730 |        
|                             |                                                               |        |            |            |   |          |         |              |   |       |         |         |   |   |        |        |   |   |         |        

The accompanying notes to consolidated financial statements



F-5



---



##### Table of Contents



BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

(amounts in thousands)

|                                               |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |         |          |        |  
|---------------------------------------------- | -------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------- | ------------------------------------- | ------- | ------- | ------ | ----- | -------- | -------- | ------ | ------- | ------- | -------- | ------ | -
|                                               |                                                                                                                | 1999                                                                |                                       | 1998    |         | 1997  
|                                               |                                                                                                                |                                                                     |                                       |         |         |       
|Cash flows from operating activities:          |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Net income                                                                                                     |                                                                     | $                                     | 18,122  |         |        | $     | 19,004   |          |        | $       | 14,342  |         
|                                               | Adjustments to reconcile net income to net cash flow provided by
	operating activities                        |                                                                     |                                       |         |         |        |       |          |          |        |         |         |         
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                | Extraordinary item  noncash loss on early extinguishment of
	 debt |                                       |         |        |        |       |          | 1,138    |        |         |         | 883      |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                | Depreciation and amortization                                       |                                       |         | 29,676  |        |       |          | 21,858   |        |         |         | 10,602   |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                | Amortization of unearned compensation                               |                                       |         | 352     |        |       |          |         |        |         |         |         |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                | Equity in earnings of unconsolidated joint venture                  |                                       |         | (23     | )      |       |          |          |        |         |         |          |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                | Minority interests                                                  |                                       |         | 1,625   |        |       |          | 2,059    |        |         |         | 2,210    |       
|                                               |                                                                                                                | Changes in assets and liabilities                                  |                                       |         |         |        |       |          |          |        |         |         |          |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                |                                                                     | Rent receivable                       |         |         | 585    |       |          |          | (2,589 | )       |         |          | (951   | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                |                                                                     | Other assets                          |         |         | 557    |       |          |          | 370    |         |         |          | (1,200 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                |                                                                     | Accounts payable and accrued expenses |         |         | 2,278  |       |          |          | 837    |         |         |          | 1,936  |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                |                                                                     | Restricted cash                       |         |         | 758    |       |          |          | (4,330 | )       |         |          |       |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                                |                                                                     | Due to lessees                        |         |         | (2,135 | )     |          |          | 1,613  |         |         |          | 1,656  |  
|                                               |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|                                               |                                                                                                                | Net cash flow provided by operating activities                      |                                       |         | 51,795  |        |       |          | 39,960   |        |         |         | 29,477   |       
|                                               |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|Cash flows from investing activities:          |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Acquisitions of hotel properties, net of joint venture partner
	contribution                                   |                                                                     |                                       |        |         |        |       | (76,288  | )        |        |         | (97,043 | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Acquisition of Red Lion Inns Operating L.P., net of common shares
	 issued of $80,333 and cash acquired of $11 |                                                                     |                                       |        |         |        |       | (191,004 | )        |        |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Investment in unconsolidated joint venture                                                                     |                                                                     |                                       | (4,346  | )       |        |       |         |          |        |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Improvements and additions to hotel properties, net                                                            |                                                                     |                                       | (22,134 | )       |        |       | (32,492  | )        |        |         | (13,511 | )       
|                                               |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|                                               |                                                                                                                | Net cash flow used for investing activities                         |                                       |         | (26,480 | )      |       |          | (299,784 | )      |         |         | (110,554 | )     
|                                               |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|Cash flows from financing activities:          |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|                                              
|                                              
|                                              
|                                              
|                                               | Payments of dividends and distributions                                                                        |                                                                     |                                       | (34,606 | )       |        |       | (29,388  | )        |        |         | (17,781 | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Borrowings against credit facility                                                                             |                                                                     |                                       | 8,000   |         |        |       | 161,000  |          |        |         | 91,750  |         
|                                              
|                                              
|                                              
|                                              
|                                               | Repayment of borrowings against credit facility                                                                |                                                                     |                                       | (45,000 | )       |        |       | (96,750  | )        |        |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Term note borrowings                                                                                           |                                                                     |                                       | 45,000  |         |        |       | 130,000  |          |        |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Retirement of mortgage debt assumed                                                                            |                                                                     |                                       |        |         |        |       |         |          |        |         | (10,338 | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Payment of deferred financing costs                                                                            |                                                                     |                                       | (1,360  | )       |        |       | (2,975   | )        |        |         | (1,589  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Net proceeds from issuance of common shares                                                                    |                                                                     |                                       | 800     |         |        |       | 104,579  |          |        |         | 602     |         
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from issuance of share warrant                                                                        |                                                                     |                                       | 500     |         |        |       |         |          |        |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Distributions to joint venture minority interest partners, net                                                 |                                                                     |                                       | (323    | )       |        |       | (57      | )        |        |         |        |         
|                                              
|                                              
|                                              
|                                              
|                                               | Cash payments for redemption of certain limited partnership
	interests                                         |                                                                     |                                       |        |         |        |       | (967     | )        |        |         | (1,074  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Cash payment for common share purchases                                                                        |                                                                     |                                       |        |         |        |       | (1,830   | )        |        |         |        |         
|                                               |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|                                               |                                                                                                                | Net cash flow (used for) provided by financing activities           |                                       |         | (26,987 | )      |       |          | 263,612  |        |         |         | 61,570   |       
|                                               |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|Net change in cash and cash equivalents        |                                                                                                                | $                                                                   | (1,672                                | )       |         | $      | 3,788 |          |          | $      | (19,507 | )      
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents, beginning of period |                                                                                                                |                                                                     | 5,643                                 |         |         |        | 1,855 |          |          |        | 21,362  |        
|                                               |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        
|Cash and cash equivalents, end of period       |                                                                                                                | $                                                                   | 3,971                                 |         |         | $      | 5,643 |          |          | $      | 1,855   |        
|                                               |                                                                                                                |                                                                     |                                       |         |         |        |       |          |          |        |         |        

The accompanying notes to consolidated financial statements



F-6



---



##### Table of Contents



BOYKIN LODGING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1999 AND 1998


(dollar amounts in thousands except per share data)

1.  Background:

Boykin Lodging Company (Boykin) is a real estate
investment trust that owns hotels throughout the United States
and leases its properties to established hotel operators.
Boykins principal source of revenue is lease payments from
lessees pursuant to percentage lease agreements. Percentage lease
 revenue is based upon the room, food and beverage and other
revenues of Boykins hotels. The lessees ability to
make payments to Boykin pursuant to the percentage leases is
dependent primarily upon the operations of the hotels.

Formation and Significant Events

In November 1996, Boykin completed its initial public
offering (IPO) and through Boykin Hotel Properties,
L.P., an Ohio limited partnership (the Partnership),
acquired nine hotel properties and leased them to Boykin
Management Company Limited Liability Company (BMC).
BMC is owned by Robert W. Boykin, Chairman, President and
Chief Executive Officer of Boykin Lodging Company (53.8%) and his
 brother, John E. Boykin (46.2%). Boykin Lodging Company
currently has a 92.1% ownership interest in, is the sole general
partner of and does all its business through the Partnership. The
 Partnership acquired eight additional hotel properties in 1997
using remaining proceeds from the IPO and borrowings under
Boykins credit facility.

In February 1998, Boykin completed a follow-on public equity
 offering of 4.5 million common shares. The net proceeds of
approximately $106.3 million were contributed to the
Partnership and used to pay down existing indebtedness under the
credit facility, purchase limited partnership units from two
unaffiliated limited partners, fund the acquisitions of two
hotels purchased in March 1998 and for general corporate
purposes.

In May 1998, Boykin completed its merger with Red Lion Inns
Limited Partnership, in which Boykin acquired Red Lion Inns
Operating L.P. (OLP) which owns a portfolio of ten
DoubleTree-licensed hotels. In the transaction, Boykin issued
3.1 million common shares and paid approximately
$35.3 million in cash to the Red Lion limited partners and
general partner. The total consideration value, including assumed
 liabilities of approximately $155.7 million and common
shares issued valued at $80.3 million, was
$271.3 million.

In February 1999, Boykin formed a joint venture with AEW
Partners III, L.P. (AEW), an investment partnership managed by
AEW Capital Management, L.P., a Boston-based real estate
investment firm. Boykin formed the joint venture with AEW to take
 advantage of acquisition opportunities in the lodging industry.
Refer to Note 9 for further discussion related to the Boykin/ AEW
 venture.

At the end of 1999, Boykin owned interests in 32 hotels
containing a total of 9,110 guest rooms located in 17 different
states.

Consolidated Joint Ventures

Boykin currently has strategic alliances with three hotel
operators and owns four hotels with them through joint venture
structures. The following table sets forth the joint ventures
established with these hotel operators:

|                       |  |           |           |            |  |            |     |                     |  |               |     |  |  |                                          |  |  |               | 
|---------------------- |  | --------- | --------- | ---------- |  | ---------- | --- | ------------------- |  | ------------- | --- |  |  | ---------------------------------------- |  |  | ------------- | 
|                       |  |           |           | Boykin     |  | Lessee/JV  |     |                     |  |              
|                       |  | Lessee/JV |           | Ownership  |  | Ownership  |     | Hotel Owned         |  | Date of Hotel
|Name of Joint Venture  |  | Partner   |           | Percentage |  | Percentage |     | Under Joint Venture |  | Purchase     
|                       |  |           |           |            |  |            |     |                     |  |              
|BoyStar Ventures, L.P. |  |           | MeriStar  |            |  |            | 91% |                     |  |               | 9%  |  |  | Holiday Inn Minneapolis West             |  |  | July 1997     | 
|                      
|                      
|                      
|                      
|Shawan Road Hotel L.P. |  |           | Davidson  |            |  |            | 91% |                     |  |               | 9%  |  |  | Marriotts Hunt Valley Inn               |  |  | July 1997     | 
|                      
|                      
|                      
|                      
|Boykin San Diego LLC   |  |           | Outrigger |            |  |            | 91% |                     |  |               | 9%  |  |  | Hampton Inn San Diego Airport/ Sea World |  |  | November 1997 | 
|                      
|                      
|                      
|                      
|Boykin Kansas City LLC |  |           | MeriStar  |            |  |            | 80% |                     |  |               | 20% |  |  | DoubleTree Kansas City                   |  |  | November 1997 | 

F-7



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Basis of Presentation

The separate financial statements of Boykin, OLP, the
Partnership, and the consolidated joint ventures discussed above
are consolidated because Boykin exercises unilateral control over
 these entities. All significant intercompany transactions and
balances have been eliminated.

Reclassifications

Certain reclassifications have been made to the prior year
financial statements to conform with the current year
presentation.

2.  Summary of Significant Accounting Policies:

Investment in Hotel Properties

Hotel properties are stated at cost and are depreciated using the
 straight-line method over estimated useful lives ranging from 20
 to 40 years for buildings and improvements and 3 to
20 years for furniture and equipment

Boykin reviews the hotel properties for impairment when events or
 changes in circumstances indicate the carrying amounts of the
hotel properties may not be recoverable. When such conditions
exist, management estimates the future cash flows from operations
 and disposition of the hotel properties. If the estimated
undiscounted future cash flows are less than the carrying amount
of the asset, an adjustment to reduce the carrying amount to the
related hotel propertys estimated fair market value would
be recorded and an impairment loss would be recognized. Boykin
does not believe that there are any factors or circumstances
indicating impairment of any of its investment in hotel
properties.

Investment in hotel properties as of December 31, 1999 and
1998 consists of the following:

|                                |  |      |         |      |  |   |         |  
|------------------------------- |  | ---- | ------- | ---- |  | - | ------- | -
|                                |  | 1999 |         | 1998
|                                |  |      |         |     
|Land                            |  | $    | 55,532  |      |  | $ | 55,538  |  
|                               
|                               
|                               
|                               
|Buildings and improvements      |  |      | 522,916 |      |  |   | 512,165 |  
|                               
|                               
|                               
|                               
|Furniture and equipment         |  |      | 65,710  |      |  |   | 57,369  |  
|                               
|                               
|                               
|                               
|Construction in progress        |  |      | 2,274   |      |  |   | 2,772   |  
|                                |  |      |         |      |  |   |         |  
|                                |  |      | 646,432 |      |  |   | 627,844 |  
|                               
|                               
|                               
|                               
|Less - Accumulated depreciation |  |      | (61,557 | )    |  |   | (32,712 | )
|                                |  |      |         |      |  |   |         |  
|                                |  | $    | 584,875 |      |  | $ | 595,132 |  
|                                |  |      |         |      |  |   |         |  

The thirty-two hotel properties owned by Boykin at
December 31, 1999 are located in Florida (5), North Carolina
 (4), Ohio (3), California (3), Oregon (3), Washington (3), New
York, New Jersey, Missouri, Maryland, Illinois, Indiana,
Colorado, Minnesota, Idaho, Nebraska, and Tennessee and are
subject to percentage leases as described in Note 11.

Cash and Cash Equivalents

Cash and cash equivalents are defined as cash on hand and in
banks plus short-term investments with an original maturity of
three months or less.

F-8



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Deferred Expenses

Included in deferred expenses at December 31, 1999 and 1998
are the following:

|                         |  |      |        |      |  |   |       |  
|------------------------ |  | ---- | ------ | ---- |  | - | ----- | -
|                         |  | 1999 |        | 1998
|                         |  |      |        |     
|Financing costs          |  | $    | 4,335  |      |  | $ | 2,975 |  
|                        
|                        
|                        
|                        
|Franchise fees           |  |      | 652    |      |  |   | 652   |  
|                         |  |      |        |      |  |   |       |  
|                         |  |      | 4,987  |      |  |   | 3,627 |  
|                        
|                        
|                        
|                        
|Accumulated amortization |  |      | (1,327 | )    |  |   | (468  | )
|                         |  |      |        |      |  |   |       |  
|                         |  | $    | 3,660  |      |  | $ | 3,159 |  
|                         |  |      |        |      |  |   |       |  

Deferred financing costs are being amortized over the terms of
the related debt agreements. Accumulated amortization at
December 31, 1999 and 1998 was $1,161 and $363,
respectively.

Deferred franchise fees are being amortized on a straight-line
basis over the terms of related franchise agreements. Accumulated
 amortization at December 31, 1999 and 1998 was $166 and
$105, respectively.

Restricted Cash

Restricted cash consists of cash held in escrow reserves under
the terms of the term note payable discussed in Note 6. These
reserves relate to the payment of capital expenditures,
insurance, and real estate taxes.

Dividends/ Distributions

Boykin pays dividends which are dependent upon the receipt of
distributions from the Partnership.

Revenue Recognition

Boykin recognizes lease revenue for interim and annual reporting
purposes on an accrual basis pursuant to the terms of the
respective percentage leases.

In December 1999, the Securities and Exchange Commission issued a
 Staff Accounting Bulletin (SAB) No. 101
Revenue Recognition in Financial Statements, which
will change the interim reporting of revenues related to
Boykins leases. Boykin intends to adopt the provisions of
SAB No. 101 when required.

