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                          
|                                             | Item 8. Consolidated Financial Statements and Supplemental Data                              
|                                             | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|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               
|PART IV                                     
|                                             | Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.                   
|SIGNATURES                                  
|EXHIBIT INDEX                               
|EXHIBIT 21 SUBSIDIARIES                     
|EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS



---



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, 2000 | 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 

  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.

The aggregate market value of the voting stock held by
non-affiliates of the registrant, as of March 16, 2001, was
approximately $196 million.

As of March 16, 2001, the registrant had 17,163,735 common
shares issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Definitive Proxy Statement for the Annual Meeting of
Shareholders to be held May 31, 2001 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 our intent,
belief or current expectations or that of our directors or
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 factors that could cause actual results to
differ materially from our expectations include, among other
factors, financial performance, real estate conditions,
execution of hotel acquisition or disposition programs, changes
in local or national economic conditions, changes in interest
rates, changes in local or national supply and construction of
new hotels, impact of changes in local or national economic
conditions on the occupancy of our hotels, changes in
profitability and margins and the financial condition of our
lessees, and other similar variables. The information contained
in this Form 10-K and in the documents incorporated by
reference herein and Boykins periodic filings with the
Securities and Exchange Commission also identifies important
factors that could cause such differences.

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 Our
Strategies

Boykin Lodging Company, an Ohio corporation, is a real estate
investment trust (REIT) that, as of March 16,
2001, 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.

1



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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 acquisition, disposition,
recapitalization, development and repositioning of billions of
dollars of hotel assets throughout the United States.

Formation and Initial Public Offering

Boykin Lodging Company was formed to continue and expand the
41-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
	25 hotels (including the ten-hotel portfolio discussed below)
	containing 7,231 guest rooms and disposed of one hotel
	containing 403 guest rooms, bringing the total number of hotels
	we have an ownership interest in to 33 hotels at
	December 31, 2000, with a total of 9,236 guest rooms.                                                                                                                                                                                     
|
| |  | In 1998, we completed a follow-on public equity offering of
	4.5 million common shares, netting proceeds of
	approximately $106.3 million.                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | In 1998, we completed a merger with Red Lion Inns Limited
	Partnership, in which we acquired 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 partners. 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 1999, we formed a joint venture with AEW Partners III,
	L.P. (AEW). The Boykin/AEW venture partnered with a
	private investor, forming Boykin Chicago, LLC (Boykin
	Chicago), in which Boykin/AEW has a 75% interest. Boykin
	Chicago purchased the 421-room Executive Plaza Hotel located in
	Chicago, Illinois. In September 2000, we purchased the 25%
	ownership interest in Boykin Chicago from the private investor
	for $6.3 million, thereby increasing our total ownership
	percentage in the hotel from 18.75% to 43.75%.           
|
| |  | In September 2000, we transferred ownership of our
	Cleveland Marriott East to Hilton Hotels Corporation
	(Hilton). In exchange, we obtained from Hilton a
	239-suite Doubletree Guest Suites hotel in Southfield, Michigan
	and a 290-room Doubletree hotel in San Antonio, Texas. The
	transaction was accounted for as a like-kind exchange of similar
	assets with the net book value of the Beachwood hotel being
	carried forward and allocated as the cost basis of the
	Southfield and San Antonio hotels with no gain or loss
	recognized.
|
| |  | At December 31, 2000, we had $311.4 million of consolidated
	debt outstanding consisting of:                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |   |                                                                           
| | - | --------------------------------------------------------------------------
| |  | $29.5 million outstanding under our $100 million secured credit
	facility;
| |  | a $45 million term loan secured by three properties;                      
| |  | $128.9 outstanding under a $130 million term loan; and                    
| |  | a $108 million term loan secured by nine properties.                      



| |   |                                                                                               
| | - | ----------------------------------------------------------------------------------------------
| |  | In January 2001, we sold our Daytona Beach Radisson resort
	for consideration of $12.5 million

(b)  Financial Information About Industry Segments

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

2



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(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, as of March 16, 2001, 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, 2000,
our hotels, on a same unit basis, had an average occupancy rate
of 67.5%, an average daily rate (ADR) of $94.29 and
revenue per available room (REVPAR) of $63.61. 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 18 for a chart of hotel operating data for 2000 and
1999.

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. Consistent with this strategy, we have made
significant renovations at several of our hotels since our IPO.
In 2000, 1999, and 1998 we spent $18.4 million, $22.1 million,
and $32.5 million, respectively on renovations. This represented
6 percent, 7 percent, and 14 percent of 2000,
1999, and 1998 hotel revenues, respectively, significantly above
the hotel industry standard of 4 percent.

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 our
investment. We may also expand our existing hotels and/or
reposition under-performing hotels by changing the franchise
brand affiliation.

Since our IPO, we have reflagged/repositioned three hotels and
expect to reposition our newly-acquired Southfield Doubletree
Suites as an Embassy Suites after an approximate
$5.5 million renovation in 2001. In the fall of 2001, we
also expect to commence an approximate $12 million
renovation of the Executive Plaza Hotel in Chicago, Illinois,
which would reposition this property to the quality of a
four-star hotel. We are currently

3



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Over the past two years, we have perfected zoning rights to
expand our Pink Shell Beach Resort by 33 rooms. If we proceed
with the project, our plan is to demolish 59 cottage units, or
about 28% of the rooms at the resort. We would then construct a
92-unit tower that would significantly upgrade the character of
the resort. The plan is for the units in the new tower to be
sold as condominiums, with the expectation that the owners would
put their unused room nights back to the resort by contract. As
with any renovation, the shorter-term effects may be a lower
REVPAR and revenues, due to the demolition of the cottage units.
We plan to make the decision to proceed with this project when
we have pre-sold a significant portion of condominiums and,
although we are very encouraged by the preliminary interest we
have seen, we dont expect to know that until late second
quarter/early third quarter of 2001.

B.  Acquisitions

We believe that the upscale and moderate market segments of the
hospitality industry will 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, from
additional issuances of common shares or other securities and
from cash flows from operations.

C.  Strategic Alliances and
Relationships

Our strategic alliances and relationships fall into two primary
areas:



| |   |                                    
| | - | -----------------------------------
| |  | Franchise Brand Strategy           
|
| |  | Operator 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.

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

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2.  Operator 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 operators, we seek hotel managers 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 currently 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  |          |  | BMC                     
|                                                             |  |                  |    |          |  |                         
|                                                             |  |                  | 31 | *        |  |                         
|                                                             |  |                  |    |          |  |                         






|  |                                                                                                                                                                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | One hotel is currently operated by us pursuant to a management
	agreement with a subsidiary of BMC. BMC leased 16 hotels from us
	at December 31, 2000. One hotel was sold on
	January 12, 2001.

BMC, Westboy and ChiBoy

Robert W. Boykin (our Chairman of the Board 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 41-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 4,851 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;

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| |   |                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Our corporate charter documents require that our independent
	directors shall make all determinations to be made on behalf of
	Boykin Lodging Company with respect to the relationships or
	opportunities that represent a conflict of interest for any
	officer or director of Boykin Lodging Company as such;
|
| |  | 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 the value of each
award is based on the value of our common shares.

Third Party Operator

Hilton Hotel Corporation manages our portfolio of ten Doubletree
hotels and has a long history of owning and operating upscale
hotels.

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:

|                                      |  |                   |           |            |  |            |     |                   |  |  |     |  |  |                                         
|------------------------------------- |  | ----------------- | --------- | ---------- |  | ---------- | --- | ----------------- |  |  | --- |  |  | ----------------------------------------
|                                      |  |                   |           | Boykin     |  | Lessee     |     |                  
|                                      |  |                   |           | Ownership  |  | Ownership  |     | Hotel Owned Under
|Name of Joint Venture                 |  | Lessee/JV Partner |           | Percentage |  | Percentage |     | 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®, Radisson®, and many limited
service products. In addition to branded hotels, Outrigger
operates upscale, boutique hotels.

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##### Table of Contents



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
	less than one year to eight 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 on page 5. 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.

Our Board of Directors has appointed a special committee to
evaluate how a TRS could benefit our shareholders. We believe
that we will be in a position to announce specific plans later
in 2001.

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 September 18, 2020,
which, in some cases, may be extended for additional terms. 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

The principal methods of competition for each of our hotels are
(i) brand affiliation, (ii) room rates,
(iii) customer service, (iv) location, and
(v) the condition and upkeep of each hotel in general and
in relation to other hotels in its local market. We believe that
we are well positioned in each category. We have affiliated with
a network of high quality franchisors. We believe that our
lessees emphasis on customer service and their strong and active
yield management enables us to maximize revenues at
each hotel. While new hotels in certain of our markets have
caused us to experience lower than expected lease revenues from
some of our hotels, our hotels are generally located in areas
that generate demand such as airport hotels, major tourist
locations, and major cities or business centers. We also believe
our strong commitment to regular capital improvements, including
the replacement and refurbishment of furniture, fixtures and
equipment, helps improve our competitive position.

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-eight of the hotels maintain higher occupancy rates
during the second and third quarters. Our four hotels in Florida
experience their highest occupancy in the first quarter. This
seasonality pattern can be expected to cause fluctuations in our
quarterly lease payments received under the percentage leases.

9



---



##### Table of Contents



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

All of our operations are conducted in the United States.




Item 2.  Properties

(a)  Hotel Properties

On December 31, 2000, we owned interests in the following
33 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 Hotel San Antonio             |  |        | 290   |        |  |          | BMC       |  |  |  | San Antonio, TX      | 
|                                        
|                                        
|                                        
|                                        
|Doubletree Guest Suites Southfield       |  |        | 239   |        |  |          | BMC       |  |  |  | Southfield, MI       | 
|                                        
|                                        
|                                        
|                                        
|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           | 
|                                        
|                                        
|                                        
|                                        
|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          | 
|                                         |  |        |       |        |  |          |           |  |  |  |                      | 
|                                         |  |        | 9,236 |        |  |          |           |  |  |  |                      | 
|                                         |  |        |       |        |  |          |           |  |  |  |                      | 



---



|  |                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | 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.



|   |                                                                   
|-- | ------------------------------------------------------------------
|** | We sold the Daytona Beach Radisson Resort in
        January 2001.

10



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##### Table of Contents



(b)  Office Space

Pursuant to a shared services and office space agreement, we
paid BMC approximately $4,900 per month in 2000 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.




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    |  |     | 51 |          |  | Chairman of the Board and Chief Executive Officer
|Richard C. Conti    |  |     | 50 |          |  | President and Chief Operating Officer            
|Paul A. ONeil      |  |     | 43 |          |  | Chief Financial Officer and Treasurer            
|Mark L. Bishop      |  |     | 41 |          |  | Senior Vice President  Development              
|Russ C. Valentine   |  |     | 55 |          |  | Senior Vice President  Acquisitions             
|Andrew C. Alexander |  |     | 37 |          |  | 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 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. In January 2001, Mr. Conti was promoted
to President and Chief Operating Officer. 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, our current
auditors, 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.

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

11



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##### Table of Contents





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.

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, 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 Ended December 31, 2000:  |                                        |             |           |               |           |           |   |     
|                              
|                              
|                              
|                              
|                               | First Quarter                          |             | $13 7/16  |               | $10 15/16 |           | $ | 0.47 | 
|                              
|                              
|                              
|                              
|                               | Second Quarter                         |             | $14 7/8   |               | $11       |           | $ | 0.47 | 
|                              
|                              
|                              
|                              
|                               | Third Quarter                          |             | $14 11/16 |               | $ 9 9/16  |           | $ | .365 | 
|                              
|                              
|                              
|                              
|                               | Fourth Quarter                         |             | $10 7/16  |               | $ 8 1/2   |           | $ | .365 | 
|                              
|                              
|                              
|                              
|Year Ending December 31, 2001: |                                        |             |           |               |           |           |   |     
|                              
|                              
|                              
|                              
|                               | First Quarter (through March 16, 2001) |             | $8.50     |               | $11.99    |           | $ | .365 | 

(b)  Shareholder Information

As of March 16, 2001, there were 993 record holders of our
common shares, including shares held in street name
by nominees who are record holders, and approximately 15,700
beneficial owners.

12



---



##### Table of Contents



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, our receipt of cash distributions from the Partnership,
our results of operations, level of indebtedness, any
contractual restrictions, the annual distribution requirements
under the REIT provisions of the Internal Revenue Code, economic
conditions and other factors considered relevant by our Board.
The level of our cash distributions is determined by us in light
of our cash needs, including our requirements for investing and
financing activities and other anticipated cash needs. There can
be no assurance that we will make any such future distributions.

(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.