Minority Interests

Minority interest in the Partnership represents the limited
partners actual proportionate share of the equity in the
Partnership. Income is allocated to minority interest based on
the weighted average limited partnership percentage ownership
throughout the period.

Minority interest in joint ventures represents the joint venture
partners actual proportionate share of the equity in the
joint ventures. Income is allocated to minority interest based on
 the joint venture partners percentage ownership throughout
 the period, subject to minimum returns to the Partnership, as
defined in the joint venture agreements.

Income Taxes

Boykin qualifies as a REIT under Sections 856-860 of the
Internal Revenue Code. Accordingly, no provision for income taxes
 has been reflected in the accompanying consolidated financial
statements.

Boykins earnings and profits, as defined by federal income
tax law, will determine the taxability of distributions to
shareholders. Earnings and profits will differ from income
reported for financial reporting

F-9



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







|     |  |                 |       |                   |  |       |      |   |  |  |     |  
|---- |  | --------------- | ----- | ----------------- |  | ----- | ---- | - |  |  | --- | -
|Year |  | Ordinary Income |       | Return of Capital |  | Total
|     |  |                 |       |                   |  |      
|1999 |  |                 | 77.9  | %                 |  |       | 22.1 | % |  |  | 100 | %
|    
|    
|    
|    
|1998 |  |                 | 100.0 | %                 |  |       | 0.0  | % |  |  | 100 | %
|    
|    
|    
|    
|1997 |  |                 | 100.0 | %                 |  |       | 0.0  | % |  |  | 100 | %

Earnings Per Share

Boykin follows Statement of Financial Accounting Standards
(SFAS) No. 128, Earnings per Share.

Boykins basic and diluted earnings per share for the years
ended 1999, 1998 and 1997 are as follows:

|         |                                  |            |   |      |      |      |   |      |      |  |   |      |      | 
|-------- | -------------------------------- | ---------- | - | ---- | ---- | ---- | - | ---- | ---- |  | - | ---- | ---- | 
|         |                                  | 1999       |   | 1998 |      | 1997
|         |                                  |            |   |      |      |     
|Basic:   |                                  |            |   |      |      |      |   |      |      |  |   |     
|        
|        
|        
|        
|         | Income before extraordinary item |            | $ | 1.06 |      |      | $ | 1.32 |      |  | $ | 1.60 |     
|        
|        
|        
|        
|         | Extraordinary item               |            |   |     |      |      |   | (.07 | )    |  |   | (.09 | )   
|         |                                  |            |   |      |      |      |   |      |      |  |   |     
|         |                                  | Net income |   | $    | 1.06 |      |   | $    | 1.25 |  |   | $    | 1.51 | 
|         |                                  |            |   |      |      |      |   |      |      |  |   |     
|Diluted: |                                  |            |   |      |      |      |   |      |      |  |   |     
|        
|        
|        
|        
|         | Income before extraordinary item |            | $ | 1.06 |      |      | $ | 1.32 |      |  | $ | 1.59 |     
|        
|        
|        
|        
|         | Extraordinary item               |            |   |     |      |      |   | (.07 | )    |  |   | (.10 | )   
|         |                                  |            |   |      |      |      |   |      |      |  |   |     
|         |                                  | Net income |   | $    | 1.06 |      |   | $    | 1.25 |  |   | $    | 1.49 | 
|         |                                  |            |   |      |      |      |   |      |      |  |   |     

Basic earnings per share is based on the weighted average number
of common shares outstanding during the period whereas diluted
earnings per share adjusts the weighted average shares
outstanding for the effect of all dilutive securities. The
weighted average number of shares used in determining basic
earnings per share was 17,063,000, 15,252,000, and 9,523,000 for
the years ended December 31, 1999, 1998 and 1997. For 1999
and 1997, diluted per share amounts reflect incremental common
shares outstanding of 64,000 and 72,000 related to unexercised
share options and unvested restricted share grants as of
December 31, 1999 and 1997, respectively. There were no
dilutive share options or unvested restricted share grants
outstanding at December 31, 1998. There are no adjustments
to the reported amounts of income in computing diluted per share
amounts.

Partnership Units

At December 31, 1999 and 1998, a total of 1,291,000 limited
partnership units (Note 8) were issued and outstanding. The
weighted average number of limited partnership units outstanding
for the periods ended December 31, 1999, 1998 and 1997 were
1,291,000, 1,297,000, and 1,360,000, respectively. The weighted
average number of diluted common shares and limited partnership
units for the periods ended December 31, 1999, 1998 and 1997
 were 18,418,000, 16,549,000 and 10,883,000, respectively.

Fair Value of Financial Instruments

Fair value is determined by using available market information
and appropriate valuation methodologies. Boykins principal
financial instruments are cash, cash equivalents, restricted
cash, accounts receivable, borrowings against the credit
facility, and the term notes payable. Cash, cash equivalents,
restricted cash and rent receivable due to their short
maturities, are carried at amounts which reasonably approximate
fair value. As borrowings against the credit facility (Note 5)
bear interest at variable market rates, carrying value
approximates

F-10



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







At December 31, 1999, the estimated fair value of the
$130,000 term note payable (Note 6) was approximately $115,000,
assuming a rate on the term note of 8.25%. The estimated fair
value is based on the discounted value of contracted cash flows
estimated using rates currently offered for debt with similar
terms and maturities.

Use of Estimates

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

3.  Acquisitions of Hotel Properties:

The following table summarizes Boykins acquisitions in 1999
 and 1998:

|                          |  |                |  |             |             |           |  |          |       |             |  |        |         |  |  |  |        |  |  |         
|------------------------- |  | -------------- |  | ----------- | ----------- | --------- |  | -------- | ----- | ----------- |  | ------ | ------- |  |  |  | ------ |  |  | --------
|                          |  |                |  |             |             |           |  |          |       | Percentage  |  |       
|                          |  |                |  | Acquisition |             | Number of |  | Purchase |       | owned by    |  |       
|Hotel                     |  | Location       |  | Date        |             | Rooms     |  | Price    |       | Partnership |  | Lessee
|                          |  |                |  |             |             |           |  |          |       |             |  |       
|Executive Plaza Hotel     |  | Chicago, IL    |  |             | August 1999 |           |  |          | 421   |             |  | $      | 48,000  |  |  |  | 18.75% |  |  | ChiBoy  
|                         
|                         
|                         
|                         
|Radisson Hotel Mt. Laurel |  | Mt. Laurel, NJ |  |             | June 1998   |           |  |          | 283   |             |  | $      | 23,240  |  |  |  | 100%   |  |  | N/A     
|                         
|                         
|                         
|                         
|DoubleTree Portfolio      |  | Various        |  |             | May 1998    |           |  |          | 3,062 |             |  | $      | 271,300 |  |  |  | 100%   |  |  | Westboy 
|                         
|                         
|                         
|                         
|Pink Shell Beach Resort   |  | Fort Myers, FL |  |             | May 1998    |           |  |          | 208   |             |  | $      | 19,250  |  |  |  | 100%   |  |  | MeriStar
|                         
|                         
|                         
|                         
|High Point Radisson       |  | High Point, NC |  |             | March 1998  |           |  |          | 251   |             |  | $      | 10,600  |  |  |  | 100%   |  |  | BMC     
|                         
|                         
|                         
|                         
|Knoxville Hilton          |  | Knoxville, TN  |  |             | March 1998  |           |  |          | 317   |             |  | $      | 26,400  |  |  |  | 100%   |  |  | BMC     

Effective February 1, 2000, the Radisson Hotel Mt. Laurel is
 operated by Boykin pursuant to a management contract with a
wholly-owned subsidiary of BMC. Refer to Note 17 for further
discussion related to this subsequent event. All of the
acquisitions have been accounted for using the purchase method,
with the operating results of the acquired properties, except for
 the Executive Plaza Hotel, being included in the consolidated
operating results of Boykin since the respective dates of
acquisition.

4.  Intercompany Convertible Note:

At the time of the IPO, Boykin loaned $40,000 to the Partnership
in exchange for an intercompany convertible note that matures in
November 2001. Interest on the note accrues at a rate equal
to 9.75%, effective November 1999, and is payable quarterly.
 The note may be prepaid in full, but not in part, at any time.
Boykin has the right to convert the note, prior to maturity and
in advance of any proposed prepayment by the Partnership, into
additional equity interests in the Partnership at face value
based on the $20 per share IPO price of Boykins common
shares. The note is secured by mortgages on certain hotel
properties.

5.  Credit Facility:

Boykin has an unsecured credit facility with a group of banks,
which enables Boykin to borrow up to $175,000, subject to
borrowing base and loan-to-value limitations, at a rate of
interest that fluctuates at LIBOR plus 1.40% to 2.25%, as
defined. The weighted average interest rate under the facility in
 1999 and 1998 was 7.0% and 7.3%, respectively. Boykin is
required to pay a .25% fee on the unused portion of the credit
facility. The credit facility expires in June 2000, with an
additional one-year extension. As of December 31, 1999 and
1998, Boykin had $119,000 and $156,000, respectively, outstanding
 against the credit facility.

F-11



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





The credit facility requires Boykin, among other things, to
maintain a minimum net worth, a coverage ratio of EBITDA to debt
service, and a coverage ratio of EBITDA to debt service and fixed
 charges. The company is required to maintain the franchise
agreement at each hotel and to maintain its REIT status. Boykin
was in compliance with its covenants at December 31, 1999
and 1998.

6.  Term Notes Payable.

OLP has a $130,000 term loan agreement that expires in
June 2023 and may be prepaid without penalty or defeasance
after May 21, 2008. The loan bears interest at a fixed rate
of 6.9% for ten years, and at a new fixed rate to be determined
thereafter. The loan requires interest-only payments until
June 2000, with principal repayments commencing thereafter
based on a 25-year amortization schedule. The loan is secured by
ten DoubleTree hotels. Under covenants in the loan agreement,
assets of OLP are not available to pay the creditors of any other
 Boykin entity, except to the extent of permitted cash
distributions from OLP to Boykin. Likewise, the assets of other
Boykin entities are not available to pay the creditors of OLP.
The loan agreement also requires OLP to hold funds in escrow for
the payment of capital expenditures, insurance and real estate
taxes. The term note also requires OLP to maintain certain
financial covenants. OLP was in compliance with these covenants
at December 31, 1999 and 1998.

In October 1999, Boykin entered into a $45,000 term loan
agreement that expires in October 2002, with two additional
one-year extensions, subject to the satisfaction of certain
financial covenants, as defined in the agreement. The loan is
secured by three hotel properties and bears interest at a rate
that fluctuates with LIBOR plus 2%. The weighted average interest
 rate under the term note was 7.7%. The loan agreement requires
Boykin, among other things, to maintain a minimum net worth, a
coverage ratio of EBITDA to debt service and fixed charges, and
to maintain a leverage ratio below a specified level. Boykin is
required to maintain the franchise agreement at each hotel and to
 maintain its REIT status. Boykin was in compliance with its
covenants at December 31, 1999.

Maturities of long term debt at December 31, 1999 are as
follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|                   
|                   
|                   
|                   
|2000                |  | $ | 992     | 
|                   
|                   
|                   
|                   
|2001                |  |   | 2,090   | 
|                   
|                   
|                   
|                   
|2002                |  |   | 47,239  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 2,399   | 
|                   
|                   
|                   
|                   
|2004                |  |   | 2,569   | 
|                   
|                   
|                   
|                   
|2005 and thereafter |  |   | 119,711 | 
|                    |  |   |         | 
|                    |  | $ | 175,000 | 
|                    |  |   |         | 

7.  Description of Capital Shares:

Common Shares

Holders of Boykins common shares are entitled to receive
dividends, as and if declared by the Board of Directors, out of
funds legally available therefor. The holders of common shares,
upon any liquidation, dissolution or winding-up of Boykin, are
entitled to share ratably in any assets remaining after payment
in full of all liabilities of Boykin and all preferences of the
holders of any outstanding preferred shares. The common shares
possess ordinary voting rights, each share entitling the holder
thereof to one vote. Holders of common shares do not have
cumulative voting rights in the election of directors and do not
have preemptive rights.

F-12



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Preferred Shares

The Board of Directors is authorized to provide for the issuance
of two classes of preferred shares, each in one or more series,
to establish the number of shares in each series and to fix the
designation, powers, preferences and rights (other than voting
rights) of each series and the qualifications, limitations or
restrictions thereon. Because the Board of Directors has the
power to establish the preferences and rights of each series of
preferred shares, the Board of Directors may afford the holders
of any series of preferred shares preferences, powers and rights
senior to the rights of holders of common shares. The issuance of
 preferred shares could have the effect of delaying or preventing
 a change in control of Boykin. No preferred shares had been
issued or were outstanding as of December 31, 1999 and 1998.

8.  Limited Partnership Interests:

Pursuant to the Partnership Agreement, the limited partners of
the Partnership have exchange rights, which enable them to cause
the Partnership to pay cash for their interests in the
Partnership, or at Boykins election, to exchange common
shares for such interests. The exchange rights may be exercised
in whole or in part. The number of common shares initially
issuable to the limited partners upon exercise of the exchange
rights was 1,378,000. The number of shares issuable upon exercise
 of the exchange rights will be adjusted upon the occurrence of
stock splits, mergers, consolidations or similar pro rata share
transactions, which otherwise would have the effect of diluting
the ownership interests of the limited partners or the
shareholders of Boykin.

During 1998 and 1997, the Partnership purchased 40,976 and
45,910, respectively, of its outstanding limited partnership
units for aggregate cash consideration of $967 and $1,074,
respectively. The excess of the aggregate purchase price paid
over the capital account balances of the units purchased was $562
 and $610, respectively and was recorded as additional investment
 in hotel properties.

9.  Joint Venture With AEW:

In February 1999, Boykin formed a joint venture with AEW.
Pursuant to the joint venture agreement, AEW will provide $50,000
 of equity capital for the joint venture, and Boykin will provide
 approximately $17,000 and serve as the operating partner of the
joint venture. The joint venture agreement contains provisions
for AEW and Boykin to double their respective capital commitments
 under certain circumstances. In addition, as part of the
transaction, Boykin will receive incentive returns based on the
performance of acquired assets as well as other compensation as a
 result of the joint ventures activities. Because of the
non-controlling nature of its 25% ownership interest in the joint
 venture, Boykin accounts for its investment utilizing the equity
 method.

After the end of the two-year investment period, AEW has the
option to acquire convertible preferred shares in exchange for
its capital invested in the joint venture. Pursuant to the
venture agreements, AEW also purchased a warrant for $500. The
warrant gives AEW the right to buy up to $20,000 of Boykins
 preferred or common (at Boykins election) shares for
$16.48 a share. The warrant is exercisable after the two-year
investment period, and expires one year after it becomes
exercisable. The amount of the warrant will be reduced and
eliminated under the terms of the agreement on a dollar for
dollar basis as the last $20,000 of AEWs $50,000 capital is
 invested. If issued, the preferred shares would be convertible
into common shares at $16.48 per common share and have a minimum
cumulative annual dividend equivalent to $1.88 per common share,
Boykins current common share dividend. As of
December 31, 1999 AEW had the option to acquire preferred
shares convertible into 791,191 common shares after
February 2001.