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



---



##### Table of Contents



BOYKIN LODGING COMPANY

SELECTED HISTORICAL OPERATING AND FINANCIAL DATA

(amounts in thousands, except for per share data)

|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |        |        |  
|------------------- | ------------------------------------------------------------------------------------ | ------------ | - | ------------ | ------ | ------------ | - | ------------ | ------ | ------------ | - | -------- | ------ |  | - | -------- | ------ |  | - | ------ | ------ | -
|                    |                                                                                      |              |   |              |        |              |   |              |        | Period From 
|                    |                                                                                      |              |   |              |        |              |   |              |        | November 4  
|                    |                                                                                      | Year Ended   |   | Year Ended   |        | Year Ended   |   | Year Ended   |        | To          
|                    |                                                                                      | December 31, |   | December 31, |        | December 31, |   | December 31, |        | December 31,
|                    |                                                                                      | 2000         |   | 1999         |        | 1998         |   | 1997         |        | 1996        
|                    |                                                                                      |              |   |              |        |              |   |              |        |             
|OPERATING DATA:     |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                   
|                   
|                   
|                   
|                    | Total revenues                                                                       |              | $ | 93,751       |        |              | $ | 86,159       |        |              | $ | 70,122   |        |  | $ | 38,266   |        |  | $ | 3,378  |       
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                    | Real estate related depreciation and amortization                                    |              |   | 30,374       |        |              |   | 28,878       |        |              |   | 21,265   |        |  |   | 10,148   |        |  |   | 1,344  |       
|                   
|                   
|                   
|                   
|                    | Property taxes, insurance, ground rent, general and other                            |              |   | 21,509       |        |              |   | 16,126       |        |              |   | 12,158   |        |  |   | 7,577    |        |  |   | 1,070  |       
|                   
|                   
|                   
|                   
|                    | Interest expense and amortization of deferred financing costs                        |              |   | 25,533       |        |              |   | 21,408       |        |              |   | 14,498   |        |  |   | 3,107    |        |  |   | 123    |       
|                   
|                   
|                   
|                   
|                    | Unrealized loss on carrying value of assets held for sale                            |              |   | 7,000        |        |              |   |             |        |              |   |         |        |  |   |         |        |  |   |       |       
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                    | Total expenses                                                                       |              |   | 84,416       |        |              |   | 66,412       |        |              |   | 47,921   |        |  |   | 20,832   |        |  |   | 2,537  |       
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                    | Income before minority interest and extraordinary item                               |              |   | 9,335        |        |              |   | 19,747       |        |              |   | 22,201   |        |  |   | 17,434   |        |  |   | 841    |       
|                   
|                   
|                   
|                   
|                    | Minority interest                                                                    |              |   | (919         | )      |              |   | (1,625       | )      |              |   | (2,059   | )      |  |   | (2,210   | )      |  |   | (40    | )     
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                    | Income before extraordinary item                                                     |              |   | 8,416        |        |              |   | 18,122       |        |              |   | 20,142   |        |  |   | 15,224   |        |  |   | 801    |       
|                   
|                   
|                   
|                   
|                    | Extraordinary item  loss on early extinguishment of
	debt, net of minority interest |              |   | (686         | )      |              |   |             |        |              |   | (1,138   | )      |  |   | (882     | )      |  |   | (4,908 | )     
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                    | Net income (loss) applicable to common shares                                        |              | $ | 7,730        |        |              | $ | 18,122       |        |              | $ | 19,004   |        |  | $ | 14,342   |        |  | $ | (4,107 | )     
|                    |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|EARNINGS PER SHARE: |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                   
|                   
|                   
|                   
|                    | Net income (loss) per common share:                                                  |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |        |       
|                   
|                   
|                   
|                   
|                    |                                                                                      | Basic        |   | $            | .45    |              |   | $            | 1.06   |              |   | $        | 1.25   |  |   | $        | 1.51   |  |   | $      | (.46   | )
|                   
|                   
|                   
|                   
|                    |                                                                                      | Diluted      |   | $            | .45    |              |   | $            | 1.06   |              |   | $        | 1.25   |  |   | $        | 1.49   |  |   | $      | (.45   | )
|                   
|                   
|                   
|                   
|                    | Weighted average number of common shares outstanding:                                |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |        |       
|                   
|                   
|                   
|                   
|                    |                                                                                      | Basic        |   |              | 17,137 |              |   |              | 17,063 |              |   |          | 15,252 |  |   |          | 9,523  |  |   |        | 8,981  |  
|                   
|                   
|                   
|                   
|                    |                                                                                      | Diluted      |   |              | 17,305 |              |   |              | 17,127 |              |   |          | 15,252 |  |   |          | 9,595  |  |   |        | 9,036  |  
|                   
|                   
|                   
|                   
|OTHER DATA:         |                                                                                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |       
|                   
|                   
|                   
|                   
|                    | Funds from operations(1)                                                             |              | $ | 46,005       |        |              | $ | 48,189       |        |              | $ | 42,805   |        |  | $ | 27,381   |        |  | $ | 2,185  |       
|                   
|                   
|                   
|                   
|                    | Net cash provided by operating activities                                            |              | $ | 43,400       |        |              | $ | 51,795       |        |              | $ | 39,960   |        |  | $ | 29,477   |        |  | $ | 329    |       
|                   
|                   
|                   
|                   
|                    | Net cash used for investing activities                                               |              | $ | (23,515      | )      |              | $ | (26,480      | )      |              | $ | (299,784 | )      |  | $ | (110,554 | )      |  | $ | (1,824 | )     
|                   
|                   
|                   
|                   
|                    | Net cash (used for) provided by financing activities                                 |              | $ | (19,681      | )      |              | $ | (26,987      | )      |              | $ | 263,612  |        |  | $ | 61,570   |        |  | $ | 22,857 |       
|                   
|                   
|                   
|                   
|                    | Dividends declared                                                                   |              | $ | 28,889       |        |              | $ | 32,260       |        |              | $ | 30,685   |        |  | $ | 17,150   |        |  | $ | 2,700  |       
|                   
|                   
|                   
|                   
|                    | Weighted average number of common shares and units outstanding:                      |              |   |              |        |              |   |              |        |              |   |          |        |  |   |          |        |  |   |        |       
|                   
|                   
|                   
|                   
|                    |                                                                                      | Basic        |   |              | 18,428 |              |   |              | 18,354 |              |   |          | 16,549 |  |   |          | 10,883 |  |   |        | 10,359 |  
|                   
|                   
|                   
|                   
|                    |                                                                                      | Diluted      |   |              | 18,596 |              |   |              | 18,418 |              |   |          | 16,549 |  |   |          | 10,905 |  |   |        | 10,359 |  

14



---



##### Table of Contents



|                               |                                     |      |   |         |  |      |   |         |  |  |   |         | 
|------------------------------ | ----------------------------------- | ---- | - | ------- |  | ---- | - | ------- |  |  | - | ------- | 
|                               |                                     | 2000 |   | 1999    |  | 1998
|                               |                                     |      |   |         |  |     
|HISTORICAL BALANCE SHEET DATA: |                                     |      |   |         |  |      |   |         |  |  |   |        
|                              
|                              
|                              
|                              
|                               | Investment in hotel properties, net |      | $ | 565,224 |  |      | $ | 584,875 |  |  | $ | 595,132 | 
|                              
|                              
|                              
|                              
|                               | Total assets                        |      |   | 600,593 |  |      |   | 606,103 |  |  |   | 615,062 | 
|                              
|                              
|                              
|                              
|                               | Total debt                          |      |   | 311,440 |  |      |   | 294,000 |  |  |   | 286,000 | 
|                              
|                              
|                              
|                              
|                               | Minority interest                   |      |   | 16,750  |  |      |   | 18,263  |  |  |   | 22,961  | 
|                              
|                              
|                              
|                              
|                               | Shareholders equity                |      |   | 253,266 |  |      |   | 273,730 |  |  |   | 286,216 | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 as 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 as 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):

|                                                                 |  |      |        |      |  |      |        |      |  |      |        |   |  |   |        |   |  |   |        |  
|---------------------------------------------------------------- |  | ---- | ------ | ---- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                                                 |  | 2000 |        | 1999 |  | 1998 |        | 1997 |  | 1996
|                                                                 |  |      |        |      |  |      |        |      |  |     
|Net income (loss)                                                |  | $    | 7,730  |      |  | $    | 18,122 |      |  | $    | 19,004 |   |  | $ | 14,342 |   |  | $ | (4,107 | )
|                                                                
|                                                                
|                                                                
|                                                                
|Real estate related depreciation and Amortization                |  |      | 30,374 |      |  |      | 28,878 |      |  |      | 21,265 |   |  |   | 10,148 |   |  |   | 1,344  |  
|                                                                
|                                                                
|                                                                
|                                                                
|Minority interest                                                |  |      | 919    |      |  |      | 1,625  |      |  |      | 2,059  |   |  |   | 2,210  |   |  |   | 40     |  
|                                                                
|                                                                
|                                                                
|                                                                
|Gain on property insurance recovery                              |  |      | (407   | )    |  |      |       |      |  |      |       |   |  |   |       |   |  |   |       |  
|                                                                
|                                                                
|                                                                
|                                                                
|Unrealized loss on carrying value of assets held for disposition |  |      | 7,000  |      |  |      |       |      |  |      |       |   |  |   |       |   |  |   |       |  
|                                                                
|                                                                
|                                                                
|                                                                
|Extraordinary item                                               |  |      | 686    |      |  |      |       |      |  |      | 1,138  |   |  |   | 882    |   |  |   | 4,908  |  
|                                                                
|                                                                
|                                                                
|                                                                
|Equity in income of unconsolidated joint venture                 |  |      | (68    | )    |  |      | (23    | )    |  |      |       |   |  |   |       |   |  |   |       |  
|                                                                
|                                                                
|                                                                
|                                                                
|FFO adjustment related to joint ventures                         |  |      | (229   | )    |  |      | (413   | )    |  |      | (661   | ) |  |   | (201   | ) |  |   |       |  
|                                                                 |  |      |        |      |  |      |        |      |  |      |        |   |  |   |        |   |  |   |        |  
|Funds from operations                                            |  | $    | 46,005 |      |  | $    | 48,189 |      |  | $    | 42,805 |   |  | $ | 27,381 |   |  | $ | 2,185  |  
|                                                                 |  |      |        |      |  |      |        |      |  |      |        |   |  |   |        |   |  |   |        |  

15



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##### Table of Contents



INITIAL HOTELS

SELECTED COMBINED HISTORICAL FINANCIAL DATA

(amounts in thousands)

|                |                                                                     |                |   |        |        | 
|--------------- | ------------------------------------------------------------------- | -------------- | - | ------ | ------ | 
|                |                                                                     | January 1,    
|                |                                                                     | 1996 to       
|                |                                                                     | November 3,   
|                |                                                                     | 1996(A)       
|                |                                                                     |               
|OPERATING DATA: |                                                                     |                |   |       
|               
|               
|               
|               
|                | Room revenue                                                        |                | $ | 51,627 |       
|               
|               
|               
|               
|                | Food and beverage revenue                                           |                |   | 20,062 |       
|               
|               
|               
|               
|                | Other revenue                                                       |                |   | 4,148  |       
|                |                                                                     |                |   |       
|                |                                                                     | Total revenues |   |        | 75,837 | 
|               
|               
|               
|               
|                | Departmental and other expenses                                     |                |   | 52,367 |       
|               
|               
|               
|               
|                | Real estate and personal property taxes, insurance and ground
	rent |                |   | 3,228  |       
|               
|               
|               
|               
|                | Depreciation and amortization                                       |                |   | 6,308  |       
|               
|               
|               
|               
|                | Interest expense                                                    |                |   | 13,430 |       
|               
|               
|               
|               
|                | Gain on property insurance recovery                                 |                |   | (32    | )     
|                |                                                                     |                |   |       
|                | Income before extraordinary item                                    |                |   | 536    |       
|               
|               
|               
|               
|                | Extraordinary item  loss on early extinguishment of
	debt          |                |   | (1,315 | )     
|                |                                                                     |                |   |       
|                | Net loss                                                            |                | $ | (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,        
|                |                                            |                                    |   |                     
|                |                                            | 2000                               |   | 1999                 |         | 1998 |   | 1999        |         | 1998
|                |                                            |                                    |   |                      |         |      |   |             |         |     
|OPERATING DATA: |                                            |                                    |   |                      |         |      |   |             |         |      |   |         |         |  |   |         |         |  |   |        
|               
|               
|               
|               
|                | Room revenue                               |                                    | $ | 173,765              |         |      | $ | 160,528     |         |      | $ | 148,643 |         |  | $ | 170,282 |         |  | $ | 164,103 |        
|               
|               
|               
|               
|                | Food and beverage revenue                  |                                    |   | 76,731               |         |      |   | 75,140      |         |      |   | 71,925  |         |  |   | 76,370  |         |  |   | 74,419  |        
|               
|               
|               
|               
|                | Other hotel revenue                        |                                    |   | 16,230               |         |      |   | 16,753      |         |      |   | 15,085  |         |  |   | 17,283  |         |  |   | 15,978  |        
|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |         |         |  |   |         |         |  |   |        
|                |                                            | Total hotel revenues               |   |                      | 266,726 |      |   |             | 252,421 |      |   |         | 235,653 |  |   |         | 263,935 |  |   |         | 254,500 | 
|               
|               
|               
|               
|                | Other revenue                              |                                    |   | 2,690                |         |      |   | 2,670       |         |      |   | 2,407   |         |  |   | 2,670   |         |  |   | 2,407   |        
|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |         |         |  |   |         |         |  |   |        
|                |                                            | Total revenues                     |   |                      | 269,416 |      |   |             | 255,091 |      |   |         | 238,060 |  |   |         | 266,605 |  |   |         | 256,907 | 
|               
|               
|               
|               
|                | Operating expenses                         |                                    |   | 187,166              |         |      |   | 178,602     |         |      |   | 170,162 |         |  |   | 184,906 |         |  |   | 180,267 |        
|               
|               
|               
|               
|                | Cost of goods sold of non-hotel operations |                                    |   | 248                  |         |      |   | 517         |         |      |   | 427     |         |  |   | 517     |         |  |   | 427     |        
|               
|               
|               
|               
|                | Percentage lease expense                   |                                    |   | 78,819               |         |      |   | 73,289      |         |      |   | 67,424  |         |  |   | 77,665  |         |  |   | 74,189  |        
|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |         |         |  |   |         |         |  |   |        
|                |                                            | Total expenses                     |   |                      | 266,233 |      |   |             | 252,408 |      |   |         | 238,013 |  |   |         | 263,088 |  |   |         | 254,883 | 
|                |                                            |                                    |   |                      |         |      |   |             |         |      |   |         |         |  |   |         |         |  |   |        
|                | Net income                                 |                                    | $ | 3,183                |         |      | $ | 2,683       |         |      | $ | 47      |         |  | $ | 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. Since the IPO, we have acquired
25 hotels (including the ten-hotel portfolio discussed
below) by raising capital through a combination of common share
issuances, various debt financings, capital from strategic joint
venture partners and cash flow generated from operations.



| |   |                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In 1998, we raised net proceeds of approximately
	$106.3 million in a follow-on public equity offering of
	4.5 million common shares.                                                                                                                                                                                                   
|
| |  | In the same year, we acquired a portfolio of ten
	Doubletree-licensed hotels through a merger with Red Lion Inns
	Limited Partnership valued at $271.3 million. In the
	transaction, we issued 3.1 million common shares, paid
	$35.3 million in cash to the Red Lion partners and assumed
	liabilities of approximately $155.7 million.
|
| |  | At the end of 2000, we had $311.4 million of debt
	outstanding under various debt instruments.                                                                                                                                                                                                                                          
|
| |  | We currently have strategic alliances with three hotel operators
	and own four hotels with them through joint venture structures.
	In 1999, we also formed a joint venture with AEW
	Partners III, L.P. (AEW) and, through that
	joint venture, we purchased a hotel located in downtown Chicago.                                     

At the end of 2000, we owned interests in 33 hotels
containing a total of 9,236 guest rooms located in 19 different
states. We sold one hotel in January 2001. 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.

17



---



##### Table of Contents



RESULTS OF OPERATIONS

The following discusses our results of operations for 2000
compared to 1999 and 1999 compared to 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

Results of Operations Year Ended December 31, 2000
Compared to Year Ended 1999

Our percentage lease revenue increased to $85.9 million in
2000 from $85.3 million in 1999. This increase was due to
increased percentage lease revenues from our lessees of
$2.4 million, offset by a $1.8 million decrease in
percentage lease revenue attributable to our foreclosure of the
Radisson Hotel Mt. Laurel lease in February 2000 from the
prior lessee. Instead of percentage lease revenues, the
hotels revenues of $6.7 million and hotel operating
expenses of $5.4 million are reflected in the results of
operations in 2000. The overall impact of the foreclosure was a
decrease in net income of $.7 million in 2000. Percentage
lease revenue payable by BMC is $71.9 million, or 83.7% of
total percentage lease revenue in 2000, compared to
$70.9 million, or 83.1% of percentage lease revenues 1999.

The main driver of our percentage lease revenues is the
hotels revenues, which are driven by ADR, occupancy, and
REVPAR. During 2000, the ADR at our comparable hotels (including
the Executive Plaza Hotel acquired in 1999 but not consolidated
in Boykins results of operations) increased to $94.29
compared to $91.23 in 1999. The weighted average occupancy
decreased to 67.5% from 68.3% in 1999. This resulted in a 2.1%
increase in REVPAR to $63.61 in 2000, compared to $62.32 in
1999. The following table sets forth the pro forma operating
data of the hotels owned by us as of December 31, 2000,
without regard to when we acquired the hotels.

|                                          |  |      |       |           |  |        |       |      |  |      |       |      |  |  |       |  |  |   |       |  |  |   |       | 
|----------------------------------------- |  | ---- | ----- | --------- |  | ------ | ----- | ---- |  | ---- | ----- | ---- |  |  | ----- |  |  | - | ----- |  |  | - | ----- | 
|                                          |  |      |       |           |  |       
|                                          |  | ADR  |       | Occupancy |  | REVPAR
|                                          |  |      |       |           |  |       
|                                          |  | 2000 |       | 1999      |  | 2000   |       | 1999 |  | 2000 |       | 1999
|                                          |  |      |       |           |  |        |       |      |  |      |       |     
|All Comparable Hotels (31 Properties) (a) |  | $    | 94.29 |           |  | $      | 91.23 |      |  |      | 67.5% |      |  |  | 68.3% |  |  | $ | 63.61 |  |  | $ | 62.32 | 
|                                         
|                                         
|                                         
|                                         
|All Hotels (33 Properties) (b)            |  | $    | 94.66 |           |  | $      | 91.55 |      |  |      | 67.3% |      |  |  | 68.4% |  |  | $ | 63.75 |  |  | $ | 62.59 | 
|                                         
|                                         
|                                         
|                                         
|Doubletree Portfolio (10 properties)      |  | $    | 85.41 |           |  | $      | 84.26 |      |  |      | 70.3% |      |  |  | 70.9% |  |  | $ | 60.02 |  |  | $ | 59.70 | 



|    |                                                                                   
|--- | ----------------------------------------------------------------------------------
|(a) | Includes hotels we owned in both periods.                                         
|   
|(b) | Includes all hotels we owned at the end of 2000,
	including predecessors results.

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.

Income before minority interests and extraordinary item
decreased from $19.7 million in 1999 to $9.3 million
in 2000. As a percent of total revenues, income before minority
interests and extraordinary item decreased to 10.0% in 2000 from
22.9% in 1999, primarily resulting from:



| |   |                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a $7.0 million charge for unrealized losses on the carrying
	value of certain Doubletree hotels held for sale;                                                                                                                                     
|
| |  | an increase in interest expense to $24.3 million in 2000, or
	25.9% of total revenues, compared to $20.6 million, or 23.9%, in
	1999, primarily due to higher interest rates and an increase in
	the average outstanding debt balances in 2000; and
|
| |  | an increase in real estate related depreciation and
	amortization, as a percent of percentage lease revenue, to 35.4%
	in 2000 from 33.9% in 1999                                                                                                  

18



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##### Table of Contents



Increased capital expenditures from renovations increased
depreciation expense in 2000 over 1999. Higher interest rates on
our variable rate debt, which increased to approximately 8.4% in
2000 from 7.0% in 1999, along with higher average outstanding
debt balances, caused interest expense to increase over 1999.

Net income was $7.7 million in 2000 compared to
$18.1 million in 1999. As a percent of total revenue, net
income decreased from 21.0% in 1999 to 8.2% in 2000. Minority
interest applicable to the operating partnership and joint
venture partnerships included in income before extraordinary
item was $.9 million in 2000, or 1% of total revenues,
compared to $1.6 million, or 1.9% in 1999. The
extraordinary loss (net of minority interest of $59) of $686 in
2000 represented the write-off of deferred financing costs
associated with our former line of credit which was replaced in
the third quarter of 2000.

Our FFO in 2000 was $46.0 million compared to
$48.2 million in 1999. 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.

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 we had a
full year of 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 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.

19



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##### Table of Contents



BMC

Actual Results of Operations Year Ended December 31,
2000 Compared to Year Ended 1999

For the year ended December 31, 2000, BMC had hotel
revenues of $266.7 million compared to $252.4 million
in 1999. The increase was primarily due to the addition of the
Executive Plaza Hotel in which ChiBoy commenced operations at
the end of August 1999.

Percentage lease expense during 2000 was $78.8 million, or
29.5% of hotel revenues, compared to $73.3 million, or
29.0% of hotel revenues, in 1999. 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 $187.2 million in 2000 compared to
$178.6 million in 1999. As a percent of hotel revenues, the
departmental and other hotel operating expenses decreased to
70.2% in 2000 from 70.7% in 1999, because of increases in hotel
revenues at a higher rate relative to increased expenses
incurred.

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 revenue at hotels that underwent
significant renovations in 1998. BMC recorded net income of
$2.7 million in 1999 compared to $47,000 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 from
72.2% in 1998 to 70.7% in 1999, because of increases in hotel
revenues at a higher rate relative to increased expenses
incurred.

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 primary 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
largely unsecured and the lessees ability to make rent
payments to the Partnership under the percentage leases are
substantially dependent upon the lessees ability to
generate sufficient cash flow from the operation of the hotels.

Westboy, LLC (Westboy), a wholly-owned subsidiary of
BMC, leases the ten Doubletree-licensed hotels owned by and Red
Lion Inns Operating L.P. (OLP) pursuant to a
percentage lease agreement. The initial term

20



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##### Table of Contents





As of December 31, 2000, we had $4.2 million of
unrestricted cash and cash equivalents, and $7.0 million of
restricted cash for the payment of capital expenditures, real
estate tax and insurance. We had outstanding borrowings totaling
$29.5 million and $281.9 million against our credit
facility and term notes payable, respectively. In January and
February 2001, we repaid a net $8.5 million on our line of
credit, thus reducing our current outstanding borrowings to
$21.0 million.

In July 2000, we refinanced our $175 million credit
facility with a new $100 million credit facility and a
$108 million secured term loan. We currently have $21.0
million outstanding under the new credit facility, with the
unused amount available to fund hotel acquisitions, renovations,
capital expenditures, and working capital needs, as limited
under terms of the credit agreements. For information relating
to the terms of our new credit facility and our
$130 million, $45 million and $108 million term notes
payable, 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. 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.

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.

Effective with our third quarter 2000 dividend, we reduced our
quarterly dividend rate from $0.47 to $0.365 per share. The
reduced dividend rate may improve our liquidity by allowing us
to retain additional funds for reinvestment. In this capital
constrained environment, we believe it is critical to retain
some cash to keep our properties in excellent competitive
condition and to take advantage of high-yield internal growth
opportunities. No assurance can be given that we will make
distributions in the future at the current rate, or at all.

In 2001, we expect to spend approximately $20 million in
renovations at our hotels, excluding the Pink Shell and Chicago
Executive Plaza projects discussed below. This includes
renovating the guestrooms and public space at our newly-acquired
Doubletree Guest Suites in Southfield, Michigan at a cost of
approximately $5.5 million, which will be reflagged as an
Embassy Suites. It also includes completing guestroom
renovations at our Berkeley Marina Radisson, Hunt Valley
Marriott and Columbus Marriott. We expect to use cash available
from operations and restricted capital expenditure reserves, as
well as borrowings under our line of credit, to fund our 2001
renovations.

Over the past two years, we have perfected zoning rights to
expand our Pink Shell Beach Resort by 33 rooms. If we
proceed with the project, our plan is to demolish
59 cottage units, or about 28% of the rooms at the resort.
We would then construct a 92-unit tower that would significantly
upgrade the character of the resort and sell these units as
condos, with the expectation that the condo owners would put
their unused room nights back to the resort. We would to use our
line of credit to fund the approximate mid-$20 million project
cost, and use the proceeds from the condo sales to pay back the
line of credit. We would also expect to reap a significant gain
on the sale of the condos, and ultimately increase our bottom
line at the resort. As with any renovation, the

21



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##### Table of Contents





In the fall of 2001, we expect to commence the renovation of the
Executive Plaza Hotel in Chicago, Illinois, of which we would
provide approximately $3 million of equity funding
utilizing availability under our line of credit.

Inflation

Our revenues are from percentage leases, which can change based
on changes in the revenues of our hotels, as well as from CPI
adjustments in the percentage lease rent formulas which are
adjusted each year accordingly with the CPI. 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-eight of our hotels maintain higher occupancy rates
during the second and third quarters. The four currently owned
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 payments received
under the percentage leases. To the extent that cash flow from
operations is insufficient to make distributions 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.

Competition and Other Economic Factors

Our hotels are located in developed areas that contain other
hotel properties. The future occupancy, ADR and REVPAR of any
hotel could be materially and adversely affected by an increase
in the number of or quality of the competitive hotel properties
in its market area, specifically, reducing our percentage lease
revenues. Because of competition from newly constructed hotels
in certain markets, we have recently experienced lower than
expected percentage lease revenues from our hotels in these
markets and we expect this trend to continue into 2001.
Competition could also affect the quality and quantity of future
investment opportunities, or our ability to sell existing
properties.

As a portion of the lodging industrys sales are based upon
business, commercial and leisure travel, changes in general
economic conditions, demographics, or changes in local business
economics, could affect these and other travel segments. This
may affect demand for rooms, which would affect hotel revenues
and therefore percentage lease revenues.

New Accounting Pronouncements

Effective January 1, 2001 we will adopt the provisions of
SFAS 133 Accounting for Derivative Instruments and Hedging
Activities. This statement requires companies to carry all
derivative instruments including embedded derivatives in the
balance sheet at fair value. See Footnote 2 to the Consolidated
Financial Statements for further information.

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 new $100 million
secured credit facility, our $45 million secured term loan,
our $108 million term loan and our 43.75% 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. In March
2001, we also purchased interest protection on $83 million
of our floating rate debt that fixes the overall interest rate
on this debt at no more than 7.32%. Based on the new interest
protection, approximately 68% of our outstanding debt at
December 31, 2000 is fixed-rate in nature, compared with
44% at the end of 1999. The weighted average interest rate of
our variable rate debt was 8.4% for the year ended
December 31, 2000.

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 agreements, 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. Other than the interest protection agreement discussed
above, 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 $.2 million, based upon the balances
outstanding on our variable rate instruments at
December 31, 2000.




Item 8.  Consolidated Financial Statements and
Supplemental 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.






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 31, 2001, 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 31, 2001.

23



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##### Table of Contents






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 31,
2001.




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 31, 2001.

24



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##### Table of Contents



BOYKIN LODGING COMPANY

AS OF DECEMBER 31, 2000 AND 1999





INDEX TO FINANCIAL STATEMENTS

|                                                                             |                                                                                                                      |  |  |    |   
|---------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- |  |  | -- | --
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Boykin Lodging Company:                                                      |                                                                                                                      |  |  |   
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Report of Independent Public Accountants                                                                             |  |  | F- | 2 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Balance Sheets as of December 31, 2000 and 1999                                                         |  |  | F- | 3 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Income for the Years Ended
	December 31, 2000, 1999 and 1998                              |  |  | F- | 4 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Shareholders Equity for the
	Years Ended December 31, 2000, 1999 and 1998                |  |  | F- | 5 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Cash Flows for the Years Ended
	December 31, 2000, 1999 and 1998                          |  |  | F- | 6 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Notes to Consolidated Financial Statements                                                                           |  |  | F- | 7 
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Schedule III  Real Estate and Accumulated
	Depreciation as of December 31, 2000                                     |  |  | F- | 21
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Boykin Management Company Limited Liability Company and
	Subsidiaries (BMC): |                                                                                                                      |  |  |   
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Report of Independent Public Accountants                                                                             |  |  | F- | 23
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Balance Sheets as of December 31, 2000 and 1999                                                         |  |  | F- | 24
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Operations and Comprehensive Income
	for the Years Ended December 31, 2000, 1999 and 1998 |  |  | F- | 25
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Members Capital for the Years
	Ended December 31, 2000, 1999 and 1998                    |  |  | F- | 26
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Consolidated Statements of Cash Flows for the Years Ended
	December 31, 2000, 1999 and 1998                          |  |  | F- | 27
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Notes to Consolidated Financial Statements                                                                           |  |  | F- | 28

F-1



---



##### 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, 2000 and 1999 and the related consolidated
statements of income, shareholders equity and cash flows
for each of the three years in the period ended
December 31, 2000. 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, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2000, 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 to 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, 2000 AND 1999