In August 1999, the Boykin/ AEW venture partnered with a
private investor, forming Boykin Chicago, LLC, in which Boykin/
AEW has a 75% interest. Boykins investment in this joint
venture was $4,369 as of December 31, 1999. Boykin Chicago,
LLC purchased the 421-room Executive Plaza Hotel located in
Chicago, Illinois for cash consideration of $48,000. The
acquisition was accounted for as a purchase and was funded with

F-13



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







10.  Extraordinary Items:

In June 1998, in connection with obtaining the unsecured
credit facility discussed in Note 5, Boykin wrote off existing
deferred financing costs under the former secured facility
totaling $1,138. These charges, net of $110 of minority interest,
 were reflected as an extraordinary item in the accompanying
consolidated statement of income for the year ended
December 31, 1998.

In connection with obtaining an increased credit facility in 1997
 and retiring certain assumed mortgage indebtedness, Boykin wrote
 off existing deferred financing costs totaling $882. These
charges, net of $172 of minority interest, were reflected as an
extraordinary item in the accompanying consolidated statements of
 income for 1997.

11.  Percentage Lease Agreements:

The percentage leases have noncancelable remaining terms ranging
from one to nine years, subject to earlier termination on the
occurrence of certain contingencies, as defined. The rent due
under each percentage lease is the greater of minimum rent, as
defined, or percentage rent. Percentage rent applicable to room
and other hotel revenues varies by lease and is calculated by
multiplying fixed percentages by the total amounts of such
revenues over specified threshold amounts. Both the minimum rent
and the revenue thresholds used in computing percentage rents
applicable to room and other hotel revenues are subject to annual
 adjustments based on increases in the United States Consumer
Price Index (CPI). Percentage rent applicable to food and
beverage revenues is calculated by multiplying fixed percentages
by the total amounts of such revenues. Percentage lease revenues
were $85,302, $69,747 and $37,884, respectively, for the years
ended December 31, 1999, 1998 and 1997, of which
approximately $24,371, $18,746, and $12,303, respectively, was in
 excess of minimum rent.

Future minimum rentals (ignoring future CPI increases) to be
received by Boykin from BMC and from other lessees pursuant to
the percentage leases for each of the years in the period 2000 to
 2004 and in total thereafter are as follows:

|                    |  |         |         |         |  |        |        |  |  |   |         | 
|------------------- |  | ------- | ------- | ------- |  | ------ | ------ |  |  | - | ------- | 
|                    |  | Related |         |         |  |       
|                    |  | Party   |         | Other   |  |       
|                    |  | Lessees |         | Lessees |  | Totals
|                    |  |         |         |         |  |       
|2000                |  | $       | 50,483  |         |  | $      | 10,794 |  |  | $ | 61,277  | 
|                   
|                   
|                   
|                   
|2001                |  |         | 44,012  |         |  |        | 10,794 |  |  |   | 54,806  | 
|                   
|                   
|                   
|                   
|2002                |  |         | 36,991  |         |  |        | 9,334  |  |  |   | 46,325  | 
|                   
|                   
|                   
|                   
|2003                |  |         | 11,743  |         |  |        | 7,464  |  |  |   | 19,207  | 
|                   
|                   
|                   
|                   
|2004                |  |         | 8,993   |         |  |        | 7,464  |  |  |   | 16,457  | 
|                   
|                   
|                   
|                   
|2005 and thereafter |  |         | 18,144  |         |  |        | 21,862 |  |  |   | 40,006  | 
|                    |  |         |         |         |  |        |        |  |  |   |         | 
|                    |  | $       | 170,366 |         |  | $      | 67,712 |  |  | $ | 238,078 | 
|                    |  |         |         |         |  |        |        |  |  |   |         | 

12.  Share Compensation Plans:

Boykin has a Long-Term Incentive Plan (LTIP) which provides
for the granting to officers and eligible employees of incentive
or nonqualified share options, restricted shares, deferred
shares, share purchase rights and share appreciation rights in
tandem with options, or any combination thereof. Boykin has
reserved 1,700,000 common shares for issuance under the LTIP.

F-14



---



##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Share Option Plan

The table below summarizes information related to share option
grant and exercise activity in 1999, 1998 and 1997. In addition,
59,316 share options were cancelled in 1999 due to the
termination of an employee and 149,000 new options were granted
to officers, and non-employees directors subsequent to year end.

|     |  |                    |         |                       |  |                  |        |           |  |                 |      |  |  |  |       |  |  |   |       | 
|---- |  | ------------------ | ------- | --------------------- |  | ---------------- | ------ | --------- |  | --------------- | ---- |  |  |  | ----- |  |  | - | ----- | 
|     |  |                    |         |                       |  |                  |        |          
|     |  | Options Granted to |         |                       |  |                  |        |          
|     |  |                    |         | Weighted Average Fair |  |                  |        |          
|     |  | Officers and       |         | Non-employee          |  | Value of Options |        | Options   |  | Exercised Price
|Year |  | Employees          |         | Directors             |  | Granted          |        | Exercised |  | Per Share      
|     |  |                    |         |                       |  |                  |        |           |  |                
|1999 |  |                    | 20,000  |                       |  |                  |       |           |  | $               | 1.38 |  |  |  |      |  |  |   |      | 
|    
|    
|    
|    
|1998 |  |                    | 340,483 |                       |  |                  | 30,000 |           |  | $               | 2.10 |  |  |  | 5,000 |  |  | $ | 20.00 | 
|    
|    
|    
|    
|1997 |  |                    | 148,500 |                       |  |                  | 30,000 |           |  | $               | 2.54 |  |  |  | 5,000 |  |  | $ | 20.00 | 

As of December 31, 1999 and 1998, information related to
outstanding options was as follows:

|     |  |               |         |                     |  |                  |       |             |  |           |           |  |  |  |         |  |  |   |       | 
|---- |  | ------------- | ------- | ------------------- |  | ---------------- | ----- | ----------- |  | --------- | --------- |  |  |  | ------- |  |  | - | ----- | 
|     |  |               |         |                    
|     |  | Total Options |         | Exercisable Options
|     |  |               |         |                    
|     |  |               |         | Weighted            |  |                  |       |             |  | Weighted 
|     |  |               |         | Average             |  |                  |       |             |  | Average  
|     |  |               |         | Per Share           |  | Weighted Average |       |             |  | Per Share
|     |  | Options       |         | Exercise            |  | Remaining        |       | Options     |  | Exercise 
|Year |  | Outstanding   |         | Price               |  | Contractual Life |       | Outstanding |  | Price    
|     |  |               |         |                     |  |                  |       |             |  |          
|1999 |  |               | 924,667 |                     |  | $                | 20.23 |             |  |           | 7.6 years |  |  |  | 735,778 |  |  | $ | 19.93 | 
|    
|    
|    
|    
|1998 |  |               | 963,983 |                     |  | $                | 20.53 |             |  |           | 8.8 years |  |  |  | 385,343 |  |  | $ | 21.23 | 

Options vest over various periods ranging from one to nine years
from the date of grant. The term of each option granted will not
exceed ten years from date of grant, and the exercise price may
not be less than 100% of the fair market value of Boykins
common shares on the grant date.

Boykin has adopted the disclosure only provisions of SFAS
No. 123, Accounting for Stock-Based
Compensation, and applies Accounting Principles Board
Opinion No. 25 and related interpretations in accounting for
 its employee share option plan. If Boykin had elected to
recognize compensation costs for the LTIP based on the fair value
 at the grant dates for option awards consistent with the method
prescribed by SFAS No. 123, reported amounts of net income
and earnings per share would have been changed to the pro forma
amounts indicated below.

|                    |         |                   |        |                   |  |          |        |       |  |   |        |      |  |   |        |      | 
|------------------- | ------- | ----------------- | ------ | ----------------- |  | -------- | ------ | ----- |  | - | ------ | ---- |  | - | ------ | ---- | 
|                    |         |                   |        |                  
|                    |         | Year Ended        |        | Year Ended       
|                    |         | December 31, 1999 |        | December 31, 1998
|                    |         |                   |        |                  
|                    |         | As                |        | Pro               |  | As       |        | Pro  
|                    |         | Reported          |        | Forma             |  | Reported |        | Forma
|                    |         |                   |        |                   |  |          |        |      
|Net income          |         | $                 | 18,122 |                   |  | $        | 17,839 |       |  | $ | 19,004 |      |  | $ | 18,506 |     
|                   
|                   
|                   
|                   
|Earnings per share: |         |                   |        |                   |  |          |        |       |  |   |        |      |  |   |        |     
|                   
|                   
|                   
|                   
|                    | Basic   |                   | $      | 1.06              |  |          | $      | 1.05  |  |   | $      | 1.25 |  |   | $      | 1.21 | 
|                   
|                   
|                   
|                   
|                    | Diluted |                   | $      | 1.06              |  |          | $      | 1.04  |  |   | $      | 1.25 |  |   | $      | 1.21 | 

The fair value of employee share options used to compute the pro
forma amounts of net income and basic earnings per share was
estimated using the Black-Scholes option pricing model with the
following weighted average assumptions:

|                        |  |                    |           |      |  |  |           | 
|----------------------- |  | ------------------ | --------- | ---- |  |  | --------- | 
|                        |  |                   
|                        |  | Options Issued In:
|                        |  |                   
|                        |  | 1999               |           | 1998
|                        |  |                    |           |     
|Dividend yield          |  |                    | 10.00%    |      |  |  | 9.50%     | 
|                       
|                       
|                       
|                       
|Expected volatility     |  |                    | 29.05%    |      |  |  | 19.03%    | 
|                       
|                       
|                       
|                       
|Risk-free interest rate |  |                    | 6.18%     |      |  |  | 5.39%     | 
|                       
|                       
|                       
|                       
|Expected holding period |  |                    | 8.0 years |      |  |  | 6.6 years | 

F-15



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Restricted Share Grant Plan

In 1999, Boykin issued 113,343 restricted share grants to
officers and eligible employees. The restricted shares vest over
various periods ranging from one to five years from the date of
grant. The value of shares granted has been calculated based on
the average of the high and low share price on the date of grant
and is being amortized as compensation expense over the
respective vesting periods. For the year ended December 31,
1999, Boykins compensation expense related to these
restricted shares was $352. As of December 31, 1999, the
unearned compensation related to restricted share grants was
$1,232 and has been classified as a component of
shareholders equity in the accompanying balance sheet.
Subsequent to year end, an additional 44,200 restricted share
grants were issued to officers, employees and non-employee
directors.

13.  Employee Benefit Plans:

Boykin maintains two employee benefit plans, the Boykin Lodging
Company Money Purchase Pension Plan and the Boykin Lodging
Company Profit Sharing Plan. Both plans are defined contribution
plans, which were established to provide retirement benefits to
eligible employees. Boykins contributions to these plans
for the years ended December 31, 1999, 1998 and 1997 totaled
 $251, $140 and $127, respectively.

14.  Commitments:

In general, the percentage leases require Boykin to establish
reserves for capital expenditures. Boykin intends to use the
capital expenditures reserve for the replacement and
refurbishment of furniture, fixtures and equipment and other
capital expenditures although it may make other uses of the
amounts in the fund that it considers appropriate from time to
time.

Two of the hotels owned by Boykin and land related to another
hotel are subject to land leases which expire at various dates
through 2068. All leases require minimum annual rentals, and one
lease requires percentage rent based on hotel revenues. The other
 two leases are adjusted for increases in CPI every ten years.
Rental expense charged to operations related to these leases for
the years ended December 31, 1999, 1998 and 1997 was $1,066,
 $832 and $830, respectively.

As a result of the Red Lion merger in 1998, Boykin committed to a
 $20,000 capital renovation at some of the hotels in that
portfolio. Approximately $10,000 of the funds will be generated
through hotel capital expenditure reserves based on a percentage
of hotel revenues and restricted cash. The remaining $10,000 is
expected to be funded via operating cash and borrowings. As of
December 31, 1999, $12,242 of capital expenditures had been
spent by Boykin under this commitment.

The DoubleTree Kansas City purchased by Boykin K.C. in
November 1997 underwent a substantial renovation which was
completed in April 1997. The renovation was funded, in part,
 with $15,110 of proceeds from tax increment financing bonds
issued by the Redevelopment Authority of Kansas City, Missouri.
Debt service on the bonds is to be funded entirely by sales
taxes, payroll taxes, real estate taxes, hotel taxes and other
specified taxes and net revenues generated by the hotel. However,
 if the specified taxes generated by the hotel are insufficient
to satisfy the debt service requirements of the bonds, Boykin
K.C. could be obligated to fund such shortfall. In the opinion of
 management of Boykin, it is unlikely that Boykin K.C. will have
to fund any debt service on the bonds.

Boykins joint venture partner in Shawan has the right,
subject to certain performance criteria, to sell one-half of
their respective interests in this joint venture to Boykin at
fair market value, with Boykin retaining the option to fund the
purchase price with cash or through the issuance of common
shares. As of December 31, 1999, Boykins joint venture
 partner did not have the right to exercise this right.

F-16



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





15.  Related Party Transactions:

The Chairman, President and Chief Executive Officer of Boykin is
the majority shareholder of BMC. BMC and Westboy LLC, a
subsidiary of BMC, were significant sources of Boykins
percentage lease revenue through December 31, 1999, 1998 and
 1997. At December 31, 1999 and 1998, Boykin had rent
receivable of $4,280 and $4,748, respectively, due from related
party lessees.

Spectrum Design Services (Spectrum) is a wholly-owned
 subsidiary of BMC provides design, purchasing and project
management services to Boykin for capital improvements at its
hotels. The following table summarizes information related to
design, purchasing and project management services paid by Boykin
 to Spectrum, as well as expenses reimbursed to Spectrum, for the
 years ended December 31, 1999, 1998 and 1997:

|     |  |        |     |            |  |            |     |               |  |       |     |  |  |   |     |  |  |   |     | 
|---- |  | ------ | --- | ---------- |  | ---------- | --- | ------------- |  | ----- | --- |  |  | - | --- |  |  | - | --- | 
|     |  |        |     |            |  | Project    |     | Expense       |  |      
|Year |  | Design |     | Purchasing |  | Management |     | Reimbursement |  | Total
|     |  |        |     |            |  |            |     |               |  |      
|1999 |  | $      | 450 |            |  | $          | 283 |               |  | $     | 138 |  |  | $ | 104 |  |  | $ | 975 | 
|    
|    
|    
|    
|1998 |  |        | 290 |            |  |            | 285 |               |  |       |    |  |  |   | 97  |  |  |   | 672 | 
|    
|    
|    
|    
|1997 |  |        | 254 |            |  |            | 88  |               |  |       |    |  |  |   | 87  |  |  |   | 429 | 

At December 31, 1999 and 1998, Boykin had a payable to
related party lessees of $796 and $2,971, respectively, primarily
 for the reimbursement of capital expenditure costs incurred on
behalf of Boykin.