(dollar amounts in thousands)

|                                            |                                                                                                                                                            |      |         |         |   |   |         |         |  
|------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------- | ------- | - | - | ------- | ------- | -
|                                            |                                                                                                                                                            | 2000 |         | 1999   
|                                            |                                                                                                                                                            |      |         |        
|ASSETS                                      |                                                                                                                                                            |      |         |         |   |   |         |        
|                                           
|                                           
|                                           
|                                           
|Investment in hotel properties, net         |                                                                                                                                                            | $    | 565,224 |         |   | $ | 584,875 |        
|                                           
|                                           
|                                           
|                                           
|Cash and cash equivalents                   |                                                                                                                                                            |      | 4,175   |         |   |   | 3,971   |        
|                                           
|                                           
|                                           
|                                           
|Rent receivable from lessees:               |                                                                                                                                                            |      |         |         |   |   |         |        
|                                           
|                                           
|                                           
|                                           
|                                            | Related party lessees                                                                                                                                      |      |         | 4,632   |   |   |         | 4,280   |  
|                                           
|                                           
|                                           
|                                           
|                                            | Third party lessees                                                                                                                                        |      |         | 652     |   |   |         | 430     |  
|                                           
|                                           
|                                           
|                                           
|Deferred expenses, net                      |                                                                                                                                                            |      | 6,200   |         |   |   | 3,660   |        
|                                           
|                                           
|                                           
|                                           
|Restricted cash                             |                                                                                                                                                            |      | 7,034   |         |   |   | 3,572   |        
|                                           
|                                           
|                                           
|                                           
|Investment in unconsolidated joint ventures |                                                                                                                                                            |      | 10,291  |         |   |   | 4,369   |        
|                                           
|                                           
|                                           
|                                           
|Other assets                                |                                                                                                                                                            |      | 2,385   |         |   |   | 946     |        
|                                            |                                                                                                                                                            |      |         |         |   |   |         |        
|                                            |                                                                                                                                                            | $    | 600,593 |         |   | $ | 606,103 |        
|                                            |                                                                                                                                                            |      |         |         |   |   |         |        
|                                           
|LIABILITIES AND SHAREHOLDERS EQUITY        |                                                                                                                                                            |      |         |         |   |   |         |        
|                                           
|                                           
|                                           
|                                           
|Borrowings against credit facility          |                                                                                                                                                            | $    | 29,500  |         |   | $ | 119,000 |        
|                                           
|                                           
|                                           
|                                           
|Term notes payable                          |                                                                                                                                                            |      | 281,940 |         |   |   | 175,000 |        
|                                           
|                                           
|                                           
|                                           
|Accounts payable and accrued expenses       |                                                                                                                                                            |      | 9,533   |         |   |   | 8,799   |        
|                                           
|                                           
|                                           
|                                           
|Dividends/distributions payable             |                                                                                                                                                            |      | 6,791   |         |   |   | 8,700   |        
|                                           
|                                           
|                                           
|                                           
|Due to lessees:                             |                                                                                                                                                            |      |         |         |   |   |         |        
|                                           
|                                           
|                                           
|                                           
|                                            | Related party lessees                                                                                                                                      |      |         | 2,056   |   |   |         | 796     |  
|                                           
|                                           
|                                           
|                                           
|                                            | Third party lessees                                                                                                                                        |      |         | 757     |   |   |         | 1,815   |  
|                                           
|                                           
|                                           
|                                           
|Minority interest in joint ventures         |                                                                                                                                                            |      | 8,071   |         |   |   | 7,755   |        
|                                           
|                                           
|                                           
|                                           
|Minority interest in operating partnership  |                                                                                                                                                            |      | 8,679   |         |   |   | 10,508  |        
|                                           
|                                           
|                                           
|                                           
|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;
	17,146,938 and 17,106,242 shares outstanding at
	December 31, 2000 and 1999, respectively |      |         |        |   |   |         |        |  
|                                           
|                                           
|                                           
|                                           
|                                            | Additional paid-in capital                                                                                                                                 |      |         | 311,493 |   |   |         | 310,396 |  
|                                           
|                                           
|                                           
|                                           
|                                            | Distributions in excess of income                                                                                                                          |      |         | (56,593 | ) |   |         | (35,434 | )
|                                           
|                                           
|                                           
|                                           
|                                            | Unearned compensation  restricted shares                                                                                                                  |      |         | (1,634  | ) |   |         | (1,232  | )
|                                            |                                                                                                                                                            |      |         |         |   |   |         |        
|                                            | Total shareholders equity                                                                                                                                 |      |         | 253,266 |   |   |         | 273,730 |  
|                                            |                                                                                                                                                            |      |         |         |   |   |         |        
|                                            |                                                                                                                                                            | $    | 600,593 |         |   | $ | 606,103 |        
|                                            |                                                                                                                                                            |      |         |         |   |   |         |        

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, 2000, 1999 AND 1998

(amounts in thousands, except for per share data)

|                                                                                                                                     |                                                                     |         |        |        |        |      |        |        |        |   |        |        |        | 
|------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------- | ------- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                                                                                                                     |                                                                     | 2000    |        | 1999   |        | 1998
|                                                                                                                                     |                                                                     |         |        |        |        |     
|Revenues:                                                                                                                            |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Lease revenue from related party                                    |         | $      | 71,922 |        |      | $      | 70,884 |        |   | $      | 56,708 |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Other lease revenue                                                 |         |        | 13,932 |        |      |        | 14,418 |        |   |        | 13,039 |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Other hotel revenue                                                 |         |        | 6,735  |        |      |        |       |        |   |        |       |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Interest and other income                                           |         |        | 1,162  |        |      |        | 857    |        |   |        | 375    |       
|                                                                                                                                     |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                     |                                                                     |         | 93,751 |        |        |      | 86,159 |        |        |   | 70,122 |       
|                                                                                                                                     |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Expenses:                                                                                                                            |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Real estate related depreciation and amortization                   |         |        | 30,374 |        |      |        | 28,878 |        |   |        | 21,265 |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Real estate and personal property taxes, insurance and ground
	rent |         |        | 10,714 |        |      |        | 10,444 |        |   |        | 8,413  |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | General and administrative                                          |         |        | 5,849  |        |      |        | 5,705  |        |   |        | 3,745  |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Expenses related to hotel operations                                |         |        | 5,421  |        |      |        |       |        |   |        |       |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Interest expense                                                    |         |        | 24,291 |        |      |        | 20,610 |        |   |        | 13,905 |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Amortization of deferred financing costs                            |         |        | 1,242  |        |      |        | 798    |        |   |        | 593    |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Gain on property insurance recovery                                 |         |        | (407   | )      |      |        |       |        |   |        |       |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     | Unrealized loss on carrying value of assets held for sale           |         |        | 7,000  |        |      |        |       |        |   |        |       |       
|                                                                                                                                     |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                     |                                                                     |         | 84,484 |        |        |      | 66,435 |        |        |   | 47,921 |       
|                                                                                                                                     |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Equity in income of unconsolidated joint ventures                                                                                    |                                                                     |         | 68     |        |        |      | 23     |        |        |   |       |       
|                                                                                                                                     |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Income before minority interests and extraordinary item                                                                              |                                                                     |         | 9,335  |        |        |      | 19,747 |        |        |   | 22,201 |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|Minority interest in joint ventures                                                                                                  |                                                                     |         | (534   | )      |        |      | (399   | )      |        |   | (461   | )     
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|Minority interest in operating partnership                                                                                           |                                                                     |         | (385   | )      |        |      | (1,226 | )      |        |   | (1,598 | )     
|                                                                                                                                     |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Income before extraordinary item                                                                                                     |                                                                     |         | 8,416  |        |        |      | 18,122 |        |        |   | 20,142 |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|Extraordinary item  loss on early extinguishments of
	debt, net of minority interest of $59 in 2000 and $110 in 1998,
	respectively |                                                                     |         | (686   | )      |        |      |       |        |        |   | (1,138 | )     
|                                                                                                                                     |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Net income applicable to common shares                                                                                               |                                                                     | $       | 7,730  |        |        | $    | 18,122 |        |        | $ | 19,004 |       
|                                                                                                                                     |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|Earnings per share before extraordinary item:                                                                                        |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     |                                                                     | Basic   |        | $      | .49    |      |        | $      | 1.06   |   |        | $      | 1.32   | 
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     |                                                                     | Diluted |        | $      | .49    |      |        | $      | 1.06   |   |        | $      | 1.32   | 
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|Earnings per share:                                                                                                                  |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     |                                                                     | Basic   |        | $      | .45    |      |        | $      | 1.06   |   |        | $      | 1.25   | 
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     |                                                                     | Diluted |        | $      | .45    |      |        | $      | 1.06   |   |        | $      | 1.25   | 
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|Weighted average number of common shares outstanding:                                                                                |                                                                     |         |        |        |        |      |        |        |        |   |        |       
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     |                                                                     | Basic   |        |        | 17,137 |      |        |        | 17,063 |   |        |        | 15,252 | 
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                    
|                                                                                                                                     |                                                                     | Diluted |        |        | 17,305 |      |        |        | 17,127 |   |        |        | 15,252 | 

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, 2000, 1999, AND 1998

(dollar amounts in thousands)

|                             |                                                               |        |            |            |   |               |         |              |   |       |         |         |   |   |        |        |   |   |         |         |  
|---------------------------- | ------------------------------------------------------------- | ------ | ---------- | ---------- | - | ------------- | ------- | ------------ | - | ----- | ------- | ------- | - | - | ------ | ------ | - | - | ------- | ------- | -
|                             |                                                               |        |            | Additional |   | Distributions |         |              |   |      
|                             |                                                               | Common |            | Paid-In    |   | In Excess of  |         | Unearned     |   |      
|                             |                                                               | Shares |            | Capital    |   | Income        |         | Compensation |   | Total
|                             |                                                               |        |            |            |   |               |         |              |   |      
|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                         |        |            |           |   |               |         |             |   |       |         |        |   |   |        | 52     |   |   |         | 352     |  
|                            
|                            
|                            
|                            
|                             | Net income                                                    |        |            |           |   |               |         |             |   |       |         | 18,122  |   |   |        |       |   |   |         | 18,122  |  
|                             |                                                               |        |            |            |   |               |         |              |   |       |         |         |   |   |        |        |   |   |         |        
|Balance at December 31, 1999 |                                                               |        | 17,106,242 |            |   |               | 310,396 |              |   |       | (35,434 | )       |   |   | (1,232 | )      |   | $ | 273,730 |        
|                            
|                            
|                            
|                            
|                             | Issuance of common shares, net of offering expenses of $31    |        |            | 40,696     |   |               |         | 1,097        |   |       |         |        |   |   |        | (865   | ) |   |         | 232     |  
|                            
|                            
|                            
|                            
|                             | Dividends declared  $1.67 per common share                   |        |            |           |   |               |         |             |   |       |         | (28,889 | ) |   |        |       |   |   |         | (28,889 | )
|                            
|                            
|                            
|                            
|                             | Amortization of unearned compensation                         |        |            |           |   |               |         |             |   |       |         |        |   |   |        | 463    |   |   |         | 463     |  
|                            
|                            
|                            
|                            
|                             | Net income                                                    |        |            |            |   |               |         |              |   |       |         | 7,730   |   |   |        |       |   |   |         | 7,730   |  
|                             |                                                               |        |            |            |   |               |         |              |   |       |         |         |   |   |        |        |   |   |         |        
|Balance at December 31, 2000 |                                                               |        | 17,146,938 |            |   | $             | 311,493 |              |   | $     | (56,593 | )       |   | $ | (1,634 | )      |   | $ | 253,266 |        
|                             |                                                               |        |            |            |   |               |         |              |   |       |         |         |   |   |        |        |   |   |         |        

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, 2000, 1999 AND 1998

(amounts in thousands)

|                                               |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |          |          |        |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ------------------------------------- | -------- | ------- | ------ | ------ | ------- | ------- | ------ | ----- | -------- | -------- | ------ | -
|                                               |                                                                                                               | 2000                                                               |                                       | 1999     |         | 1998  
|                                               |                                                                                                               |                                                                    |                                       |          |         |       
|Cash flows from operating activities:          |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|                                              
|                                              
|                                              
|                                              
|                                               | Net income                                                                                                    |                                                                    | $                                     | 7,730    |         |        | $      | 18,122  |         |        | $     | 19,004   |         
|                                               | Adjustments to reconcile net income to net cash flow provided by
	operating activities                       |                                                                    |                                       |          |         |        |        |         |         |        |       |          |         
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               | Extraordinary item  noncash loss on early
	extinguishment of debt |                                       |          | 686     |        |        |         |        |        |       |          | 1,138    |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               | Gain on property insurance recovery                                |                                       |          | (407    | )      |        |         |        |        |       |          |         |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               | Unrealized loss on carrying value of assets held for sale          |                                       |          | 7,000   |        |        |         |        |        |       |          |         |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               | Depreciation and amortization                                      |                                       |          | 31,616  |        |        |         | 29,676  |        |       |          | 21,858   |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               | Amortization of unearned compensation                              |                                       |          | 463     |        |        |         | 352     |        |       |          |         |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               | Equity in income of unconsolidated joint ventures                  |                                       |          | (68     | )      |        |         | (23     | )      |       |          |         |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               | Minority interests                                                 |                                       |          | 919     |        |        |         | 1,625   |        |       |          | 2,059    |       
|                                               |                                                                                                               | Changes in assets and liabilities                                 |                                       |          |         |        |        |         |         |        |       |          |          |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               |                                                                    | Rent receivable                       |          |         | (574   | )      |         |         | 585    |       |          |          | (2,589 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               |                                                                    | Other assets                          |          |         | (1,439 | )      |         |         | 557    |       |          |          | 370    |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               |                                                                    | Restricted cash                       |          |         | (3,462 | )      |         |         | 758    |       |          |          | (4,330 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               |                                                                    | Accounts payable and accrued expenses |          |         | 734    |        |         |         | 2,278  |       |          |          | 837    |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                                               |                                                                    | Due to lessees                        |          |         | 202    |        |         |         | (2,135 | )     |          |          | 1,613  |  
|                                               |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|                                               |                                                                                                               | Net cash flow provided by operating activities                     |                                       |          | 43,400  |        |        |         | 51,795  |        |       |          | 39,960   |       
|                                               |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|Cash flows from investing activities:          |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|                                              
|                                              
|                                              
|                                              
|                                               | Acquisitions of hotel properties, net of joint venture partner
	contribution                                  |                                                                    |                                       |         |         |        |        |        |         |        |       | (76,288  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | 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 ventures                                                                   |                                                                    |                                       | (6,270   | )       |        |        | (4,346  | )       |        |       |         |         
|                                              
|                                              
|                                              
|                                              
|                                               | Improvements and additions to hotel properties, net                                                           |                                                                    |                                       | (18,431  | )       |        |        | (22,134 | )       |        |       | (32,492  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Net proceeds from property insurance recovery                                                                 |                                                                    |                                       | 1,186    |         |        |        |        |         |        |       |         |         
|                                               |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|                                               |                                                                                                               | Net cash flow used for investing activities                        |                                       |          | (23,515 | )      |        |         | (26,480 | )      |       |          | (299,784 | )     
|                                               |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|Cash flows from financing activities:          |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|                                              
|                                              
|                                              
|                                              
|                                               | Payments of dividends and distributions                                                                       |                                                                    |                                       | (32,954  | )       |        |        | (34,606 | )       |        |       | (29,388  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Borrowings against credit facility                                                                            |                                                                    |                                       | 29,500   |         |        |        | 8,000   |         |        |       | 161,000  |         
|                                              
|                                              
|                                              
|                                              
|                                               | Repayment of borrowings against credit facility                                                               |                                                                    |                                       | (119,000 | )       |        |        | (45,000 | )       |        |       | (96,750  | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Term note borrowings                                                                                          |                                                                    |                                       | 108,000  |         |        |        | 45,000  |         |        |       | 130,000  |         
|                                              
|                                              
|                                              
|                                              
|                                               | Repayment of term note                                                                                        |                                                                    |                                       | (1,060   | )       |        |        |        |         |        |       |         |         
|                                              
|                                              
|                                              
|                                              
|                                               | Payment of deferred financing costs                                                                           |                                                                    |                                       | (4,588   | )       |        |        | (1,360  | )       |        |       | (2,975   | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Net proceeds from issuance of common shares                                                                   |                                                                    |                                       | 232      |         |        |        | 800     |         |        |       | 104,579  |         
|                                              
|                                              
|                                              
|                                              
|                                               | Proceeds from issuance of share warrant                                                                       |                                                                    |                                       |         |         |        |        | 500     |         |        |       |         |         
|                                              
|                                              
|                                              
|                                              
|                                               | Distributions to joint venture minority interest partners, net                                                |                                                                    |                                       | (217     | )       |        |        | (323    | )       |        |       | (57      | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Distributions received from unconsolidated joint ventures                                                     |                                                                    |                                       | 406      |         |        |        |        |         |        |       |         |         
|                                              
|                                              
|                                              
|                                              
|                                               | Cash payments for redemption of certain limited partnership
	interests                                        |                                                                    |                                       |         |         |        |        |        |         |        |       | (967     | )       
|                                              
|                                              
|                                              
|                                              
|                                               | Cash payment for common share purchases                                                                       |                                                                    |                                       |         |         |        |        |        |         |        |       | (1,830   | )       
|                                               |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|                                               |                                                                                                               | Net cash flow (used for) provided by financing activities          |                                       |          | (19,681 | )      |        |         | (26,987 | )      |       |          | 263,612  |       
|                                               |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|Net change in cash and cash equivalents        |                                                                                                               | $                                                                  | 204                                   |          |         | $      | (1,672 | )       |         | $      | 3,788 |         
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents, beginning of period |                                                                                                               |                                                                    | 3,971                                 |          |         |        | 5,643  |         |         |        | 1,855 |         
|                                               |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         
|Cash and cash equivalents, end of period       |                                                                                                               | $                                                                  | 4,175                                 |          |         | $      | 3,971  |         |         | $      | 5,643 |         
|                                               |                                                                                                               |                                                                    |                                       |          |         |        |        |         |         |        |       |         

The accompanying notes to consolidated financial statements



F-6



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##### Table of Contents



BOYKIN LODGING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999


(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. As of
December 31, 2000, Boykin owned interests in 33 hotels
containing a total of 9,236 guestrooms located in nineteen
states.

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.
As of December 31, 2000, Boykin Management Company Limited
Liability Company (BMC) and certain of its
subsidiaries leased and/or managed 28 of the 33 hotels
in which Boykin has ownership interests. Since a significant
portion of Boykins revenue is received from BMC and its
subsidiaries, the financial statements and footnotes of BMC and
its subsidiaries, contained within this Form 10-K should be
read in conjunction with Boykins financial statements and
footnotes.

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 BMC. BMC is
owned by Robert W. Boykin, Chairman, 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.

Since the IPO, Boykin has acquired 25 hotels by raising capital
through a combination of common share issuances, various debt
financings, capital from strategic joint venture partners and
cash flow generated from operations. In 1998, Boykin raised net
proceeds of approximately $106.3 million in a follow-on
public equity offering of 4.5 million common shares. In the
same year, Boykin acquired Red Lion Inns Operating L.P.
(OLP), which owns a portfolio of ten
Doubletree-licensed hotels, through a merger with Red Lion Inns
Limited Partnership valued at $271.3 million. In the
transaction, Boykin issued 3.1 million common shares, paid
$35.3 million in cash to the Red Lion partners and assumed
liabilities of approximately $155.7 million.

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 | 

Effective February 1, 2000, Boykin 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 Boykin under a joint venture agreement with an
affiliate of Radisson Hotels Worldwide (Radisson)
and was leased to the Radisson affiliate. Under the terms of the
agreement with Radisson, the lease was terminated and Boykin
obtained a 100%

F-7



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

interest in the hotel. The hotel is managed by a wholly-owned
subsidiary of BMC pursuant to a 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.

Unconsolidated Joint Ventures

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, which has a
25% ownership interest in the joint venture, formed the joint
venture with AEW to take advantage of acquisition opportunities
in the lodging industry. In August 1999, the Boykin/ AEW venture
formed and acquired a 75% ownership interest in Boykin Chicago,
LLC, which purchased a hotel in downtown Chicago with a private
investor. In 2000, Boykin purchased the 25% ownership interest
in Boykin Chicago, LLC from the private investor for $6.3
million, thereby increasing Boykins total ownership
percentage in the hotel from 18.75% to 43.75%.

Because of the non-controlling nature of Boykins ownership
interests in these joint ventures, Boykin accounts for these
investments using the equity method. Refer to Note 9 for further
discussion of the Boykin/ AEW joint venture.

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 10 to 35 years for buildings and improvements and 3 to
20 years for furniture and equipment.

Investment in hotel properties as of December 31, 2000 and
1999 consists of the following:

|                                |  |      |         |      |  |   |         |  
|------------------------------- |  | ---- | ------- | ---- |  | - | ------- | -
|                                |  | 2000 |         | 1999
|                                |  |      |         |     
|Land                            |  | $    | 55,532  |      |  | $ | 55,532  |  
|                               
|                               
|                               
|                               
|Buildings and improvements      |  |      | 529,233 |      |  |   | 522,916 |  
|                               
|                               
|                               
|                               
|Furniture and equipment         |  |      | 69,654  |      |  |   | 65,710  |  
|                               
|                               
|                               
|                               
|Construction in progress        |  |      | 1,631   |      |  |   | 2,274   |  
|                                |  |      |         |      |  |   |         |  
|                                |  |      | 656,050 |      |  |   | 646,432 |  
|                               
|                               
|                               
|                               
|Less - Accumulated depreciation |  |      | (90,826 | )    |  |   | (61,557 | )
|                                |  |      |         |      |  |   |         |  
|                                |  | $    | 565,224 |      |  | $ | 584,875 |  
|                                |  |      |         |      |  |   |         |  

The thirty-three hotel properties owned by Boykin at
December 31, 2000 are located in nineteen states and are
subject to percentage leases as described in Note 11.

F-8



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

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. In 2000, Boykin recorded a $7,000 charge for an
unrealized loss on the asset carrying value of two Doubletree
hotels that Boykin held for sale at December 31, 2000.
Boykin does not believe that there are any factors or
circumstances indicating impairment of any other of its
investment in hotel properties.

As of December 31, 2000, Boykin had a total of four hotels
held for sale, including three Doubletrees in the State of
Washington and the Daytona Beach Radisson Resort. The carrying
values of these assets as of December 31, 2000 were as
follows:

|                                |  |   |         |  
|------------------------------- |  | - | ------- | -
|                               
|                               
|                               
|                               
|Land                            |  | $ | 5,556   |  
|                               
|                               
|                               
|                               
|Buildings and improvements      |  |   | 37,974  |  
|                               
|                               
|                               
|                               
|Furniture and equipment         |  |   | 5,235   |  
|                                |  |   |         |  
|                                |  |   | 48,765  |  
|                               
|                               
|                               
|                               
|Less - Accumulated depreciation |  |   | (12,976 | )
|                                |  |   |         |  
|                                |  | $ | 35,789  |  
|                                |  |   |         |  

Boykin sold the Daytona Beach Radisson Resort in January 2001
for $12,500 and will recognize a gain in the first quarter of
2001. Boykin anticipates that if a sale of the Doubletree hotels
were to occur, it will close later in 2001.

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.

Deferred Expenses

Included in deferred expenses at December 31, 2000 and 1999
are the following:

|                         |  |      |        |      |  |   |        |  
|------------------------ |  | ---- | ------ | ---- |  | - | ------ | -
|                         |  | 2000 |        | 1999
|                         |  |      |        |     
|Financing costs          |  | $    | 6,938  |      |  | $ | 4,335  |  
|                        
|                        
|                        
|                        
|Franchise fees           |  |      | 652    |      |  |   | 652    |  
|                         |  |      |        |      |  |   |        |  
|                         |  |      | 7,590  |      |  |   | 4,987  |  
|                        
|                        
|                        
|                        
|Accumulated amortization |  |      | (1,390 | )    |  |   | (1,327 | )
|                         |  |      |        |      |  |   |        |  
|                         |  | $    | 6,200  |      |  | $ | 3,660  |  
|                         |  |      |        |      |  |   |        |  

Deferred financing costs are being amortized over the terms of
the related debt agreements. Accumulated amortization at
December 31, 2000 and 1999 was $1,163 and $1,161,
respectively.

Deferred franchise fees are being amortized on a straight-line
basis over the terms of related franchise agreements.
Accumulated amortization at December 31, 2000 and 1999 was
$227 and $166, respectively.

Restricted Cash

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

F-9



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

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 and on an interim basis in
accordance with the Securities and Exchange Commission
(SEC) Staff Accounting Bulletin (SAB)
No. 101 Revenue Recognition in Financial
Statements. Under the provisions of SAB 101, which
Boykin adopted in the fourth quarter of 2000, a portion of
Boykins percentage lease revenues, which historically were
recognized in the first, second, and third quarters, are
deferred and recognized in the fourth quarter. The adoption of
SAB 101 impacts the interim reporting of revenues related
to Boykins leases, but has no impact on its interim cash
flow or year-end results of operations. Boykin restated its 2000
quarterly results to conform with SAB 101 (Note 18).

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 purposes primarily due to the
differences in the estimated useful lives and methods used to
compute depreciation. For federal income tax purposes, dividends
to shareholders applicable to 2000, 1999 and 1998 operating
results represented the following allocations of ordinary
taxable income and return of capital:

|     |  |                 |       |                   |  |       |      |   |  |  |     |  
|---- |  | --------------- | ----- | ----------------- |  | ----- | ---- | - |  |  | --- | -
|Year |  | Ordinary Income |       | Return of Capital |  | Total
|     |  |                 |       |                   |  |      
|2000 |  |                 | 75.6  | %                 |  |       | 24.4 | % |  |  | 100 | %
|1999 |  |                 | 77.9  | %                 |  |       | 22.1 | % |  |  | 100 | %
|1998 |  |                 | 100.0 | %                 |  |       | 0.0  | % |  |  | 100 | %

Earnings Per Share

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

F-10



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

Boykins basic and diluted earnings per share for the years
ended 2000, 1999 and 1998 are as follows:

|         |                                  |            |   |      |     |      |   |      |      |  |   |      |      | 
|-------- | -------------------------------- | ---------- | - | ---- | --- | ---- | - | ---- | ---- |  | - | ---- | ---- | 
|         |                                  | 2000       |   | 1999 |     | 1998
|         |                                  |            |   |      |     |     
|Basic:   |                                  |            |   |      |     |      |   |      |      |  |   |     
|        
|        
|        
|        
|         | Income before extraordinary item |            | $ | .49  |     |      | $ | 1.06 |      |  | $ | 1.32 |     
|        
|        
|        
|        
|         | Extraordinary item               |            |   | (.04 | )   |      |   |     |      |  |   | (.07 | )   
|         |                                  |            |   |      |     |      |   |      |      |  |   |     
|         |                                  | Net income |   | $    | .45 |      |   | $    | 1.06 |  |   | $    | 1.25 | 
|         |                                  |            |   |      |     |      |   |      |      |  |   |     
|Diluted: |                                  |            |   |      |     |      |   |      |      |  |   |     
|        
|        
|        
|        
|         | Income before extraordinary item |            | $ | .49  |     |      | $ | 1.06 |      |  | $ | 1.32 |     
|        
|        
|        
|        
|         | Extraordinary item               |            |   | (.04 | )   |      |   |     |      |  |   | (.07 | )   
|         |                                  |            |   |      |     |      |   |      |      |  |   |     
|         |                                  | Net income |   | $    | .45 |      |   | $    | 1.06 |  |   | $    | 1.25 | 
|         |                                  |            |   |      |     |      |   |      |      |  |   |     

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 17,137,000, 17,063,000, and 15,252,000
for the years ended December 31, 2000, 1999 and 1998. For
2000 and 1999, diluted per share amounts reflect incremental
common shares outstanding of 168,000 and 64,000 related to
unexercised share options and unvested restricted share grants
as of December 31, 2000 and 1999, 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, 2000 and 1999, 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, 2000, 1999 and 1998 were
1,291,000, 1,291,000, and 1,297,000 respectively. The weighted
average number of diluted common shares and limited partnership
units for the periods ended December 31, 2000, 1999 and
1998 were 18,596,000, 18,418,000 and 16,549,000, 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, the term notes payable and interest rate protection
instruments.

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), and the $45,000 term note payable
(Note 6) bear interest at variable market rates, carrying
value approximates market value at December 31, 2000.

At December 31, 2000, 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.

In July 2000, Boykin entered into an interest rate
protection agreement, which was purchased in order to cap a
portion of Boykins floating rate debt at an overall
interest rate of no more than 10.25%. As of December 31,
2000, the estimated fair value of the interest rate cap was $66.
Effective January 1, 2001, Boykin will adopt the provisions
of SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133
requires companies to carry all derivative instruments,
including certain embedded derivatives, in the statement of
financial condition at fair value. The accounting for changes in
the fair value of a derivative instrument depends

F-11



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

on whether it has been designated and qualifies as part of a
hedging relationship and, if so, on the reason for holding it.
This is typically accomplished using an interest rate swap or
cap. For financial reporting purposes, the change in market
value of the effective portion of the hedge flows through the
other comprehensive income component of equity. All other
changes will flow through earnings.