In September 1997, BMC purchased 20,000 common shares of
Boykin for cash consideration of $491. Boykin utilized the
proceeds to purchase 20,000 additional general partner units in
the Partnership.

16.  Statements of Cash Flows, Supplemental
Disclosures:

As of December 31, 1999, 1998 and 1997, $8,700, $8,618 and
$4,893, respectively, of dividends and partnership distributions
were declared but were not paid. In 1998, Boykin issued 3,109,606
 common shares, valued at $80,333, as partial consideration for
the acquisition of OLP. In 1997, the Partnership assumed $10,338
of existing debt which was immediately retired after closing of
an acquisition. Interest paid during the years ended
December 31, 1999, 1998, and 1997 was $20,521, $12,763, and
$2,059, respectively.

17.  Subsequent Event:

Effective February 1, 2000, the Partnership took over the
operations of the Radisson Hotel Mt. Laurel under REIT tax
regulations related to foreclosure properties. The hotel was
previously owned 85% by the Partnership under a joint venture
agreement with an affiliate of Radisson Hotels Worldwide
(Radisson) and was leased to the Radisson affiliate.
Under the terms of Boykins agreement with Radisson, the
lease was terminated and the Partnership obtained a 100% interest
 in the hotel. The hotel is managed by a wholly-owned subsidiary
of BMC pursuant to a long-term management agreement. The
elimination of Radissons minority interest in the hotel was
 accounted for as a $3,573 reduction in the value of the building
 as of December 31, 1999.

18.  Pro Forma Financial Information (Unaudited):

There are no pro forma adjustments to Boykins actual
results for 1999, however the pro forma financial information for
 1998 is presented as if the following significant transactions
had been consummated as of January 1, 1998:



| |   |                                                                                     
| | - | ------------------------------------------------------------------------------------
| |  | the share offering of 4,500,000 common shares in
	February 1998;                    
|
| |  | the issuance of 3,109,606 common shares in May 1998 related
	to the Red Lion merger;
|
| |  | the acquisitions of properties by Boykin in 1998;                                   
|
| |  | Boykins common share repurchase of 114,500 shares in 1998;                         

F-17



---



##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





|                                                                    |         |           |        |      | 
|------------------------------------------------------------------- | ------- | --------- | ------ | ---- | 
|                                                                    |         | Pro Forma
|                                                                    |         | 1998     
|                                                                    |         |          
|Lease revenue                                                       |         | $         | 83,000 |     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Interest and other income                                           |         |           | 360    |     
|                                                                    |         |           |        |     
|Total revenues                                                      |         |           | 83,360 |     
|                                                                    |         |           |        |     
|Real estate related depreciation and amortization                   |         |           | 26,256 |     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Real estate and personal property taxes, insurance and ground
	rent |         |           | 9,807  |     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|General and administrative                                          |         |           | 3,745  |     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Interest expense                                                    |         |           | 19,710 |     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Amortization of deferred financing costs                            |         |           | 652    |     
|                                                                    |         |           |        |     
|                                                                    |         |           | 60,170 |     
|                                                                    |         |           |        |     
|Income before minority interest and extraordinary item              |         |           | 23,190 |     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Minority interest                                                   |         |           | (2,079 | )   
|                                                                    |         |           |        |     
|Income before extraordinary item                                    |         | $         | 21,111 |     
|                                                                    |         |           |        |     
|Income per share before extraordinary item:                         |         |           |        |     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Basic   |           | $      | 1.24 | 
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                    | Diluted |           | $      | 1.24 | 

19.  Quarterly Operating Results (Unaudited):

Boykins unaudited consolidated quarterly operating data for
 the years ended December 31, 1999 and 1998 follows. In the
opinion of management, all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation of
quarterly results have been reflected in the data. Quarterly
operating results are not necessarily indicative of the results
to be achieved in succeeding quarters or years.

|                                                      |                                    |                            |        |          |        |               |        |              |        |   |        |  |        |   |        |  |        | 
|----------------------------------------------------- | ---------------------------------- | -------------------------- | ------ | -------- | ------ | ------------- | ------ | ------------ | ------ | - | ------ |  | ------ | - | ------ |  | ------ | 
|                                                      |                                    |                           
|                                                      |                                    | For the 1999 Quarter Ended
|                                                      |                                    |                           
|                                                      |                                    | March 31,                  |        | June 30, |        | September 30, |        | December 31,
|                                                      |                                    |                            |        |          |        |               |        |             
|Total revenues                                        |                                    | $                          | 19,462 |          |        | $             | 23,947 |              |        | $ | 24,810 |  |        | $ | 17,963 | 
|                                                     
|                                                     
|                                                     
|                                                     
|Income before extraordinary item                      |                                    |                            | 2,882  |          |        |               | 6,531  |              |        |   | 7,154  |  |        |   | 1,555  | 
|                                                     
|                                                     
|                                                     
|                                                     
|Net income                                            |                                    |                            | 2,882  |          |        |               | 6,531  |              |        |   | 7,154  |  |        |   | 1,555  | 
|                                                     
|                                                     
|                                                     
|                                                     
|Earnings per share:                                   |                                    |                            |        |          |        |               |        |              |        |   |        |  |        |   |        | 
|                                                      | Income before extraordinary item  |                            |        |          |        |               |        |              |        |   |        |  |        |   |        |  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Basic                      |        |          | .17    |               |        |              | .38    |   |        |  | .42    |   |        |  | .09    | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Diluted                    |        |          | .17    |               |        |              | .38    |   |        |  | .42    |   |        |  | .09    | 
|                                                      | Net income                        |                            |        |          |        |               |        |              |        |   |        |  |        |   |        |  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Basic                      |        |          | .17    |               |        |              | .38    |   |        |  | .42    |   |        |  | .09    | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Diluted                    |        |          | .17    |               |        |              | .38    |   |        |  | .42    |   |        |  | .09    | 
|                                                     
|                                                     
|                                                     
|                                                     
|Weighted average number of common shares outstanding: |                                    |                            |        |          |        |               |        |              |        |   |        |  |        |   |        | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Basic                      |        |          | 17,047 |               |        |              | 17,082 |   |        |  | 17,059 |   |        |  | 17,103 | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Diluted                    |        |          | 17,047 |               |        |              | 17,082 |   |        |  | 17,059 |   |        |  | 17,216 | 

F-18



---



##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





|                                                      |                                    |                            |        |          |        |               |        |              |        |   |        |  |        |   |        |  |        | 
|----------------------------------------------------- | ---------------------------------- | -------------------------- | ------ | -------- | ------ | ------------- | ------ | ------------ | ------ | - | ------ |  | ------ | - | ------ |  | ------ | 
|                                                      |                                    |                           
|                                                      |                                    | For the 1998 Quarter Ended
|                                                      |                                    |                           
|                                                      |                                    | March 31,                  |        | June 30, |        | September 30, |        | December 31,
|                                                      |                                    |                            |        |          |        |               |        |             
|Total revenues                                        |                                    | $                          | 10,914 |          |        | $             | 17,492 |              |        | $ | 23,266 |  |        | $ | 18,450 | 
|                                                     
|                                                     
|                                                     
|                                                     
|Income before extraordinary item                      |                                    |                            | 3,649  |          |        |               | 5,858  |              |        |   | 7,215  |  |        |   | 3,420  | 
|                                                     
|                                                     
|                                                     
|                                                     
|Net income                                            |                                    |                            | 3,649  |          |        |               | 4,720  |              |        |   | 7,215  |  |        |   | 3,420  | 
|                                                     
|                                                     
|                                                     
|                                                     
|Earnings per share:                                   |                                    |                            |        |          |        |               |        |              |        |   |        |  |        |   |        | 
|                                                      | Income before extraordinary item  |                            |        |          |        |               |        |              |        |   |        |  |        |   |        |  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Basic                      |        |          | .32    |               |        |              | .38    |   |        |  | .42    |   |        |  | .20    | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Diluted                    |        |          | .32    |               |        |              | .38    |   |        |  | .42    |   |        |  | .20    | 
|                                                      | Net income                        |                            |        |          |        |               |        |              |        |   |        |  |        |   |        |  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Basic                      |        |          | .32    |               |        |              | .31    |   |        |  | .42    |   |        |  | .20    | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Diluted                    |        |          | .32    |               |        |              | .31    |   |        |  | .42    |   |        |  | .20    | 
|                                                     
|                                                     
|                                                     
|                                                     
|Weighted average number of common shares outstanding: |                                    |                            |        |          |        |               |        |              |        |   |        |  |        |   |        | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Basic                      |        |          | 11,342 |               |        |              | 15,412 |   |        |  | 17,125 |   |        |  | 17,044 | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Diluted                    |        |          | 11,447 |               |        |              | 15,436 |   |        |  | 17,125 |   |        |  | 17,044 | 

F-19



---



##### Table of Contents



BOYKIN LODGING COMPANY

SCHEDULE III  REAL ESTATE AND ACCUMULATED
DEPRECIATION

AS OF DECEMBER 31, 1999

(in thousands)

|                                                                |  |              |   |              |  |               |       |                   |  |               |        |  |  |   |    |   |  |   |        |  
|--------------------------------------------------------------- |  | ------------ | - | ------------ |  | ------------- | ----- | ----------------- |  | ------------- | ------ |  |  | - | -- | - |  | - | ------ | -
|                                                                |  |              |   |              |  |               |       |                  
|                                                                |  |              |   |              |  |               |       | Costs Capitalized
|                                                                |  |              |   |              |  | Subsequent to
|                                                                |  |              |   | Initial Cost |  | Acquisition  
|                                                                |  |              |   |              |  |              
|                                                                |  |              |   |              |  | Buildings and |       |                   |  | Buildings and
|Description                                                     |  | Encumbrances |   | Land         |  | Improvements  |       | Land              |  | Improvements 
|                                                                |  |              |   |              |  |               |       |                   |  |              
|Corporate Offices
	Cleveland, Ohio                              |  | $            |  |              |  | $             |      |                   |  | $             |       |  |  | $ |   |   |  | $ | 35     |  
|                                                               
|                                                               
|                                                               
|                                                               
|Berkeley Marina Radisson Berkeley, California                   |  |              |  |              |  |               |      |                   |  |               | 10,807 |  |  |   |   |   |  |   | 5,255  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Buffalo Marriott
	Buffalo, New York                             |  |              |  |              |  |               | 1,164 |                   |  |               | 15,174 |  |  |   |   |   |  |   | 660    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Cleveland Airport Marriott Cleveland, Ohio                      |  |              |  |              |  |               | 1,175 |                   |  |               | 11,441 |  |  |   |   |   |  |   | 7,160  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Cleveland Marriott East Beachwood, Ohio                         |  |              |  |              |  |               | 1,918 |                   |  |               | 19,514 |  |  |   |   |   |  |   | 2,223  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Columbus North Marriott Columbus, Ohio                          |  |              |  | (a)          |  |               | 1,635 |                   |  |               | 12,873 |  |  |   |   |   |  |   | 944    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Quality Suites Melbourne, Florida                     |  |              |  | (a)          |  |               | 3,092 |                   |  |               | 7,819  |  |  |   |   |   |  |   | 834    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Inn Sanibel Gateway Ft. Myers, Florida                 |  |              |   |              |  |               | 718   |                   |  |               | 2,686  |  |  |   |   |   |  |   | 354    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Hampton Inn Charlotte, North Carolina               |  |              |  |              |  |               | 490   |                   |  |               | 4,131  |  |  |   |   |   |  |   | 562    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Holiday Inn Charlotte, North Carolina               |  |              |  |              |  |               | 700   |                   |  |               | 4,435  |  |  |   |   |   |  |   | 879    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Crabtree Raleigh, North Carolina                    |  |              |  |              |  |               | 725   |                   |  |               | 6,542  |  |  |   |   |   |  |   | 3,845  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Hilton Oceanfront Melbourne, Florida                  |  |              |  |              |  |               | 852   |                   |  |               | 7,699  |  |  |   |   |   |  |   | 617    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Daytona Beach Radisson Resort Daytona, Florida                  |  |              |  |              |  |               | 386   |                   |  |               | 3,470  |  |  |   |   |   |  |   | 6,965  |  
|                                                               
|                                                               
|                                                               
|                                                               
|French Lick Springs Resort French Lick, Indiana                 |  |              |  |              |  |               | 2,000 |                   |  |               | 16,000 |  |  |   | (3 | ) |  |   | 3,161  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Minneapolis West Minneapolis, Minnesota             |  |              |  |              |  |               | 1,000 |                   |  |               | 10,604 |  |  |   |   |   |  |   | 1,162  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Marriotts Hunt Valley Inn Baltimore, Maryland                  |  |              |  |              |  |               | 2,890 |                   |  |               | 21,575 |  |  |   |   |   |  |   | 952    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Hampton Inn San Diego Airport/ Sea World
	San Diego, California |  |              |  |              |  |               | 1,000 |                   |  |               | 7,400  |  |  |   |   |   |  |   | 179    |  
|                                                               
|                                                               
|                                                               
|                                                               
|DoubleTree Kansas City Kansas City, Missouri                    |  |              |   |              |  |               | 1,500 |                   |  |               | 20,958 |  |  |   |   |   |  |   | 278    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Knoxville Hilton
	Knoxville, Tennessee                          |  |              |  |              |  |               | 1,500 |                   |  |               | 8,132  |  |  |   |   |   |  |   | 394    |  
|                                                               
|                                                               
|                                                               
|                                                               
|High Point Radisson
	High Point, North Carolina                 |  |              |   | (a)          |  |               | 450   |                   |  |               | 25,057 |  |  |   |   |   |  |   | 317    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Hotel Mt. Laurel Mt. Laurel, New Jersey                |  |              |   | (f)          |  |               | 2,000 |                   |  |               | 19,697 |  |  |   |   |   |  |   | (3,223 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Pink Shell Beach Resort
	Ft. Myers, Florida                     |  |              |  |              |  |               | 6,000 |                   |  |               | 13,445 |  |  |   |   |   |  |   | 758    |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                                |  |                            |       |               |  |             |        |                 |  |   |        |  |  |  |       | 
|--------------------------------------------------------------- |  | -------------------------- | ----- | ------------- |  | ----------- | ------ | --------------- |  | - | ------ |  |  |  | ----- | 
|                                                                |  |                            |       |              
|                                                                |  | Gross Amounts at Which     |       |              
|                                                                |  | Carried At Close of Period |       | Accumulated  
|                                                                |  |                            |       | Depreciation 
|                                                                |  |                            |       | Buildings and |  |             |        | Buildings and  
|Description                                                     |  | Land                       |       | Improvements  |  | Total(c)(d) |        | Improvements(c)
|                                                                |  |                            |       |               |  |             |        |                
|Corporate Offices
	Cleveland, Ohio                              |  | $                          |      |               |  | $           | 35     |                 |  | $ | 35     |  |  |  | 6     | 
|                                                               
|                                                               
|                                                               
|                                                               
|Berkeley Marina Radisson Berkeley, California                   |  |                            |      |               |  |             | 16,062 |                 |  |   | 16,062 |  |  |  | 2,165 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Buffalo Marriott
	Buffalo, New York                             |  |                            | 1,164 |               |  |             | 15,834 |                 |  |   | 16,998 |  |  |  | 2,625 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Cleveland Airport Marriott Cleveland, Ohio                      |  |                            | 1,175 |               |  |             | 18,601 |                 |  |   | 19,776 |  |  |  | 2,994 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Cleveland Marriott East Beachwood, Ohio                         |  |                            | 1,918 |               |  |             | 21,737 |                 |  |   | 23,655 |  |  |  | 3,321 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Columbus North Marriott Columbus, Ohio                          |  |                            | 1,635 |               |  |             | 13,817 |                 |  |   | 15,452 |  |  |  | 2,332 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Quality Suites Melbourne, Florida                     |  |                            | 3,092 |               |  |             | 8,653  |                 |  |   | 11,745 |  |  |  | 1,122 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Inn Sanibel Gateway Ft. Myers, Florida                 |  |                            | 718   |               |  |             | 3,040  |                 |  |   | 3,758  |  |  |  | 308   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Hampton Inn Charlotte, North Carolina               |  |                            | 490   |               |  |             | 4,693  |                 |  |   | 5,183  |  |  |  | 596   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Holiday Inn Charlotte, North Carolina               |  |                            | 700   |               |  |             | 5,314  |                 |  |   | 6,014  |  |  |  | 730   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Crabtree Raleigh, North Carolina                    |  |                            | 725   |               |  |             | 10,387 |                 |  |   | 11,112 |  |  |  | 874   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Hilton Oceanfront Melbourne, Florida                  |  |                            | 852   |               |  |             | 8,316  |                 |  |   | 9,168  |  |  |  | 760   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Daytona Beach Radisson Resort Daytona, Florida                  |  |                            | 386   |               |  |             | 10,435 |                 |  |   | 10,821 |  |  |  | 941   | 
|                                                               
|                                                               
|                                                               
|                                                               
|French Lick Springs Resort French Lick, Indiana                 |  |                            | 1,997 |               |  |             | 19,161 |                 |  |   | 21,158 |  |  |  | 2,093 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Minneapolis West Minneapolis, Minnesota             |  |                            | 1,000 |               |  |             | 11,766 |                 |  |   | 12,766 |  |  |  | 1,071 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Marriotts Hunt Valley Inn Baltimore, Maryland                  |  |                            | 2,890 |               |  |             | 22,527 |                 |  |   | 25,417 |  |  |  | 2,197 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Hampton Inn San Diego Airport/ Sea World
	San Diego, California |  |                            | 1,000 |               |  |             | 7,579  |                 |  |   | 8,579  |  |  |  | 645   | 
|                                                               
|                                                               
|                                                               
|                                                               
|DoubleTree Kansas City Kansas City, Missouri                    |  |                            | 1,500 |               |  |             | 21,236 |                 |  |   | 22,736 |  |  |  | 1,840 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Knoxville Hilton
	Knoxville, Tennessee                          |  |                            | 1,500 |               |  |             | 8,526  |                 |  |   | 10,026 |  |  |  | 653   | 
|                                                               
|                                                               
|                                                               
|                                                               
|High Point Radisson
	High Point, North Carolina                 |  |                            | 450   |               |  |             | 25,374 |                 |  |   | 25,824 |  |  |  | 1,658 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Hotel Mt. Laurel Mt. Laurel, New Jersey                |  |                            | 2,000 |               |  |             | 16,474 |                 |  |   | 18,474 |  |  |  | 1,181 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Pink Shell Beach Resort
	Ft. Myers, Florida                     |  |                            | 6,000 |               |  |             | 14,203 |                 |  |   | 20,203 |  |  |  | 781   | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                                |  |                    |        |              |  |             |      |                  |  |  |      |  |  |  |          | 
|--------------------------------------------------------------- |  | ------------------ | ------ | ------------ |  | ----------- | ---- | ---------------- |  |  | ---- |  |  |  | -------- | 
|                                                                |  |                    |        |              |  |             |      | Life on Which   
|                                                                |  | Net Book Value     |        |              |  |             |      | Depreciation in 
|                                                                |  | Land and Buildings |        | Date of      |  | Date of     |      | Income Statement
|Description                                                     |  | and Improvements   |        | Construction |  | Acquisition |      | is Computed     
|                                                                |  |                    |        |              |  |             |      |                 
|Corporate Offices
	Cleveland, Ohio                              |  |                    | 29     |              |  |             |      |                  |  |  | 1998 |  |  |  | 10 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Berkeley Marina Radisson Berkeley, California                   |  |                    | 13,897 |              |  |             | 1972 |                  |  |  | 1996 |  |  |  | 20 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Buffalo Marriott
	Buffalo, New York                             |  |                    | 14,373 |              |  |             | 1981 |                  |  |  | 1996 |  |  |  | 25 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Cleveland Airport Marriott Cleveland, Ohio                      |  |                    | 16,782 |              |  |             | 1970 |                  |  |  | 1996 |  |  |  | 20 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Cleveland Marriott East Beachwood, Ohio                         |  |                    | 20,334 |              |  |             | 1977 |                  |  |  | 1996 |  |  |  | 25 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Columbus North Marriott Columbus, Ohio                          |  |                    | 13,120 |              |  |             | 1981 |                  |  |  | 1996 |  |  |  | 25 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Quality Suites Melbourne, Florida                     |  |                    | 10,623 |              |  |             | 1986 |                  |  |  | 1996 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Inn Sanibel Gateway Ft. Myers, Florida                 |  |                    | 3,450  |              |  |             | 1986 |                  |  |  | 1996 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Hampton Inn Charlotte, North Carolina               |  |                    | 4,587  |              |  |             | 1991 |                  |  |  | 1996 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Holiday Inn Charlotte, North Carolina               |  |                    | 5,284  |              |  |             | 1987 |                  |  |  | 1996 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Crabtree Raleigh, North Carolina                    |  |                    | 10,238 |              |  |             | 1974 |                  |  |  | 1997 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Hilton Oceanfront Melbourne, Florida                  |  |                    | 8,408  |              |  |             | 1986 |                  |  |  | 1997 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Daytona Beach Radisson Resort Daytona, Florida                  |  |                    | 9,880  |              |  |             | 1974 |                  |  |  | 1997 |  |  |  | 40 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|French Lick Springs Resort French Lick, Indiana                 |  |                    | 19,065 |              |  |             | 1903 |                  |  |  | 1997 |  |  |  | 40 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Minneapolis West Minneapolis, Minnesota             |  |                    | 11,695 |              |  |             | 1986 |                  |  |  | 1997 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Marriotts Hunt Valley Inn Baltimore, Maryland                  |  |                    | 23,220 |              |  |             | 1971 |                  |  |  | 1997 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Hampton Inn San Diego Airport/ Sea World
	San Diego, California |  |                    | 7,934  |              |  |             | 1989 |                  |  |  | 1997 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|DoubleTree Kansas City Kansas City, Missouri                    |  |                    | 20,896 |              |  |             | 1969 |                  |  |  | 1997 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Knoxville Hilton
	Knoxville, Tennessee                          |  |                    | 9,373  |              |  |             | 1981 |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|High Point Radisson
	High Point, North Carolina                 |  |                    | 24,166 |              |  |             | 1982 |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Hotel Mt. Laurel Mt. Laurel, New Jersey                |  |                    | 17,293 |              |  |             | 1975 |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                               
|                                                               
|                                                               
|                                                               
|Pink Shell Beach Resort
	Ft. Myers, Florida                     |  |                    | 19,422 |              |  |             | 1989 |                  |  |  | 1998 |  |  |  | 30 years | 

F-20



---



##### Table of Contents



|                                                       |       |              |   |              |  |               |       |                   |  |               |        |         |  |  |   |    |   |  |       |        | 
|------------------------------------------------------ | ----- | ------------ | - | ------------ |  | ------------- | ----- | ----------------- |  | ------------- | ------ | ------- |  |  | - | -- | - |  | ----- | ------ | 
|                                                       |       |              |   |              |  |               |       |                  
|                                                       |       |              |   |              |  |               |       | Costs Capitalized
|                                                       |       |              |   |              |  | Subsequent to
|                                                       |       |              |   | Initial Cost |  | Acquisition  
|                                                       |       |              |   |              |  |              
|                                                       |       |              |   |              |  | Buildings and |       |                   |  | Buildings and
|Description                                            |       | Encumbrances |   | Land         |  | Improvements  |       | Land              |  | Improvements 
|                                                       |       |              |   |              |  |               |       |                   |  |              
|DoubleTree Sacramento Sacramento, California           |       |              |  | (b)          |  |               | 4,400 |                   |  |               | 41,884 |         |  |  |  |    |   |  | 1,283 |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Colorado Springs Colorado Springs, Colorado |       |              |  | (b)          |  |               | 3,340 |                   |  |               | 31,296 |         |  |  |  |    |   |  | 823   |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Boise
	Boise, Idaho                         |       |              |  | (b)          |  |               | 2,470 |                   |  |               | 23,998 |         |  |  |  |    |   |  | 864   |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Omaha
	Omaha, Nebraska                      |       |              |  | (b)          |  |               | 1,100 |                   |  |               | 19,690 |         |  |  |  |    |   |  | 1,780 |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Springfield Springfield, Oregon             |       |              |  | (b)          |  |               | 2,160 |                   |  |               | 6,050  |         |  |  |  |    |   |  | 119   |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Portland
	Lloyd Center
	Portland, Oregon    |       |              |  | (b)          |  |               | 3,900 |                   |  |               | 61,633 |         |  |  |  |    |   |  | 1,002 |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree
	Portland Downtown
	Portland, Oregon        |       |              |  | (b)          |  |               | 1,800 |                   |  |               | 21,034 |         |  |  |  |    |   |  | 353   |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Bellevue Bellevue, Washington               |       |              |  | (b)          |  |               | 2,400 |                   |  |               | 13,730 |         |  |  |  |    |   |  | 65    |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Spokane Valley Spokane, Washington          |       |              |  | (b)          |  |               | 1,630 |                   |  |               | 6,693  |         |  |  |  |    |   |  | 589   |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Yakima Valley Yakima, Washington            |       |              |  | (b)          |  |               | 1,140 |                   |  |               | 6,188  |         |  |  |  |    |   |  | 72    |       
|                                                       |       |              |   |              |  |               |       |                   |  |               |        |         |  |  |   |    |   |  |       |       
|                                                       | Total |              |   |              |  |               | $     | 55,535            |  |               | $      | 481,655 |  |  | $ | (3 | ) |  | $     | 41,261 | 
|                                                       |       |              |   |              |  |               |       |                   |  |               |        |         |  |  |   |    |   |  |       |       

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                       |       |                            |       |               |  |             |        |                 |  |  |        |         |  |  |       |        | 
|------------------------------------------------------ | ----- | -------------------------- | ----- | ------------- |  | ----------- | ------ | --------------- |  |  | ------ | ------- |  |  | ----- | ------ | 
|                                                       |       |                            |       |              
|                                                       |       | Gross Amounts at Which     |       |              
|                                                       |       | Carried At Close of Period |       | Accumulated  
|                                                       |       |                            |       | Depreciation 
|                                                       |       |                            |       | Buildings and |  |             |        | Buildings and  
|Description                                            |       | Land                       |       | Improvements  |  | Total(c)(d) |        | Improvements(c)
|                                                       |       |                            |       |               |  |             |        |                
|DoubleTree Sacramento Sacramento, California           |       |                            | 4,400 |               |  |             | 43,167 |                 |  |  | 47,567 |         |  |  | 2,453 |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Colorado Springs Colorado Springs, Colorado |       |                            | 3,340 |               |  |             | 32,119 |                 |  |  | 35,459 |         |  |  | 1,849 |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Boise
	Boise, Idaho                         |       |                            | 2,470 |               |  |             | 24,862 |                 |  |  | 27,332 |         |  |  | 1,450 |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Omaha
	Omaha, Nebraska                      |       |                            | 1,100 |               |  |             | 21,470 |                 |  |  | 22,570 |         |  |  | 1,178 |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Springfield Springfield, Oregon             |       |                            | 2,160 |               |  |             | 6,169  |                 |  |  | 8,329  |         |  |  | 485   |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Portland
	Lloyd Center
	Portland, Oregon    |       |                            | 3,900 |               |  |             | 62,635 |                 |  |  | 66,535 |         |  |  | 3,554 |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree
	Portland Downtown
	Portland, Oregon        |       |                            | 1,800 |               |  |             | 21,387 |                 |  |  | 23,187 |         |  |  | 1,261 |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Bellevue Bellevue, Washington               |       |                            | 2,400 |               |  |             | 13,795 |                 |  |  | 16,195 |         |  |  | 847   |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Spokane Valley Spokane, Washington          |       |                            | 1,630 |               |  |             | 7,282  |                 |  |  | 8,912  |         |  |  | 536   |       
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Yakima Valley Yakima, Washington            |       |                            | 1,140 |               |  |             | 6,260  |                 |  |  | 7,400  |         |  |  | 394   |       
|                                                       |       |                            |       |               |  |             |        |                 |  |  |        |         |  |  |       |       
|                                                       | Total |                            | $     | 55,532        |  |             | $      | 522,916         |  |  | $      | 578,448 |  |  | $     | 44,900 | 
|                                                       |       |                            |       |               |  |             |        |                 |  |  |        |         |  |  |       |       