The impact of adopting SFAS No. 133 in January 2001
will cause Boykin to record an unrealized loss of $405 related
to its existing interest rate cap, which will be reflected as a
cumulative effect of a change in accounting principle in
Boykins results of operations in the first quarter of
2001. Adoption of the standard will also result in Boykin
recognizing $66 of derivative instrument assets. In general, the
amount of volatility will vary with the changes in market
interest rates and the level of derivative activities during any
period.

In March 2001, Boykin entered into an interest rate swap,
which fixes the overall interest rate at 7.32% on $83,000 of
Boykins $108,000 term note until July 2003. The swap
was purchased at no cost to Boykin and changes in the fair
market value of the swap will flow through the other
comprehensive income component of equity.

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.  Hotel Transactions:

The following table summarizes Boykins hotel transactions
in 2000, 1999 and 1998:

|                              |  |                 |  |                  |                |           |  |            |       |             |  |        |         |  |  |  |        |  |  |         
|----------------------------- |  | --------------- |  | ---------------- | -------------- | --------- |  | ---------- | ----- | ----------- |  | ------ | ------- |  |  |  | ------ |  |  | --------
|                              |  |                 |  |                  |                |           |  |            |       | Percentage  |  |       
|                              |  |                 |  | Acquisition/     |                | Number of |  | Purchase/  |       | owned by    |  |       
|Hotel                         |  | Location        |  | Disposition Date |                | Rooms     |  | Sale Price |       | Partnership |  | Lessee
|                              |  |                 |  |                  |                |           |  |            |       |             |  |       
|Property Exchange:            |  |                 |  |                  |                |           |  |            |       |             |  |        |         |  |  |  |        |  |  |         
|                             
|                             
|                             
|                             
|Acquisitions:                 |  |                 |  |                  |                |           |  |            |       |             |  |        |         |  |  |  |        |  |  |         
|                             
|                             
|                             
|                             
|Doubletree Hotel San Antonio  |  | San Antonio, TX |  |                  | September 2000 |           |  |            | 290   |             |  |        | N/A     |  |  |  | 100%   |  |  | BMC     
|                             
|                             
|                             
|                             
|Doubletree Hotel Guest Suites |  | Southfield, MI  |  |                  | September 2000 |           |  |            | 239   |             |  |        | N/A     |  |  |  | 100%   |  |  | BMC     
|                             
|                             
|                             
|                             
|Disposition:                  |  |                 |  |                  |                |           |  |            |       |             |  |        |         |  |  |  |        |  |  |         
|                             
|                             
|                             
|                             
|Cleveland Marriott East       |  | Cleveland, OH   |  |                  | September 2000 |           |  |            | 403   |             |  |        | N/A     |  |  |  | 100%   |  |  | BMC     
|                             
|                             
|                             
|                             
|Acquisitions:                 |  |                 |  |                  |                |           |  |            |       |             |  |        |         |  |  |  |        |  |  |         
|                             
|                             
|                             
|                             
|Executive Plaza Hotel         |  | Chicago, IL     |  |                  | August 1999    |           |  |            | 421   |             |  | $      | 48,000  |  |  |  | 43.75% |  |  | 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     

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.

Effective February 1, 2000, Boykin took over the operations
of the Radisson Hotel Mt. Laurel under REIT tax regulations
related to foreclosure properties and the property is now
operated by Boykin pursuant to a

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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

management contract with a wholly-owned subsidiary of BMC. As a
result, the operations of this hotel are recorded in
Boykins consolidated statement of income.

In September 2000, Boykin transferred ownership of its
Cleveland Marriott East in Beachwood, Ohio, to Hilton Hotels
Corporation (Hilton). In exchange, Boykin obtained
from Hilton a 239-suite Doubletree Guest Suites hotel in
Southfield, Michigan and a 290-room Doubletree hotel in San
Antonio, Texas. The transaction was accounted for as a like-kind
exchange of similar assets with the net book value of the
Beachwood hotel being carried forward and allocated as the cost
basis of the Southfield and San Antonio hotels with no gain or
loss recognized. These properties are leased to and managed by
BMC under long-term percentage lease agreements.

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:

In July 2000, Boykin entered into a new secured credit
facility with a group of banks which enables Boykin to borrow up
to $100,000, subject to borrowing base and loan-to-value
limitations, at a rate that fluctuates at LIBOR plus 2.25% to
2.75%, (9.2% as of December 31, 2000), as defined. Boykin
is required to pay a .25% fee on the unused portion of the
credit facility. The facility expires on July 11, 2003 and
contains a one-year extension option. The credit facility is
secured by eight hotel properties. The new facility replaced
Boykins previous $175,000 credit facility. Outstanding
borrowings against each respective credit facility at
December 31, 2000 and December 31, 1999 were $29,500
and $119,000, respectively.

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. Further, 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, 2000 and December 31, 1999.

6.  Term Notes Payable:

OLP has a $130,000 term loan agreement that expires in
June 2023 and may be prepaid without penalty 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 required interest-only payments until
June 2000, with principal repayments that commenced
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, 2000 and 1999.

Boykin has 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 at LIBOR
plus 2% (8.6% at December 31, 2000). 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

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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

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, 2000
and 1999.

In July 2000, Boykin Holding, LLC (BHC), a
wholly-owned subsidiary of the Partnership, entered into a
$108,000 term loan agreement. The loan matures in July 2003
and contains two one-year extension options. The loan is secured
by nine hotel properties and bears interest at a rate that
fluctuates at LIBOR plus 2.35% (9.2% at December 31, 2000).
BHC also purchased interest rate protection to cap the overall
loan interest rate at no more than 10.25%. Proceeds from the
loan were used to pay down Boykins credit facility, fund
escrows, new loan costs, and for general corporate purposes.
Under covenants in the loan agreement, assets of BHC are not
available to pay the creditors of any other Boykin entity,
except to the extent of permitted cash distributions from BHC to
Boykin. Likewise, the assets of other entities are not available
to pay the creditors of BHC. The loan agreement also requires
BHC to hold funds in escrow for the payment of capital
expenditures, insurance and real estate taxes and requires BHC
to maintain certain financial covenants.

Maturities of long-term debt at December 31, 2000 are as
follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|                   
|                   
|                   
|                   
|2001                |  | $ | 1,969   | 
|                   
|                   
|                   
|                   
|2002                |  |   | 47,111  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 110,264 | 
|                   
|                   
|                   
|                   
|2004                |  |   | 2,402   | 
|                   
|                   
|                   
|                   
|2005                |  |   | 2,601   | 
|                   
|                   
|                   
|                   
|2006 and thereafter |  |   | 117,593 | 
|                    |  |   |         | 
|                    |  | $ | 281,940 | 
|                    |  |   |         | 

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.

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, 2000
and 1999.

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

F-14



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

number of common shares currently issuable to the limited
partners upon exercise of the exchange rights is 1,291,000. 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, the Partnership purchased 40,976 of its outstanding
limited partnership units for aggregate cash consideration of
$967. The excess of the aggregate purchase price paid over the
capital account balances of the units purchased was $562 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 has contributed
$13,039 of equity capital for the joint venture. Boykin has
contributed $4,346, has served as the operating partner of the
joint venture in which Boykin receives compensation from the
joint venture, and has the right to receive incentive returns
based on the performance of acquired assets. Because of the
non-controlling nature of its ownership interest in the joint
venture, Boykin accounts for its investment utilizing the equity
method.

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 expires February 1,
2002. If issued, the preferred shares would be convertible into
common shares at $16.48 per common share and would have a
minimum cumulative annual dividend equivalent to $1.88 per
common share. As of December 31, 2000 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 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 proceeds from a $30,000
secured mortgage note with the remainder in cash from the
partners. In September 2000, Boykin purchased the 25%
interest in Boykin Chicago, LLC from the private investor for
$6,270, thereby increasing Boykins total ownership
interest in the hotel from 18.75% to 43.75%. A subsidiary of BMC
leases the property pursuant to a long-term percentage lease
agreement.

10.  Extraordinary Items:

In connection with obtaining the new $100,000 secured credit
facility (Note 5) and the $108,000 secured term loan
(Note 6), Boykin wrote off existing deferred financing
costs under the previous $175,000 credit facility totaling $686.
These charges, net of $59 of minority interest, were reflected
as an extraordinary item in the accompanying consolidated
statement of income for the year ended December 31, 2000.

In June 1998, in connection with obtaining a previous
unsecured credit facility, 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.

11.  Percentage Lease Agreements:

The percentage leases have noncancelable remaining terms ranging
from less than one year to eight 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

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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

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 $85,854,
$85,302 and $69,747, respectively, for the years ended
December 31, 2000, 1999 and 1998, of which approximately
$24,882, $24,371 and $18,746, 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 2001
to 2005 and in total thereafter are as follows:

|                    |  |         |         |         |  |        |        |  |  |   |         | 
|------------------- |  | ------- | ------- | ------- |  | ------ | ------ |  |  | - | ------- | 
|                    |  | Related |         |         |  |       
|                    |  | Party   |         | Other   |  |       
|                    |  | Lessees |         | Lessees |  | Totals
|                    |  |         |         |         |  |       
|2001                |  | $       | 45,257  |         |  | $      | 10,539 |  |  | $ | 55,796  | 
|                   
|                   
|                   
|                   
|2002                |  |         | 40,698  |         |  |        | 9,029  |  |  |   | 49,727  | 
|                   
|                   
|                   
|                   
|2003                |  |         | 14,619  |         |  |        | 7,095  |  |  |   | 21,714  | 
|                   
|                   
|                   
|                   
|2004                |  |         | 11,775  |         |  |        | 7,095  |  |  |   | 18,870  | 
|                   
|                   
|                   
|                   
|2005                |  |         | 10,065  |         |  |        | 7,095  |  |  |   | 17,160  | 
|                   
|                   
|                   
|                   
|2006 and thereafter |  |         | 7,855   |         |  |        | 13,700 |  |  |   | 21,555  | 
|                    |  |         |         |         |  |        |        |  |  |   |         | 
|                    |  | $       | 130,269 |         |  | $      | 54,553 |  |  | $ | 184,822 | 
|                    |  |         |         |         |  |        |        |  |  |   |         | 

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.

Share Option Plan

The table below summarizes information related to share option
grant and exercise activity in 2000, 1999 and 1998. In addition,
654,528 share options were cancelled in 2000.

|     |  |                    |         |                       |  |                  |        |           |  |                 |      |  |  |  |       |  |  |   |    | 
|---- |  | ------------------ | ------- | --------------------- |  | ---------------- | ------ | --------- |  | --------------- | ---- |  |  |  | ----- |  |  | - | -- | 
|     |  |                    |         |                       |  |                  |        |          
|     |  | Options Granted to |         |                       |  |                  |        |          
|     |  |                    |         | Weighted Average Fair |  |                  |        |          
|     |  | Officers and       |         | Non-employee          |  | Value of Options |        | Options   |  | Exercised Price
|Year |  | Employees          |         | Directors             |  | Granted          |        | Exercised |  | Per Share      
|     |  |                    |         |                       |  |                  |        |           |  |                
|2000 |  |                    | 143,000 |                       |  |                  | 6,000  |           |  | $               | 0.88 |  |  |  |      |  |  |   |   | 
|    
|    
|    
|    
|1999 |  |                    | 20,000  |                       |  |                  |       |           |  | $               | 1.38 |  |  |  |      |  |  |   |   | 
|    
|    
|    
|    
|1998 |  |                    | 340,483 |                       |  |                  | 30,000 |           |  | $               | 2.10 |  |  |  | 5,000 |  |  | $ | 20 | 

As of December 31, 2000 and 1999, 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    
|     |  |               |         |                     |  |                  |       |             |  |          
|2000 |  |               | 419,139 |                     |  | $                | 15.05 |             |  |           | 7.8 years |  |  |  | 251,806 |  |  | $ | 17.09 | 
|    
|    
|    
|    
|1999 |  |               | 924,667 |                     |  | $                | 20.23 |             |  |           | 7.6 years |  |  |  | 735,778 |  |  | $ | 19.93 | 

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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

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        |  | Year Ended       
|                    |         | December 31, 2000 |       | December 31, 1999 |  | December 31, 1998
|                    |         |                   |       |                   |  |                  
|                    |         | As                |       | Pro               |  | As                |       | Pro   |  | As       |        | Pro  
|                    |         | Reported          |       | Forma             |  | Reported          |       | Forma |  | Reported |        | Forma
|                    |         |                   |       |                   |  |                   |       |       |  |          |        |      
|Net income          |         | $                 | 7,730 |                   |  | $                 | 7,489 |       |  | $        | 18,122 |       |  | $ | 17,839 |      |  | $ | 19,004 |      |  | $ | 18,056 |     
|                   
|                   
|                   
|                   
|Earnings per share: |         |                   |       |                   |  |                   |       |       |  |          |        |       |  |   |        |      |  |   |        |      |  |   |        |     
|                   
|                   
|                   
|                   
|                    | Basic   |                   | $     | .49               |  |                   | $     | .44   |  |          | $      | 1.06  |  |   | $      | 1.05 |  |   | $      | 1.25 |  |   | $      | 1.21 | 
|                   
|                   
|                   
|                   
|                    | Diluted |                   | $     | .45               |  |                   | $     | .43   |  |          | $      | 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:
|                        |  |                   
|                        |  | 2000               |           | 1999 |  | 1998
|                        |  |                    |           |      |  |     
|Dividend yield          |  |                    | 10.00%    |      |  |      | 10.00%    |  |  |  | 9.50%     | 
|                       
|                       
|                       
|                       
|Expected volatility     |  |                    | 29.19%    |      |  |      | 29.05%    |  |  |  | 19.03%    | 
|                       
|                       
|                       
|                       
|Risk-free interest rate |  |                    | 6.52%     |      |  |      | 6.18%     |  |  |  | 5.39%     | 
|                       
|                       
|                       
|                       
|Expected holding period |  |                    | 8.0 years |      |  |      | 8.0 years |  |  |  | 6.6 years | 

Restricted Share Grant Plan

The following table summarizes Boykins restricted share
grant activity related to its officers, eligible employees and
non-employee directors.

|                                                  |  |      |         |      |  |   |         | 
|------------------------------------------------- |  | ---- | ------- | ---- |  | - | ------- | 
|                                                  |  | 2000 |         | 1999
|                                                  |  |      |         |     
|Restricted shares outstanding  beginning of year |  |      | 113,343 |      |  |   |        | 
|                                                 
|                                                 
|                                                 
|                                                 
|New share grants                                  |  |      | 81,278  |      |  |   | 113,343 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Shares cancelled                                  |  |      | (9,450  | )    |  |   |        | 
|                                                 
|                                                 
|                                                 
|                                                 
|Shares vested                                     |  |      | (16,659 | )    |  |   |        | 
|                                                  |  |      |         |      |  |   |         | 
|Restricted shares outstanding- end of year        |  | $    | 168,512 |      |  | $ | 113,343 | 
|                                                  |  |      |         |      |  |   |         | 

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 years ended December 31, 2000 and 1999, Boykins
compensation expense related to these restricted shares was $463
and $352, respectively. As of December 31, 2000, the
unearned compensation related to restricted share grants was
$1,634 and has been classified as a component of
shareholders equity in the accompanying balance sheet.
Subsequent to year end, an additional 51,750 restricted share
grants were issued to officers and employees.