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                       |       |                    |        |              |  |             |         |                  |  |  |      |  |  |  |          |  | 
|------------------------------------------------------ | ----- | ------------------ | ------ | ------------ |  | ----------- | ------- | ---------------- |  |  | ---- |  |  |  | -------- |  | 
|                                                       |       |                    |        |              |  |             |         | Life on Which   
|                                                       |       | Net Book Value     |        |              |  |             |         | Depreciation in 
|                                                       |       | Land and Buildings |        | Date of      |  | Date of     |         | Income Statement
|Description                                            |       | and Improvements   |        | Construction |  | Acquisition |         | is Computed     
|                                                       |       |                    |        |              |  |             |         |                 
|DoubleTree Sacramento Sacramento, California           |       |                    | 45,114 |              |  |             | 1974    |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Colorado Springs Colorado Springs, Colorado |       |                    | 33,610 |              |  |             | 1986    |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Boise
	Boise, Idaho                         |       |                    | 25,882 |              |  |             | 1968    |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Omaha
	Omaha, Nebraska                      |       |                    | 21,392 |              |  |             | 1970/81 |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Springfield Springfield, Oregon             |       |                    | 7,844  |              |  |             | 1973    |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Portland
	Lloyd Center
	Portland, Oregon    |       |                    | 62,981 |              |  |             | 1964/81 |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree
	Portland Downtown
	Portland, Oregon        |       |                    | 21,926 |              |  |             | 1972    |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Bellevue Bellevue, Washington               |       |                    | 15,348 |              |  |             | 1981    |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Spokane Valley Spokane, Washington          |       |                    | 8,376  |              |  |             | 1969    |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                      
|                                                      
|                                                      
|                                                      
|DoubleTree Yakima Valley Yakima, Washington            |       |                    | 7,006  |              |  |             | 1968    |                  |  |  | 1998 |  |  |  | 30 years | 
|                                                       |       |                    |        |              |  |             |         |                  |  |  |      |  |  |  |          | 
|                                                       | Total |                    | $      | 533,548      |  |             |         |                  |  |  |      |  |  |  |          |  | 
|                                                       |       |                    |        |              |  |             |         |                  |  |  |      |  |  |  |          | 






|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(a) | These hotels are collateral for the $45,000 term
	note payable.                              
|   
|(b) | These hotels are collateral for the $130,000 term
	note payable.                             
|   
|(c) | Aggregate cost for federal income tax reporting
	purposes at December 31, 1999 is as follows:

|                           |  |   |         | 
|-------------------------- |  | - | ------- | 
|                          
|                          
|                          
|                          
|Land                       |  | $ | 51,395  | 
|                          
|                          
|                          
|                          
|Buildings and improvements |  |   | 523,925 | 
|                           |  |   |         | 
|                           |  | $ | 575,320 | 
|                           |  |   |         | 



|    |                                                                      
|--- | ---------------------------------------------------------------------
|(d) | Reconciliation of Gross Amounts of Land, Buildings
	 and Improvements

|                                 |  |   |         | 
|-------------------------------- |  | - | ------- | 
|                                
|                                
|                                
|                                
|Balance as of December 31, 1998  |  | $ | 567,703 | 
|                                
|                                
|                                
|                                
|Acquisitions                     |  |   | 0       | 
|                                
|                                
|                                
|                                
|Improvements and other additions |  |   | 10,745  | 
|                                 |  |   |         | 
|Balance as of December 31, 1999  |  | $ | 578,448 | 
|                                 |  |   |         | 



|    |                                                                          
|--- | -------------------------------------------------------------------------
|(e) | Reconciliation of Accumulated Depreciation of
	Buildings and Improvements

|                             |  |   |        | 
|---------------------------- |  | - | ------ | 
|                            
|                            
|                            
|                            
|Balance at December 31, 1998 |  | $ | 26,636 | 
|                            
|                            
|                            
|                            
|Depreciation expense         |  |   | 18,264 | 
|                             |  |   |        | 
|Balance at December 31, 1999 |  | $ | 44,900 | 
|                             |  |   |        | 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | Effective February 1, 2000, the Partnership
	took over the operations of the Radisson Hotel Mt. Laurel under
	the REIT tax regulations related to foreclosure properties. The
	hotel was owned 85% by the Partnership under a joint venture
	agreement with an affiliate of Radisson Hotels Worldwide and
	leased to the Radisson affiliate. The lease was terminated and
	the Partnership obtained 100% interest in the hotel. The
	elimination of Radissons interest in the hotel ($3,573) was
	 accounted for as a reduction in the value of the building as of
	December 31, 1999.

F-21



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##### Table of Contents



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of





We have audited the accompanying consolidated balance sheets of
Boykin Management Company Limited Liability Company (an Ohio
limited liability company) and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated
statements of operations and comprehensive income, members
capital and cash flows for each of the three years in the period
ended December 31, 1999. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Boykin Management Company Limited Liability Company and
subsidiaries as of December 31, 1999 and 1998 and the
results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the
United States.

ARTHUR ANDERSEN LLP

Cleveland, Ohio,



F-22



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 1999 AND 1998

(amounts in thousands)

|                                      |                                                                                                              |      |        |        |   |   |        |        |  
|------------------------------------- | ------------------------------------------------------------------------------------------------------------ | ---- | ------ | ------ | - | - | ------ | ------ | -
|                                      |                                                                                                              | 1999 |        | 1998  
|                                      |                                                                                                              |      |        |       
|ASSETS                                |                                                                                                              |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|Cash and cash equivalents             |                                                                                                              | $    | 20,787 |        |   | $ | 12,973 |       
|                                     
|                                     
|                                     
|                                     
|Accounts receivable:                  |                                                                                                              |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|                                      | Trade, net of allowance for doubtful accounts of $114 and $166 at
	 December 31, 1999 and 1998, respectively |      |        | 9,916  |   |   |        | 8,097  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Related party lessors                                                                                        |      |        | 893    |   |   |        | 2,971  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other                                                                                                        |      |        | 284    |   |   |        | 178    |  
|                                     
|                                     
|                                     
|                                     
|Inventories                           |                                                                                                              |      | 2,366  |        |   |   | 2,060  |       
|                                     
|                                     
|                                     
|                                     
|Property and equipment, net           |                                                                                                              |      | 332    |        |   |   | 434    |       
|                                     
|                                     
|                                     
|                                     
|Investment in Boykin Lodging Company  |                                                                                                              |      | 203    |        |   |   | 248    |       
|                                     
|                                     
|                                     
|                                     
|Prepaid expenses and other assets     |                                                                                                              |      | 2,463  |        |   |   | 2,383  |       
|                                      |                                                                                                              |      |        |        |   |   |        |       
|                                      |                                                                                                              | $    | 37,244 |        |   | $ | 29,344 |       
|                                      |                                                                                                              |      |        |        |   |   |        |       
|                                     
|LIABILITIES AND MEMBERS CAPITAL      |                                                                                                              |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|Rent payable to related party lessors |                                                                                                              | $    | 5,192  |        |   | $ | 4,748  |       
|                                     
|                                     
|                                     
|                                     
|Accounts payable:                     |                                                                                                              |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|                                      | Trade                                                                                                        |      |        | 2,530  |   |   |        | 3,114  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Advance deposits and other                                                                                   |      |        | 942    |   |   |        | 774    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Bank overdraft liability                                                                                     |      |        | 5,507  |   |   |        | 4,806  |  
|                                     
|                                     
|                                     
|                                     
|Accrued expenses:                     |                                                                                                              |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued payroll                                                                                              |      |        | 946    |   |   |        | 633    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued vacation                                                                                             |      |        | 2,761  |   |   |        | 2,250  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued sales, use and occupancy taxes                                                                       |      |        | 1,719  |   |   |        | 1,856  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued management fee                                                                                       |      |        | 5,170  |   |   |        | 4,044  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other accrued liabilities                                                                                    |      |        | 5,763  |   |   |        | 3,080  |  
|                                      |                                                                                                              |      |        |        |   |   |        |       
|                                      | Total liabilities                                                                                            |      |        | 30,530 |   |   |        | 25,305 |  
|                                      |                                                                                                              |      |        |        |   |   |        |       
|MEMBERS CAPITAL:                     |                                                                                                              |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|                                      | Capital contributed                                                                                          |      |        | 3,000  |   |   |        | 3,000  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Retained earnings                                                                                            |      |        | 3,965  |   |   |        | 1,282  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated other comprehensive income                                                                       |      |        | (251   | ) |   |        | (243   | )
|                                      |                                                                                                              |      |        |        |   |   |        |       
|                                      | Total members capital                                                                                       |      |        | 6,714  |   |   |        | 4,039  |  
|                                      |                                                                                                              |      |        |        |   |   |        |       
|                                      |                                                                                                              | $    | 37,244 |        |   | $ | 29,344 |       
|                                      |                                                                                                              |      |        |        |   |   |        |       

The accompanying notes to consolidated financial statements



F-23



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

(amounts in thousands)

|                            |                                            |                                                      |                |         |        |         |      |         |        |         |       |        |        |         | 
|--------------------------- | ------------------------------------------ | ---------------------------------------------------- | -------------- | ------- | ------ | ------- | ---- | ------- | ------ | ------- | ----- | ------ | ------ | ------- | 
|                            |                                            | 1999                                                 |                | 1998    |        | 1997   
|                            |                                            |                                                      |                |         |        |        
|Revenues:                   |                                            |                                                      |                |         |        |         |      |         |        |         |       |       
|                           
|                           
|                           
|                           
|                            | Room revenue                               |                                                      | $              | 160,528 |        |         | $    | 148,643 |        |         | $     | 72,751 |       
|                           
|                           
|                           
|                           
|                            | Food and beverage revenue                  |                                                      |                | 75,140  |        |         |      | 71,925  |        |         |       | 30,229 |       
|                           
|                           
|                           
|                           
|                            | Other hotel revenue                        |                                                      |                | 16,753  |        |         |      | 15,085  |        |         |       | 7,568  |       
|                           
|                           
|                           
|                           
|                            | Other revenue                              |                                                      |                | 2,670   |        |         |      | 2,407   |        |         |       | 2,477  |       
|                            |                                            |                                                      |                |         |        |         |      |         |        |         |       |       
|                            |                                            |                                                      | Total revenues |         |        | 255,091 |      |         |        | 238,060 |       |        |        | 113,025 | 
|                            |                                            |                                                      |                |         |        |         |      |         |        |         |       |       
|Expenses:                   |                                            |                                                      |                |         |        |         |      |         |        |         |       |       
|                           
|                           
|                           
|                           
|                            | Departmental expenses of hotels:           |                                                      |                |         |        |         |      |         |        |         |       |        |       
|                           
|                           
|                           
|                           
|                            |                                            | Rooms                                                |                |         | 38,854 |         |      |         | 36,224 |         |       |        | 16,630 |        
|                           
|                           
|                           
|                           
|                            |                                            | Food and beverage                                    |                |         | 53,626 |         |      |         | 53,173 |         |       |        | 21,945 |        
|                           
|                           
|                           
|                           
|                            |                                            | Other                                                |                |         | 9,131  |         |      |         | 8,364  |         |       |        | 3,867  |        
|                           
|                           
|                           
|                           
|                            | Cost of goods sold of non-hotel operations |                                                      |                | 517     |        |         |      | 427     |        |         |       | 619    |       
|                           
|                           
|                           
|                           
|                            | Percentage lease expense                   |                                                      |                | 73,289  |        |         |      | 67,424  |        |         |       | 34,834 |       
|                           
|                           
|                           
|                           
|                            | General and administrative                 |                                                      |                | 26,217  |        |         |      | 25,182  |        |         |       | 13,232 |       
|                           
|                           
|                           
|                           
|                            | Advertising and promotion                  |                                                      |                | 13,057  |        |         |      | 11,414  |        |         |       | 4,906  |       
|                           
|                           
|                           
|                           
|                            | Utilities                                  |                                                      |                | 9,210   |        |         |      | 10,532  |        |         |       | 4,550  |       
|                           
|                           
|                           
|                           
|                            | Franchisor royalties and other charges     |                                                      |                | 7,842   |        |         |      | 7,465   |        |         |       | 5,423  |       
|                           
|                           
|                           
|                           
|                            | Repairs and maintenance                    |                                                      |                | 11,588  |        |         |      | 8,926   |        |         |       | 5,163  |       
|                           
|                           
|                           
|                           
|                            | Depreciation and amortization              |                                                      |                | 118     |        |         |      | 129     |        |         |       | 82     |       
|                           
|                           
|                           
|                           
|                            | Management fee                             |                                                      |                | 8,411   |        |         |      | 8,620   |        |         |       |       |       
|                           
|                           
|                           
|                           
|                            | Other                                      |                                                      |                | 548     |        |         |      | 133     |        |         |       | 93     |       
|                            |                                            |                                                      |                |         |        |         |      |         |        |         |       |       
|                            |                                            |                                                      | Total expenses |         |        | 252,408 |      |         |        | 238,013 |       |        |        | 111,344 | 
|                            |                                            |                                                      |                |         |        |         |      |         |        |         |       |       
|Net income                  |                                            | $                                                    | 2,683          |         |        | $       | 47   |         |        | $       | 1,681 |       
|                           
|                           
|                           
|                           
|                            |                                            | Unrealized (depreciation) appreciation of investment |                |         | (8     | )       |      |         | (281   | )       |       |        | 38     |        
|                            |                                            |                                                      |                |         |        |         |      |         |        |         |       |       
|Comprehensive income (loss) |                                            | $                                                    | 2,675          |         |        | $       | (234 | )       |        | $       | 1,719 |       
|                            |                                            |                                                      |                |         |        |         |      |         |        |         |       |       

The accompanying notes to consolidated financial statements



F-24



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF MEMBERS CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

(amounts in thousands)

|                             |                                       |             |       |           |  |               |       |       |  |   |      |      |  
|---------------------------- | ------------------------------------- | ----------- | ----- | --------- |  | ------------- | ----- | ----- |  | - | ---- | ---- | -
|                             |                                       |             |       |           |  | Accumulated  
|                             |                                       |             |       | Retained  |  | Other        
|                             |                                       | Contributed |       | Earnings  |  | Comprehensive
|                             |                                       | Capital     |       | (Deficit) |  | Income       
|                             |                                       |             |       |           |  |              
|Balance at December 31, 1996 |                                       | $           | 3,000 |           |  | $             | (446  | )     |  | $ |     |     
|                            
|                            
|                            
|                            
|                             | Net income                            |             |       |          |  |               |       | 1,681 |  |   |      |     |  
|                            
|                            
|                            
|                            
|                             | Unrealized appreciation of investment |             |       |          |  |               |       |      |  |   |      | 38   |  
|                             |                                       |             |       |           |  |               |       |       |  |   |      |     
|Balance at December 31, 1997 |                                       |             | 3,000 |           |  |               | 1,235 |       |  |   | 38   |     
|                            
|                            
|                            
|                            
|                             | Net income                            |             |       |          |  |               |       | 47    |  |   |      |     |  
|                            
|                            
|                            
|                            
|                             | Unrealized depreciation of investment |             |       |          |  |               |       |      |  |   |      | (281 | )
|                             |                                       |             |       |           |  |               |       |       |  |   |      |     
|Balance at December 31, 1998 |                                       |             | 3,000 |           |  |               | 1,282 |       |  |   | (243 | )   
|                            
|                            
|                            
|                            
|                             | Net income                            |             |       |          |  |               |       | 2,683 |  |   |      |     |  
|                            
|                            
|                            
|                            
|                             | Unrealized depreciation of investment |             |       |          |  |               |       |      |  |   |      | (8   | )
|                             |                                       |             |       |           |  |               |       |       |  |   |      |     
|Balance at December 31, 1999 |                                       | $           | 3,000 |           |  | $             | 3,965 |       |  | $ | (251 | )   
|                             |                                       |             |       |           |  |               |       |       |  |   |      |     

The accompanying notes to consolidated financial statements



F-25



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

(amounts in thousands)

|                                               |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |       |       |        |  
|---------------------------------------------- | ---------------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------- | ----- | ----- | ----- | ------ | ---- | ----- | ------ | ----- | ----- | ----- | ------ | -
|                                               |                                                                                    | 1999                                      |                                   | 1998  |       | 1997 
|                                               |                                                                                    |                                           |                                   |       |       |      
|Cash flows from operating activities:          |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|                                              
|                                              
|                                              
|                                              
|                                               | Net income                                                                         |                                           | $                                 | 2,683 |       |       | $      | 47   |       |        | $     | 1,681 |      
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net income to net cash provided by
	operating activities: |                                           |                                   |       |       |       |        |      |       |        |       |       |      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Depreciation and amortization             |                                   |       | 118   |       |        |      | 129   |        |       |       | 82    |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Loss on fixed asset disposal              |                                   |       |      |       |        |      | 56    |        |       |       |      |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Changes in assets and liabilities:        |                                   |       |       |       |        |      |       |        |       |       |       |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Accounts receivable               |       |       | 153   |        |      |       | (6,318 | )     |       |       | (1,314 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Inventories                       |       |       | (306  | )      |      |       | (1,272 | )     |       |       | (318   | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Prepaid expenses and other assets |       |       | (43   | )      |      |       | (1,475 | )     |       |       | (321   | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Rent payable                      |       |       | 444   |        |      |       | 3,851  |       |       |       | 591    |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Accounts payable                  |       |       | 285   |        |      |       | 3,850  |       |       |       | 1,544  |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Other accrued liabilities         |       |       | 4,496 |        |      |       | 7,496  |       |       |       | 379    |  
|                                               |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|                                               |                                                                                    | Net cash provided by operating activities |                                   |       | 7,830 |       |        |      | 6,364 |        |       |       | 2,324 |       
|                                               |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|Cash flows from investing activities:          |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|                                              
|                                              
|                                              
|                                              
|                                               | Property additions, net                                                            |                                           |                                   | (16   | )     |       |        | (253 | )     |        |       | (136  | )    
|                                              
|                                              
|                                              
|                                              
|                                               | Investment in Boykin Lodging Company                                               |                                           |                                   |      |       |       |        |     |       |        |       | (491  | )    
|                                               |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|                                               |                                                                                    | Net cash used for investing activities    |                                   |       | (16   | )     |        |      | (253  | )      |       |       | (627  | )     
|                                               |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|Cash flows from financing activities:          |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|                                              
|                                              
|                                              
|                                              
|                                               | Payments of obligations to former owners                                           |                                           |                                   |      |       |       |        |     |       |        |       | (373  | )    
|                                              
|                                              
|                                              
|                                              
|                                               | Collections of amounts due from former owners                                      |                                           |                                   |      |       |       |        |     |       |        |       | 69    |      
|                                               |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|                                               |                                                                                    | Net cash used for financing activities    |                                   |       |      |       |        |      |      |        |       |       | (304  | )     
|                                               |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|Net increase in cash and cash equivalents      |                                                                                    |                                           | 7,814                             |       |       |       | 6,111  |      |       |        | 1,393 |      
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents, beginning of period |                                                                                    |                                           | 12,973                            |       |       |       | 6,862  |      |       |        | 5,469 |      
|                                               |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      
|Cash and cash equivalents, end of period       |                                                                                    | $                                         | 20,787                            |       |       | $     | 12,973 |      |       | $      | 6,862 |      
|                                               |                                                                                    |                                           |                                   |       |       |       |        |      |       |        |       |      

The accompanying notes to consolidated financial statements



F-26



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1999 AND 1998

(dollar amounts in thousands)

1.  Description of Business:

Boykin Management Company Limited Liability Company and its
subsidiaries (collectively, BMC)



| |   |                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------
| |  | lease and operate full and limited service hotels located
	throughout the United States pursuant to long-term percentage
	leases;
|
| |  | manage full and limited service hotels located throughout the
	United States pursuant to management agreements;                  
|
| |  | provide national purchasing services to hotels; and                                                                              
|
| |  | provide interior design and project management services to hotels
	 and other businesses.                                        

2.  Organization:

BMC was formed and commenced operations on November 4, 1996
to continue and expand the 40-year history of hotel management of
 its predecessors, Boykin Management Company and its affiliates.
BMC is an Ohio limited liability company that is indirectly owned
 by Robert W. Boykin (53.8%) and John E. Boykin (46.2%). Robert
W. Boykin is the Chairman, President and Chief Executive Officer
of Boykin Lodging Company. As of December 31, 1999, BMC and
its subsidiaries lease and/or manage 27 hotels owned by Boykin
Lodging Company and manage two other hotels owned by third
parties.

BMCs wholly-owned subsidiaries consist of the following
entities:



| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | Spectrum Design Services, LLC (Spectrum) 
	a hotel design, purchasing and project management company;                   
|
| |  | Purchasing Concepts I, LLC (PCI)  a hotel
	food and beverage operating and purchasing company;                          
|
| |  | Westboy, LLC (Westboy)  an entity that
	leases ten DoubleTree-licensed hotels from Boykin Lodging
	Company;             
|
| |  | ChiBoy, LLC (ChiBoy)  an entity that
	leases a hotel in Chicago, Illinois from an affiliate of Boykin
	Lodging Company; 
|
| |  | JerseyBoy, LLC (JerseyBoy)  an entity that
	 manages a hotel owned by Boykin Lodging Company in Mt. Laurel,
	New Jersey.
|
| |  | Boykin Enterprises, LLC  an entity that manages hotels
	 and restaurants owned by third parties.                          

3.  Summary of Significant Accounting Policies:

Principles of Consolidation

The accompanying consolidated financial statements of BMC include
 BMC and all of the wholly-owned subsidiaries listed in Note 2.
All material intercompany transactions and balances have been
eliminated.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and in banks
plus short-term investments with an original maturity of three
months or less.

F-27



---



##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

Inventories

Inventories consisting primarily of food and beverages and gift
store merchandise are stated at the lower of first-in, first-out
cost or market.

Property and Equipment

Property and equipment is comprised of the following:

|                                                 |  |      |      |      |  |   |     |  
|------------------------------------------------ |  | ---- | ---- | ---- |  | - | --- | -
|                                                 |  | 1999 |      | 1998
|                                                 |  |      |      |     
|Furniture and equipment                          |  | $    | 523  |      |  | $ | 507 |  
|                                                
|                                                
|                                                
|                                                
|Less  Accumulated depreciation and amortization |  |      | (191 | )    |  |   | (73 | )
|                                                 |  |      |      |      |  |   |     |  
|                                                 |  | $    | 332  |      |  | $ | 434 |  
|                                                 |  |      |      |      |  |   |     |  

Property and equipment is stated at cost. Depreciation and
amortization is calculated using the straight-line and
accelerated methods based upon the following estimated useful
lives.

|                        |  |           
|----------------------- |  | ----------
|                       
|                       
|                       
|                       
|Leasehold improvements  |  | 7-10 years
|                       
|                       
|                       
|                       
|Furniture and equipment |  | 3-10 years

Maintenance and repairs are charged to operations as incurred.
Upon the sale or disposition of a fixed asset, the asset and
related accumulated depreciation are removed from the accounts
and the gain or loss is included in the determination of net
income or loss.

Investment in Boykin Lodging Company

During 1997, BMC purchased 20,000 common shares of Boykin Lodging
 Company for cash consideration of $491. BMC accounts for this
investment in accordance with Statement of Financial Accounting
Standards (SFAS) No. 115, Accounting for Certain
Investment in Debt and Equity Securities. The investment is
 classified as available-for-sale pursuant to the provisions of
SFAS No. 115. Consequently, these securities are being
carried at fair market value with all unrealized gains and losses
 being reported as a separate component of members capital.
 Total unrealized depreciation was $251 and $243 at
December 31, 1999 and 1998, respectively.

Revenue Recognition

Revenue is recognized as earned. Ongoing credit evaluations are
performed and an allowance for potential credit losses is
provided against the portion of accounts receivable which is
estimated to be uncollectible. Such losses have been within
managements expectations.

For hotels operated by BMC pursuant to long-term percentage
leases, BMC recognizes the room, food, beverage and other hotel
revenues as earned. For hotels which are managed by a subsidiary
of BMC pursuant to management agreements, BMC recognizes
management fee revenue as earned pursuant to the terms of the
respective agreements.

Percentage Lease Expense

For both annual and interim reporting purposes, BMC recognizes
percentage lease expense pursuant to the provisions of the
related percentage lease agreements.

F-28



---



##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

Franchise Costs

The cost of obtaining the franchise licenses is paid by Boykin
Hotel Properties, L.P. (the Partnership), a partnership in which
Boykin Lodging Company has a general partnership interest, and
the ongoing franchise fees are paid by BMC. These fees are
generally computed as a percentage of room revenue for each hotel
 in accordance with franchise agreements.

Fair Value of Financial Instruments

SFAS No. 107 requires all entities to disclose the fair
value of certain financial instruments in their financial
statements. The primary financial instruments of BMC are cash and
 cash equivalents, the fair value of which approximates
historical carrying value due to the short maturity of these
instruments, and the investment in the common shares of the
Boykin Lodging Company, which are carried at the year end market
value as discussed above.

Income Taxes

BMC is a limited liability company which is taxed for federal
income tax purposes as a partnership and, accordingly, no income
tax provision has been recorded.

Use of Estimates

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

Comprehensive Income

BMC accounts for comprehensive income under the provisions of
SFAS No. 130 Reporting Comprehensive Income,
which requires disclosure of comprehensive income and its
components in a full set of general-purpose financial statements.
 Comprehensive income is defined as changes in shareholders
 equity from non-owner sources, which for BMC consist of
differences between the cost basis and fair market value of its
investment in 18,524 common shares of Boykin Lodging Company. For
 the years ended December 31, 1999, 1998, and 1997 the
differences between net income and comprehensive income were due
to the increase or decline in market value of the investment.

4.  Percentage Lease Agreements:

BMC Leases on 15 Hotels

BMC leases 15 hotels (the BMC Hotels) from the Partnership
pursuant to long-term percentage leases. The BMC Hotels are
located in Cleveland, Ohio (2); Columbus, Ohio; Buffalo, New
York; Berkeley, California; Raleigh, North Carolina; Charlotte,
North Carolina (2); High Point, North Carolina; Knoxville,
Tennessee; Ft. Myers, Florida; Melbourne, Florida (2); Daytona
Beach, Florida; and French Lick, Indiana.

The percentage leases have noncancellable remaining terms ranging
 from one to eight years, subject to earlier termination on the
occurrence of certain contingencies, as defined. BMC is required
to pay the higher of minimum rent, as defined, or percentage
rent. Percentage rent applicable to room and other hotel revenue
varies by lease and is calculated by multiplying fixed
percentages by the total amounts of such revenues over specified
threshold amounts. Percentage rent related to food and beverage
revenues and other revenues, in some cases, is based on fixed
percentages of such revenues. Both the threshold amounts used in
computing percentage rent and

F-29



---



##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

minimum rent on room and other hotel revenues are subject to
adjustments as of January 1 of each year based on increases in
the United States Consumer Price Index.

Other than real estate and personal property taxes, casualty
insurance, ground lease rental, and capital improvements, which
are obligations of the Partnership, the percentage leases require
 BMC to pay all costs and expenses incurred in the operation of
the BMC Hotels.

The percentage leases require BMC to indemnify Boykin Lodging
Company against all liabilities, costs and expenses incurred by,
imposed on or asserted against the Partnership in the normal
course of operating the BMC Hotels.

Westboy Lease on Ten DoubleTree Hotels:

Effective January 1, 1998, Westboy entered into a long term
lease agreement with Red Lion Inns Operating L.P. (OLP), a
wholly-owned subsidiary of the Partnership, with terms similar to
 those described above. The ten DoubleTree-licensed hotels (the
DoubleTree Hotels) leased by Westboy are located in
California, Oregon (3), Washington (3), Colorado, Idaho and
Nebraska. The hotels are managed by a subsidiary of Hilton Hotel
Corporation (Hilton). Assets of Westboy are not
available to pay the creditors of any other entity, except to the
 extent of permitted cash distributions from Westboy to BMC.
Similarly, except to the extent of a $900 unpaid promissory note
from BMC to Westboy, the assets of BMC are not available to pay
the creditors of Westboy.

ChiBoy Lease on Executive Plaza Hotel

Effective August 31, 1999, ChiBoy entered into a long term
lease agreement with Boykin Chicago LLC, an entity in which the
Partnership has an 18.75% interest, with terms similar to those
described above. The Executive Plaza hotel is located in Chicago,
 Illinois. BMC made an initial capital contribution to ChiBoy of
$280 in cash.

Future minimum rent (ignoring CPI increases) to be paid by BMC,
Westboy and ChiBoy under their respective percentage lease
agreements at December 31, 1999 for each of the years in the
 period 2000 to 2004 and in total thereafter is as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|                   
|                   
|                   
|                   
|2000                |  | $ | 53,843  | 
|                   
|                   
|                   
|                   
|2001                |  |   | 48,812  | 
|                   
|                   
|                   
|                   
|2002                |  |   | 41,791  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 16,543  | 
|                   
|                   
|                   
|                   
|2004                |  |   | 12,193  | 
|                   
|                   
|                   
|                   
|2005 and thereafter |  |   | 18,144  | 
|                    |  |   |         | 
|                    |  | $ | 191,326 | 
|                    |  |   |         | 

5.  Related Party Transactions:

Percentage lease expense payable to the Partnership was $70,884,
$56,708, and $34,834 in 1999, 1998 and 1997, respectively.
Percentage lease expense payable to Boykin Chicago was $2,405 in
1999.

At December 31, 1999 and 1998, BMC had receivables from the
Partnership of $796 and $2,971, respectively, primarily for the
reimbursement of capital expenditure costs incurred on behalf of
the Partnership. At December 31, 1999, ChiBoy had
receivables from Boykin Chicago of $97, primarily for the
reimbursement of capital expenditure costs incurred on behalf of
Boykin Chicago.

F-30



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

At December 31, 1999 and 1998, BMC had payables to the
Partnership of $4,280 and $4,748, respectively, for amounts due
pursuant to the percentage leases with the Partnership. At
December 31, 1999, ChiBoy had payables to Boykin Chicago of
$912 for amounts due pursuant to the percentage lease with Boykin
 Chicago.

6.  Commitments and Contingencies:

Claims and Legal Matters

BMC is involved in claims and legal matters incidental to its
businesses. In the opinion of management, the ultimate resolution
 of these matters will not have a material impact on the
financial position or results of operations of BMC.

Franchise Agreements

Under the terms of the hotel franchise agreements, annual
payments for franchise royalties and reservation and advertising
services are due from the hotels. Franchise fees are computed
based upon percentages of gross room revenues. At
December 31, 1999, the franchise royalty fees payable ranged
 from 2.25% to 6% of room revenues while the fees for advertising
 services ranged from .4% to 4.0%. The franchise agreements
expire at various dates through 2018. The hotel located in French
 Lick, Indiana has no franchise affiliation.

Management Agreement

On January 1, 1998 Westboy entered into a management
agreement with a wholly owned subsidiary of Hilton. The agreement
 calls for a base and incentive management fee. The base
management fee represents 3% of annual gross hotel revenues. The
incentive management fee adjusts based on certain financial
thresholds. Total management fee expense payable to Hilton in
1999 and 1998 was $8,411 and $8,620, respectively.

Other

Robert W. Boykin and John E. Boykin have entered in an agreement
with the Boykin Lodging Company pursuant to which they have
agreed that any distributions received from BMC (in excess of
their tax liabilities with respect to the income of BMC) for a
period of 10 years, and any net cash proceeds from any sale
of BMC within the same 10-year period, will be used to purchase
units in the Partnership or common shares of Boykin Lodging
Company.