F-17



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

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, 2000, 1999 and 1998
totaled $261, $251 and $140, 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.

Three of the hotels owned by Boykin 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, 2000, 1999 and 1998 was $1,194, $1,066 and
$832, respectively.

Boykins joint venture partner in Shawan Road Hotel Limited
Partnership has the right, subject to certain performance
criteria, to sell one-half of its 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,
2000, Boykins joint venture partner did not have the right
to exercise this right.

15.  Related Party Transactions:

The Chairman 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, 2000, 1999 and 1998. At
December 31, 2000 and 1999, Boykin had rent receivable of
$4,632 and $4,280, respectively, due from related party lessees.

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 BMC, as well as expenses reimbursed to BMC,
for the years ended December 31, 2000, 1999 and 1998:

|     |  |        |     |            |  |            |     |               |  |       |     |  |  |   |     |  |  |   |       | 
|---- |  | ------ | --- | ---------- |  | ---------- | --- | ------------- |  | ----- | --- |  |  | - | --- |  |  | - | ----- | 
|     |  |        |     |            |  | Project    |     | Expense       |  |      
|Year |  | Design |     | Purchasing |  | Management |     | Reimbursement |  | Total
|     |  |        |     |            |  |            |     |               |  |      
|2000 |  | $      | 562 |            |  | $          | 261 |               |  | $     | 156 |  |  | $ | 103 |  |  | $ | 1,082 | 
|    
|    
|    
|    
|1999 |  | $      | 450 |            |  | $          | 283 |               |  | $     | 138 |  |  | $ | 104 |  |  | $ | 975   | 
|    
|    
|    
|    
|1998 |  | $      | 290 |            |  | $          | 285 |               |  |       |    |  |  | $ | 97  |  |  | $ | 672   | 

At December 31, 2000 and 1999, Boykin had a payable to
related party lessees of $2,056 and $796, respectively,
primarily for the reimbursement of capital expenditure costs
incurred on behalf of Boykin.

Effective February 1, 2000, Jersey Boy LLC, a wholly
owned subsidiary of BMC, (JerseyBoy) manages the
Radisson Hotel Mt. Laurel pursuant to a management
agreement. Boykin paid JerseyBoy management fees of $202 in 2000.

16.  Statements of Cash Flows, Supplemental
Disclosures:

As of December 31, 2000, 1999 and 1998, $6,791, $8,700 and
$8,618, respectively, of dividends and partnership distributions
were declared but were not paid until the following quarter.
Interest paid during the years ended December 31, 2000,
1999, and 1998 was $22,992, $20,521 and $12,763, respectively.

F-18



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

As discussed in Note 3, in 2000, Boykin transferred
ownership of its Cleveland Marriott East hotel in Cleveland,
Ohio to Hilton in exchange for Hiltons Doubletree Guest
Suites hotel in Southfield, Michigan and their Doubletree hotel
in San Antonio, Texas. In 1998, Boykin issued 3,109,606 common
shares, valued at $80,333, as partial consideration for the
acquisition of OLP.

17.  Pro Forma Financial Information
(Unaudited):

There are no pro forma adjustments to Boykins actual
results for 2000 and 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;                         

|                                                                    |         |           |        |      | 
|------------------------------------------------------------------- | ------- | --------- | ------ | ---- | 
|                                                                    |         | 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 | 

18.  Quarterly Operating Results (Unaudited):

Boykins unaudited consolidated quarterly operating data
for the years ended December 31, 2000 and 1999 follows. The
2000 quarterly data has been restated to conform with SAB 101.
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.

F-19



---



##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued

|                                                      |                                    |                                           |        |          |        |               |        |              |        |   |        |  |        |   |        |  |        | 
|----------------------------------------------------- | ---------------------------------- | ----------------------------------------- | ------ | -------- | ------ | ------------- | ------ | ------------ | ------ | - | ------ |  | ------ | - | ------ |  | ------ | 
|                                                      |                                    |                                          
|                                                      |                                    | For the 2000 Quarter Ended (Post SAB 101)
|                                                      |                                    |                                          
|                                                      |                                    | Restated                                  |        | Restated |        | Restated      |        |             
|                                                      |                                    | March 31,                                 |        | June 30, |        | September 30, |        | December 31,
|                                                      |                                    |                                           |        |          |        |               |        |             
|Total revenues                                        |                                    | $                                         | 17,838 |          |        | $             | 19,175 |              |        | $ | 24,120 |  |        | $ | 32,618 | 
|                                                     
|                                                     
|                                                     
|                                                     
|Income (loss) before extraordinary item               |                                    |                                           | (697   | )        |        |               | 238    |              |        |   | 3,825  |  |        |   | 5,050  | 
|                                                     
|                                                     
|                                                     
|                                                     
|Net income (loss)                                     |                                    |                                           | (697   | )        |        |               | 238    |              |        |   | 3,139  |  |        |   | 5,050  | 
|                                                     
|                                                     
|                                                     
|                                                     
|Earnings per share:                                   |                                    |                                           |        |          |        |               |        |              |        |   |        |  |        |   |        | 
|                                                      | Income before extraordinary item  |                                           |        |          |        |               |        |              |        |   |        |  |        |   |        |  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Basic                                     |        |          | (.04   | )             |        |              | .01    |   |        |  | .22    |   |        |  | .29    | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Diluted                                   |        |          | (.04   | )             |        |              | .01    |   |        |  | .22    |   |        |  | .29    | 
|                                                      | Net income                        |                                           |        |          |        |               |        |              |        |   |        |  |        |   |        |  |       
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Basic                                     |        |          | (.04   | )             |        |              | .01    |   |        |  | .18    |   |        |  | .29    | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Diluted                                   |        |          | (.04   | )             |        |              | .01    |   |        |  | .18    |   |        |  | .29    | 
|                                                     
|                                                     
|                                                     
|                                                     
|Weighted average number of common shares outstanding: |                                    |                                           |        |          |        |               |        |              |        |   |        |  |        |   |        | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Basic                                     |        |          | 17,128 |               |        |              | 17,135 |   |        |  | 17,139 |   |        |  | 17,145 | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                      |                                    | Diluted                                   |        |          | 17,290 |               |        |              | 17,318 |   |        |  | 17,316 |   |        |  | 17,313 | 

|                                                      |                                    |                                          |        |          |        |               |        |              |        |   |        |  |        |   |        |  |        | 
|----------------------------------------------------- | ---------------------------------- | ---------------------------------------- | ------ | -------- | ------ | ------------- | ------ | ------------ | ------ | - | ------ |  | ------ | - | ------ |  | ------ | 
|                                                      |                                    |                                         
|                                                      |                                    | For the 1999 Quarter Ended (Pre SAB 101)
|                                                      |                                    |                                         
|                                                      |                                    | March 31,                                |        | June 30, |        | September 30, |        | December 31,
|                                                      |                                    |                                          |        |          |        |               |        |             
|Total revenues                                        |                                    | $                                        | 19,462 |          |        | $             | 23,947 |              |        | $ | 24,843 |  |        | $ | 17,906 | 
|                                                     
|                                                     
|                                                     
|                                                     
|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-20



---



##### Table of Contents



BOYKIN LODGING COMPANY

SCHEDULE III  REAL ESTATE AND ACCUMULATED
DEPRECIATION

AS OF DECEMBER 31, 2000

(in thousands)

|                                                                |  |              |   |              |  |               |       |                   |  |              |        |  |  |   |    |   |  |   |        |  
|--------------------------------------------------------------- |  | ------------ | - | ------------ |  | ------------- | ----- | ----------------- |  | ------------ | ------ |  |  | - | -- | - |  | - | ------ | -
|                                                                |  |              |   |              |  |               |       |                  
|                                                                |  |              |   |              |  |               |       | Costs Capitalized
|                                                                |  |              |   |              |  | Subsequent to
|                                                                |  |              |   | Initial Cost |  | Acquisition  
|                                                                |  |              |   |              |  |              
|                                                                |  |              |   |              |  | Buildings and |       |                   |  | Building and
|Description                                                     |  | Encumbrances |   | Land         |  | Improvements  |       | Land              |  | Improvements
|                                                                |  |              |   |              |  |               |       |                   |  |             
|Corporate Offices
	Cleveland, Ohio                              |  | $            |  |              |  | $             |      |                   |  | $            |       |  |  | $ |   |   |  | $ | 35     |  
|                                                               
|                                                               
|                                                               
|                                                               
|Berkeley Marina Radisson
	Berkeley, California                  |  |              |  | (c)          |  |               |      |                   |  |              | 10,807 |  |  |   |   |   |  |   | 5,488  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Buffalo Marriott
	Buffalo, New York                             |  |              |  | (c)          |  |               | 1,164 |                   |  |              | 15,174 |  |  |   |   |   |  |   | 1,178  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Cleveland Airport Marriott
	Cleveland, Ohio                     |  |              |  | (c)          |  |               | 1,175 |                   |  |              | 11,441 |  |  |   |   |   |  |   | 7,831  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Columbus North Marriott
	Columbus, Ohio                         |  |              |  | (a)          |  |               | 1,635 |                   |  |              | 12,873 |  |  |   |   |   |  |   | 1,664  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Quality Suites
	Melbourne, Florida                    |  |              |  | (a)          |  |               | 3,092 |                   |  |              | 7,819  |  |  |   |   |   |  |   | 838    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Inn Sanibel Gateway
	Ft. Myers, Florida                |  |              |  | (c)          |  |               | 718   |                   |  |              | 2,686  |  |  |   |   |   |  |   | 535    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Hampton Inn
	Charlotte, North Carolina              |  |              |  | (c)          |  |               | 490   |                   |  |              | 4,131  |  |  |   |   |   |  |   | 677    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Holiday Inn
	Charlotte, North Carolina              |  |              |  | (c)          |  |               | 700   |                   |  |              | 4,435  |  |  |   |   |   |  |   | 977    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Crabtree
	Raleigh, North Carolina                   |  |              |  | (c)          |  |               | 725   |                   |  |              | 6,542  |  |  |   |   |   |  |   | 3,912  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Hilton Oceanfront
	Melbourne, Florida                 |  |              |  | (d)          |  |               | 852   |                   |  |              | 7,699  |  |  |   |   |   |  |   | 590    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Daytona Beach Radisson Resort, Daytona, Florida                 |  |              |  | (f)(g)       |  |               | 386   |                   |  |              | 3,470  |  |  |   |   |   |  |   | 7,004  |  
|                                                               
|                                                               
|                                                               
|                                                               
|French Lick Springs Resort
	French Lick, Indiana                |  |              |  | (d)          |  |               | 2,000 |                   |  |              | 16,000 |  |  |   | (3 | ) |  |   | 3,591  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Minneapolis West
	Minneapolis, Minnesota            |  |              |  | (d)          |  |               | 1,000 |                   |  |              | 10,604 |  |  |   |   |   |  |   | 1,525  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Marriotts Hunt Valley Inn
	Baltimore, Maryland                 |  |              |  | (d)          |  |               | 2,890 |                   |  |              | 21,575 |  |  |   |   |   |  |   | 1,254  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Hampton Inn San Diego Airport/ Sea World
	San Diego, California |  |              |  | (c)          |  |               | 1,000 |                   |  |              | 7,400  |  |  |   |   |   |  |   | 220    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Kansas City
	Kansas City, Missouri                   |  |              |  |              |  |               | 1,500 |                   |  |              | 20,958 |  |  |   |   |   |  |   | 322    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Knoxville Hilton
	Knoxville, Tennessee                          |  |              |  | (c)          |  |               | 1,500 |                   |  |              | 8,132  |  |  |   |   |   |  |   | 555    |  
|                                                               
|                                                               
|                                                               
|                                                               
|High Point Radisson
	High Point, North Carolina                 |  |              |  | (a)          |  |               | 450   |                   |  |              | 25,057 |  |  |   |   |   |  |   | 832    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Hotel Mt. Laurel
	Mt. Laurel, New Jersey               |  |              |  | (d)(e)       |  |               | 2,000 |                   |  |              | 19,697 |  |  |   |   |   |  |   | (2,435 | )
|                                                               
|                                                               
|                                                               
|                                                               
|Pink Shell Beach Resort
	Ft. Myers, Florida                     |  |              |  | (d)          |  |               | 6,000 |                   |  |              | 13,445 |  |  |   |   |   |  |   | 880    |  
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Sacramento
	Sacramento, California                   |  |              |  | (b)          |  |               | 4,400 |                   |  |              | 41,884 |  |  |   |   |   |  |   | 1,678  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Colorado Springs
	Colorado Springs, Colorado         |  |              |  | (b)          |  |               | 3,340 |                   |  |              | 31,296 |  |  |   |   |   |  |   | 1,124  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Boise
	Boise, Idaho                                  |  |              |  | (b)          |  |               | 2,470 |                   |  |              | 23,998 |  |  |   |   |   |  |   | 1,603  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Omaha
	Omaha, Nebraska                               |  |              |  | (b)          |  |               | 1,100 |                   |  |              | 19,690 |  |  |   |   |   |  |   | 3,005  |  
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Springfield
	Springfield, Oregon                     |  |              |  | (b)          |  |               | 2,160 |                   |  |              | 6,050  |  |  |   |   |   |  |   | 214    |  