Pursuant to an agreement with Boykin Lodging Company, during the
first 10 years after the inception of operations of BMC, 50%
 of BMCs consolidated earnings (after distributions to
cover income taxes) will be retained in BMC until its
consolidated net worth reaches 25% of the aggregate annual rent
payments due under the percentage lease agreements (and will be
retained thereafter during that period to maintain that level).

7.  Employee Benefits Plans:

BMC maintains a 401(k) plan for substantially all employees under
 which a portion of employee contributions are matched by BMC.
BMC matching contributions for 1999, 1998 and 1997 were $121,
$104 and $91, respectively.

BMC also maintains an incentive compensation plan for certain
senior executives. Each participants account is deemed to
be invested in common shares of Boykin Lodging Company and each
participant is credited for the per share dividend amount paid by
 Boykin Lodging Company. In 1999, 1,476 shares were issued to a
terminated employee. For the years ended December 31, 1999,
1998 and 1997, BMC has recorded a provision of $84, $58 and $199,
 respectively, with respect to this plan, which represents the
amortization over the vesting period of the prepaid compensation
associated with the awards.

F-31



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

8.  Subsequent Event:

Effective February 1, 2000, JerseyBoy entered into a
management agreement with the Partnership to operate the Radisson
 Hotel Mt. Laurel.

9.  Pro Forma Financial Information (Unaudited):

The following unaudited pro forma condensed statements of
operations for the years ended December 31, 1999 and 1998
are presented as if BMC (including Westboy and ChiBoy) leased and
 operated from January 1, 1998 all hotels leased as of
December 31, 1999. This pro forma information adjusts the
actual results to reflect the two hotels whose leases commenced
in March 1998 and the Chicago Hotel whose lease commenced in
 August 1999.

The pro forma condensed statements of operations do not purport
to present what actual results of operations would have been if
the two hotels whose leases commenced in March 1998 and the
Chicago Hotel were leased and/or operated by BMC (including
ChiBoy) pursuant to the percentage leases from January 1,
1998 or to project results for any future period.

|           |                                           |               |       |         |         |   |       |         |         | 
|---------- | ----------------------------------------- | ------------- | ----- | ------- | ------- | - | ----- | ------- | ------- | 
|           |                                           | 1999          |       | 1998   
|           |                                           |               |       |        
|Revenues:  |                                           |               |       |         |         |   |       |        
|          
|          
|          
|          
|           | Room revenue                              |               | $     | 170,282 |         |   | $     | 164,103 |        
|          
|          
|          
|          
|           | Food and beverage revenue                 |               |       | 76,370  |         |   |       | 74,419  |        
|          
|          
|          
|          
|           | Other hotel revenue                       |               |       | 17,283  |         |   |       | 15,978  |        
|          
|          
|          
|          
|           | Other revenue                             |               |       | 2,670   |         |   |       | 2,407   |        
|           |                                           |               |       |         |         |   |       |        
|           |                                           | Total revenue |       |         | 266,605 |   |       |         | 256,907 | 
|          
|          
|          
|          
|Expenses:  |                                           |               |       |         |         |   |       |        
|          
|          
|          
|          
|           | Departmental expenses of hotels           |               |       | 184,906 |         |   |       | 180,267 |        
|          
|          
|          
|          
|           | Cost of goods sold of nonhotel operations |               |       | 517     |         |   |       | 427     |        
|          
|          
|          
|          
|           | Percentage lease expense                  |               |       | 77,665  |         |   |       | 74,189  |        
|           |                                           |               |       |         |         |   |       |        
|Net income |                                           | $             | 3,517 |         |         | $ | 2,024 |        
|           |                                           |               |       |         |         |   |       |        

F-32



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##### Table of Contents






PART IV




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

(a)  See page F-1 for an index to financial statements and
required schedules.

|         |       |     |  |                                                                                                                                                               
|-------- | ----- | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |       |    
|         |       |    
|         | 3.1   | (a) |  | Amended and Restated Articles of Incorporation, as amended                                                                                                    
|         | 3.2   | (b) |  | Code of Regulations                                                                                                                                           
|         | 4.1   | (b) |  | Specimen Share Certificate                                                                                                                                    
|         | 4.2   | (a) |  | Dividend Reinvestment and Optional Share Purchase Plan                                                                                                        
|         | 4.3   | (e) |  | Shareholder Rights Agreement, dated as of May 25, 1999
	between Boykin Lodging Company and National City Bank as rights
	agent                                
|         | 10.1  | (b) |  | Limited Partnership Agreement of Boykin Hotel Properties, L.P.                                                                                                
|         | 10.2  | (b) |  | Form of Registration Rights Agreement                                                                                                                         
|         | 10.3  | (b) |  | Long-Term Incentive Plan                                                                                                                                      
|         | 10.4  | (b) |  | Directors Deferred Compensation Plan                                                                                                                         
|         | 10.5  | (b) |  | Employment Agreement between the Company and Robert W. Boykin                                                                                                 
|         | 10.7  | (b) |  | Employment Agreement between the Company and Mark L. Bishop                                                                                                   
|         | 10.8  | (b) |  | Form of Percentage Lease                                                                                                                                      
|         | 10.9  | (b) |  | Intercompany Convertible Note                                                                                                                                 
|         | 10.10 | (b) |  | Agreements with General Partners of the Contributed Partnerships                                                                                              
|         | 10.11 | (b) |  | Form of Noncompetition Agreement                                                                                                                              
|         | 10.12 | (b) |  | Alignment of Interests Agreement                                                                                                                              
|         | 10.13 | (c) |  | Description of Employment Arrangement between the Company and
	Paul A. ONeil                                                                                 
|         | 10.14 | (d) |  | Description of Employment Arrangement between the Company and
	Richard C. Conti                                                                               
|         | 10.15 | (f) |  | Limited Liability Company Agreement of Boykin/ AEW LLC dated as
	of February 1, 1999.                                                                         
|         | 10.16 | (g) |  | Stock Purchase Option Agreement by and among Boykin Lodging
	Company, Boykin Hotel Properties, L.P. and AEW Partners III, L.P.
	 dated as of February 1, 1999.
|         | 10.17 | (g) |  | Warrant to Purchase Class A Cumulative Preferred Stock,
	Series 1999-A of Boykin Lodging Company dated as of
	February 1, 1999.                               
|         | 10.18 | (g) |  | Registration Rights Agreement by and among Boykin Lodging Company
	 and AEW Partners III, L.P. dated as of February 1, 1999.                                  
|         | 10.19 |     |  | Key Employee Severance Plan                                                                                                                                   
|         | 10.20 |     |  | Form of Severance Agreement                                                                                                                                   
|         | 21    |     |  | Subsidiaries of the Registrant                                                                                                                                
|         | 23.1  |     |  | Consent of Independent Public Accountants                                                                                                                     
|         | 27    |     |  | Financial Data Schedule                                                                                                                                       



---



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(a) | Incorporated by reference from Boykins Form 10-Q for
	the quarter ended June  30, 1999.



|    |                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Incorporated by reference from Amendment No. 3 to
	Boykins Registration Statement on Form S-11
	(Registration No. 333-6341) (the Form 
	S-11) filed on October 24, 1996. Each of the above
	exhibits has the same exhibit number in the Form S-11.



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(c) | Incorporated by reference from Boykins Form 10-Q for
	the quarter ended June  30, 1997.



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(d) | Incorporated by reference from Boykins Form 10-Q for
	the quarter ended June  30, 1998.



|    |                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------
|(e) | Incorporated by reference as Exhibit 1 from the registration
	 statement on Form  8-A filed on June 10, 1999.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | Incorporated by reference from Boykins Form 10-Q for
	the quarter ended March  31, 1999. Certain portions of
	Exhibit 10.15 have been omitted pursuant to a request for
	confidential treatment under Rule 24b-2 of the Securities
	Exchange Act of 1934. The omitted portions have been filed
	separately with the Securities and Exchange Commission. The
	omitted portions of Exhibit 10.15 are marked with an
	Asterisk [*].



|    |                                                                                          
|--- | -----------------------------------------------------------------------------------------
|(g) | Incorporated by reference from Boykins Form 10-Q for
	the quarter ended March  31, 1999.

(b)  Reports on Form 8-K

None.



---



##### Table of Contents






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.

|               |  |                                                       
|-------------- |  | ------------------------------------------------------
|March 27, 2000 |  | BOYKIN LODGING COMPANY                                
|               |  | By: /s/ ROBERT W. BOYKIN
	          Robert
	 W. Boykin

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

|               |  |                                                                                                                                                                                          
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|March 27, 2000 |  | /s/ ROBERT W. BOYKIN
	------------------------------------------------
	   Robert W. Boykin
	Chairman of the Board,
	President and Chief Executive Officer
	(Principal Executive Officer)
|              
|March 27, 2000 |  | /s/ PAUL A. ONEIL
	------------------------------------------------
	   Paul A. ONeil
	Chief Financial Officer and Treasurer
	(Principal Accounting Officer)                           
|              
|March 27, 2000 |  | /s/   
	------------------------------------------------
	   Ivan J. Winfield
	Director                                                                                                  
|              
|March 27, 2000 |  | /s/ LEE C. HOWLEY, JR.
	------------------------------------------------
	   Lee C. Howley, Jr.
	Director                                                                                
|              
|March 27, 2000 |  | /s/ FRANK E. MOSIER
	------------------------------------------------
	   Frank E. Mosier
	Director                                                                                      
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|March 27, 2000 |  | /s/ WILLIAM H. SCHECTER
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	   William H. Schecter
	Director                                                                              
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|March 27, 2000 |  | /s/ ALBERT T. ADAMS
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	   Albert T. Adams
	Director                                                                                      
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|March 27, 2000 |  | /s/ RAYMOND P. HEITLAND
	------------------------------------------------
	   Raymond P. Heitland
	Director                                                                              



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##### Table of Contents






EXHIBIT INDEX

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|3.1   |  | (a) |  | Amended and Restated Articles of Incorporation, as amended                                                                                                                                                                                                                                                                                                                                                               
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|3.2   |  | (b) |  | Code of Regulations                                                                                                                                                                                                                                                                                                                                                                                                      
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|4.1   |  | (b) |  | Specimen Share Certificate                                                                                                                                                                                                                                                                                                                                                                                               
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|4.2   |  | (a) |  | Dividend Reinvestment and Optional Share Purchase Plan                                                                                                                                                                                                                                                                                                                                                                   
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|4.3   |  | (e) |  | Shareholder Rights Agreement, dated as of May 25, 1999 between Boykin
Lodging Company and National City Bank as rights agent                                                                                                                                                                                                                                                                                             
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|10.1  |  | (b) |  | Limited Partnership Agreement of Boykin Hotel Properties, L.P.                                                                                                                                                                                                                                                                                                                                                           
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|10.2  |  | (b) |  | Form of Registration Rights Agreement                                                                                                                                                                                                                                                                                                                                                                                    
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|10.3  |  | (b) |  | Long-Term Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                 
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|10.4  |  | (b) |  | Directors Deferred Compensation Plan                                                                                                                                                                                                                                                                                                                                                                                    
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|10.5  |  | (b) |  | Employment Agreement between the Company and Robert W. Boykin                                                                                                                                                                                                                                                                                                                                                            
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|10.7  |  | (b) |  | Employment Agreement between the Company and Mark L. Bishop                                                                                                                                                                                                                                                                                                                                                              
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|10.8  |  | (b) |  | Form of Percentage Lease                                                                                                                                                                                                                                                                                                                                                                                                 
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|10.9  |  | (b) |  | Intercompany Convertible Note                                                                                                                                                                                                                                                                                                                                                                                            
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|10.10 |  | (b) |  | Agreements with General Partners of the Contributed Partnerships                                                                                                                                                                                                                                                                                                                                                         
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|10.11 |  | (b) |  | Form of Noncompetition Agreement                                                                                                                                                                                                                                                                                                                                                                                         
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|10.12 |  | (b) |  | Alignment of Interests Agreement                                                                                                                                                                                                                                                                                                                                                                                         
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|10.13 |  | (c) |  | Description of Employment Arrangement between the Company and Paul A. ONeil                                                                                                                                                                                                                                                                                                                                             
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|10.14 |  | (d) |  | Description of Employment Arrangement between the Company and Richard C. Conti                                                                                                                                                                                                                                                                                                                                           
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|10.15 |  | (f) |  | Limited Liability Company Agreement of Boykin/AEW LLC dated as of February 1, 1999.                                                                                                                                                                                                                                                                                                                                      
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|10.16 |  | (g) |  | Stock Purchase Option Agreement by and among Boykin Lodging Company, Boykin Hotel Properties, L.P. and AEW Partners III, L.P. dated as of February 1,
1999.                                                                                                                                                                                                                                                              
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|10.17 |  | (g) |  | Warrant to Purchase Class A Cumulative Preferred Stock, Series 1999-A of Boykin Lodging Company dated as of February 1, 1999.                                                                                                                                                                                                                                                                                            
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|10.18 |  | (g) |  | Registration Rights Agreement by and among Boykin Lodging Company and AEW Partners III, L.P. dated as of February 1, 1999.                                                                                                                                                                                                                                                                                               
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|10.19 |  |     |  | Key Employee
Severance Plan                                                                                                                                                                                                                                                                                                                                                                                              
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|10.20 |  |     |  | Form of
Severance Agreement                                                                                                                                                                                                                                                                                                                                                                                              
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|21    |  |     |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                                           
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|23.1  |  |     |  | Consent of Independent Public Accountants                                                                                                                                                                                                                                                                                                                                                                                
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|27    |  |     |  | Financial Data Schedule                                                                                                                                                                                                                                                                                                                                                                                                  
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|      |  | (a) |  | Incorporated by reference from Boykins Form 10-Q for the quarter ended June 30, 1999.                                                                                                                                                                                                                                                                                                                                   
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|      |  | (b) |  | Incorporated by reference from Amendment No. 3 to Boykins Registration Statement on Form S-11 (Registration No. 333-6341) (the Form S-11) filed on
October 24, 1996. Each of the above exhibits has the same exhibit number in the Form S-11.                                                                                                                                                                         
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|      |  | (c) |  | Incorporated by reference from Boykins Form 10-Q for the quarter ended June 30, 1997.                                                                                                                                                                                                                                                                                                                                   
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|      |  | (d) |  | Incorporated by reference from Boykins Form 10-Q for the quarter ended June 30, 1998.                                                                                                                                                                                                                                                                                                                                   
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|      |  | (e) |  | Incorporated by reference as Exhibit 1 from the registration statement on Form 8-A filed on June 10, 1999.                                                                                                                                                                                                                                                                                                               
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|      |  | (f) |  | Incorporated by reference from Boykins Form 10-Q for the quarter ended March 31, 1999. Certain portions of Exhibit 10.15 have been omitted pursuant to a
request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. The omitted portions have been filed separately with the
Securities and Exchange Commission. The omitted portions of Exhibit 10.15 are marked with an Asterisk [*].
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|      |  | (g) |  | Incorporated by reference from Boykins Form 10-Q for the quarter ended March 31, 1999.