[Additional columns below]

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

|                                                                |  |                            |       |              |  |             |        |                 |  |   |        |  |  |  |       | 
|--------------------------------------------------------------- |  | -------------------------- | ----- | ------------ |  | ----------- | ------ | --------------- |  | - | ------ |  |  |  | ----- | 
|                                                                |  |                            |       |             
|                                                                |  | Gross Amounts at Which     |       |             
|                                                                |  | Carried at Close of Period |       | Accumulated 
|                                                                |  |                            |       | Depreciation
|                                                                |  |                            |       | Building and |  |             |        | Buildings and  
|Description                                                     |  | Land                       |       | Improvements |  | Total(h)(i) |        | Improvements(j)
|                                                                |  |                            |       |              |  |             |        |                
|Corporate Offices
	Cleveland, Ohio                              |  | $                          |      |              |  | $           | 35     |                 |  | $ | 35     |  |  |  | 10    | 
|                                                               
|                                                               
|                                                               
|                                                               
|Berkeley Marina Radisson
	Berkeley, California                  |  |                            |      |              |  |             | 16,295 |                 |  |   | 16,295 |  |  |  | 2,943 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Buffalo Marriott
	Buffalo, New York                             |  |                            | 1,164 |              |  |             | 16,352 |                 |  |   | 17,516 |  |  |  | 2,609 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Cleveland Airport Marriott
	Cleveland, Ohio                     |  |                            | 1,175 |              |  |             | 19,272 |                 |  |   | 20,447 |  |  |  | 3,907 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Columbus North Marriott
	Columbus, Ohio                         |  |                            | 1,635 |              |  |             | 14,537 |                 |  |   | 16,172 |  |  |  | 2,296 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Quality Suites
	Melbourne, Florida                    |  |                            | 3,092 |              |  |             | 8,657  |                 |  |   | 11,749 |  |  |  | 1,161 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Inn Sanibel Gateway
	Ft. Myers, Florida                |  |                            | 718   |              |  |             | 3,221  |                 |  |   | 3,939  |  |  |  | 390   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Hampton Inn
	Charlotte, North Carolina              |  |                            | 490   |              |  |             | 4,808  |                 |  |   | 5,298  |  |  |  | 636   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Holiday Inn
	Charlotte, North Carolina              |  |                            | 700   |              |  |             | 5,412  |                 |  |   | 6,112  |  |  |  | 713   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Crabtree
	Raleigh, North Carolina                   |  |                            | 725   |              |  |             | 10,454 |                 |  |   | 11,179 |  |  |  | 1,130 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Hilton Oceanfront
	Melbourne, Florida                 |  |                            | 852   |              |  |             | 8,289  |                 |  |   | 9,141  |  |  |  | 877   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Daytona Beach Radisson Resort, Daytona, Florida                 |  |                            | 386   |              |  |             | 10,474 |                 |  |   | 10,860 |  |  |  | 929   | 
|                                                               
|                                                               
|                                                               
|                                                               
|French Lick Springs Resort
	French Lick, Indiana                |  |                            | 1,997 |              |  |             | 19,591 |                 |  |   | 21,588 |  |  |  | 2,277 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Minneapolis West
	Minneapolis, Minnesota            |  |                            | 1,000 |              |  |             | 12,129 |                 |  |   | 13,129 |  |  |  | 1,278 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Marriotts Hunt Valley Inn
	Baltimore, Maryland                 |  |                            | 2,890 |              |  |             | 22,829 |                 |  |   | 25,719 |  |  |  | 2,534 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Hampton Inn San Diego Airport/ Sea World
	San Diego, California |  |                            | 1,000 |              |  |             | 7,620  |                 |  |   | 8,620  |  |  |  | 795   | 
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Kansas City
	Kansas City, Missouri                   |  |                            | 1,500 |              |  |             | 21,280 |                 |  |   | 22,780 |  |  |  | 2,173 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Knoxville Hilton
	Knoxville, Tennessee                          |  |                            | 1,500 |              |  |             | 8,687  |                 |  |   | 10,187 |  |  |  | 794   | 
|                                                               
|                                                               
|                                                               
|                                                               
|High Point Radisson
	High Point, North Carolina                 |  |                            | 450   |              |  |             | 25,889 |                 |  |   | 26,339 |  |  |  | 2,399 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Hotel Mt. Laurel
	Mt. Laurel, New Jersey               |  |                            | 2,000 |              |  |             | 17,262 |                 |  |   | 19,262 |  |  |  | 1,619 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Pink Shell Beach Resort
	Ft. Myers, Florida                     |  |                            | 6,000 |              |  |             | 14,325 |                 |  |   | 20,325 |  |  |  | 1,245 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Sacramento
	Sacramento, California                   |  |                            | 4,400 |              |  |             | 43,562 |                 |  |   | 47,962 |  |  |  | 3,693 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Colorado Springs
	Colorado Springs, Colorado         |  |                            | 3,340 |              |  |             | 32,420 |                 |  |   | 35,760 |  |  |  | 2,749 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Boise
	Boise, Idaho                                  |  |                            | 2,470 |              |  |             | 25,601 |                 |  |   | 28,071 |  |  |  | 2,144 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Omaha
	Omaha, Nebraska                               |  |                            | 1,100 |              |  |             | 22,695 |                 |  |   | 23,795 |  |  |  | 1,832 | 
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Springfield
	Springfield, Oregon                     |  |                            | 2,160 |              |  |             | 6,264  |                 |  |   | 8,424  |  |  |  | 640   | 

[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 Completed    
|                                                                |  |                    |        |              |  |             |         |                 
|Corporate Offices
	Cleveland, Ohio                              |  |                    | 25     |              |  |             |         |                  |  |  | 1998 |  |  |  | 10 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Berkeley Marina Radisson
	Berkeley, California                  |  |                    | 13,352 |              |  |             | 1972    |                  |  |  | 1996 |  |  |  | 20 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Buffalo Marriott
	Buffalo, New York                             |  |                    | 14,907 |              |  |             | 1981    |                  |  |  | 1996 |  |  |  | 25 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Cleveland Airport Marriott
	Cleveland, Ohio                     |  |                    | 16,540 |              |  |             | 1970    |                  |  |  | 1996 |  |  |  | 20 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Columbus North Marriott
	Columbus, Ohio                         |  |                    | 13,876 |              |  |             | 1981    |                  |  |  | 1996 |  |  |  | 25 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Quality Suites
	Melbourne, Florida                    |  |                    | 10,588 |              |  |             | 1986    |                  |  |  | 1996 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Inn Sanibel Gateway
	Ft. Myers, Florida                |  |                    | 3,549  |              |  |             | 1986    |                  |  |  | 1996 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Hampton Inn
	Charlotte, North Carolina              |  |                    | 4,662  |              |  |             | 1991    |                  |  |  | 1996 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Lake Norman Holiday Inn
	Charlotte, North Carolina              |  |                    | 5,399  |              |  |             | 1987    |                  |  |  | 1996 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Crabtree
	Raleigh, North Carolina                   |  |                    | 10,049 |              |  |             | 1974    |                  |  |  | 1997 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Melbourne Hilton Oceanfront
	Melbourne, Florida                 |  |                    | 8,264  |              |  |             | 1986    |                  |  |  | 1997 |  |  |  | 35 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Daytona Beach Radisson Resort, Daytona, Florida                 |  |                    | 9,931  |              |  |             | 1974    |                  |  |  | 1997 |  |  |  |          | (f)(g)
|                                                               
|                                                               
|                                                               
|                                                               
|French Lick Springs Resort
	French Lick, Indiana                |  |                    | 19,311 |              |  |             | 1903    |                  |  |  | 1997 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Holiday Inn Minneapolis West
	Minneapolis, Minnesota            |  |                    | 11,851 |              |  |             | 1986    |                  |  |  | 1997 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Marriotts Hunt Valley Inn
	Baltimore, Maryland                 |  |                    | 23,185 |              |  |             | 1971    |                  |  |  | 1997 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Hampton Inn San Diego Airport/ Sea World
	San Diego, California |  |                    | 7,825  |              |  |             | 1989    |                  |  |  | 1997 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Kansas City
	Kansas City, Missouri                   |  |                    | 20,607 |              |  |             | 1969    |                  |  |  | 1997 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Knoxville Hilton
	Knoxville, Tennessee                          |  |                    | 9,393  |              |  |             | 1981    |                  |  |  | 1998 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|High Point Radisson
	High Point, North Carolina                 |  |                    | 23,940 |              |  |             | 1982    |                  |  |  | 1998 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Radisson Hotel Mt. Laurel
	Mt. Laurel, New Jersey               |  |                    | 17,643 |              |  |             | 1975    |                  |  |  | 1998 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Pink Shell Beach Resort
	Ft. Myers, Florida                     |  |                    | 19,080 |              |  |             | 1989    |                  |  |  | 1998 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Sacramento
	Sacramento, California                   |  |                    | 44,269 |              |  |             | 1974    |                  |  |  | 1998 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Colorado Springs
	Colorado Springs, Colorado         |  |                    | 33,011 |              |  |             | 1986    |                  |  |  | 1998 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Boise
	Boise, Idaho                                  |  |                    | 25,927 |              |  |             | 1968    |                  |  |  | 1998 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Omaha
	Omaha, Nebraska                               |  |                    | 21,963 |              |  |             | 1970/81 |                  |  |  | 1998 |  |  |  | 30 years |       
|                                                               
|                                                               
|                                                               
|                                                               
|Doubletree Springfield
	Springfield, Oregon                     |  |                    | 7,784  |              |  |             | 1973    |                  |  |  | 1998 |  |  |  | 30 years |       

F-21



---



##### Table of Contents



|                                                    |       |              |   |              |  |               |       |                   |  |              |        |         |  |  |   |    |   |  |       |        | 
|--------------------------------------------------- | ----- | ------------ | - | ------------ |  | ------------- | ----- | ----------------- |  | ------------ | ------ | ------- |  |  | - | -- | - |  | ----- | ------ | 
|                                                    |       |              |   |              |  |               |       |                  
|                                                    |       |              |   |              |  |               |       | Costs Capitalized
|                                                    |       |              |   |              |  | Subsequent to
|                                                    |       |              |   | Initial Cost |  | Acquisition  
|                                                    |       |              |   |              |  |              
|                                                    |       |              |   |              |  | Buildings and |       |                   |  | Building and
|Description                                         |       | Encumbrances |   | Land         |  | Improvements  |       | Land              |  | Improvements
|                                                    |       |              |   |              |  |               |       |                   |  |             
|Doubletree Portland Lloyd Center Portland, Oregon   |       |              |  | (b)          |  |               | 3,900 |                   |  |              | 61,633 |         |  |  |  |    |   |  | 1,539 |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Portland Downtown Portland, Oregon       |       |              |  | (b)          |  |               | 1,800 |                   |  |              | 21,034 |         |  |  |  |    |   |  | 567   |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Bellevue
	Bellevue, Washington           |       |              |  | (b)          |  |               | 2,400 |                   |  |              | 13,730 |         |  |  |  |    |   |  | 180   |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Spokane Valley
	Spokane, Washington      |       |              |  | (b)          |  |               | 1,630 |                   |  |              | 6,693  |         |  |  |  |    |   |  | 599   |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Yakima Valley
	Yakima, Washington        |       |              |  | (b)          |  |               | 1,140 |                   |  |              | 6,188  |         |  |  |  |    |   |  | 110   |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Guest Suites Hotel
	Southfield, Michigan |       |              |  | (d)          |  |               | 778   |                   |  |              | 7,639  |         |  |  |   |    |   |  | 74    |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Hotel San Antonio
	San Antonio, Texas    |       |              |  | (d)          |  |               | 1,140 |                   |  |              | 11,203 |         |  |  |   |    |   |  | 84    |       
|                                                    |       |              |   |              |  |               |       |                   |  |              |        |         |  |  |   |    |   |  |       |       
|                                                    | Total |              |   |              |  |               | $     | 55,535            |  |              | $      | 480,983 |  |  | $ | (3 | ) |  | $     | 48,250 | 
|                                                    |       |              |   |              |  |               |       |                   |  |              |        |         |  |  |   |    |   |  |       |       

[Additional columns below]

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

|                                                    |       |                            |       |              |  |             |        |                 |  |  |        |         |  |  |       |        | 
|--------------------------------------------------- | ----- | -------------------------- | ----- | ------------ |  | ----------- | ------ | --------------- |  |  | ------ | ------- |  |  | ----- | ------ | 
|                                                    |       |                            |       |             
|                                                    |       | Gross Amounts at Which     |       |             
|                                                    |       | Carried at Close of Period |       | Accumulated 
|                                                    |       |                            |       | Depreciation
|                                                    |       |                            |       | Building and |  |             |        | Buildings and  
|Description                                         |       | Land                       |       | Improvements |  | Total(h)(i) |        | Improvements(j)
|                                                    |       |                            |       |              |  |             |        |                
|Doubletree Portland Lloyd Center Portland, Oregon   |       |                            | 3,900 |              |  |             | 63,172 |                 |  |  | 67,072 |         |  |  | 5,378 |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Portland Downtown Portland, Oregon       |       |                            | 1,800 |              |  |             | 21,601 |                 |  |  | 23,401 |         |  |  | 1,837 |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Bellevue
	Bellevue, Washington           |       |                            | 2,400 |              |  |             | 13,910 |                 |  |  | 16,310 |         |  |  | 1,428 |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Spokane Valley
	Spokane, Washington      |       |                            | 1,630 |              |  |             | 7,292  |                 |  |  | 8,922  |         |  |  | 753   |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Yakima Valley
	Yakima, Washington        |       |                            | 1,140 |              |  |             | 6,298  |                 |  |  | 7,438  |         |  |  | 651   |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Guest Suites Hotel
	Southfield, Michigan |       |                            | 778   |              |  |             | 7,713  |                 |  |  | 8,491  |         |  |  | 85    |       
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Hotel San Antonio
	San Antonio, Texas    |       |                            | 1,140 |              |  |             | 11,287 |                 |  |  | 12,427 |         |  |  | 125   |       
|                                                    |       |                            |       |              |  |             |        |                 |  |  |        |         |  |  |       |       
|                                                    | Total |                            | $     | 55,532       |  |             | $      | 529,233         |  |  | $      | 584,765 |  |  | $     | 54,030 | 
|                                                    |       |                            |       |              |  |             |        |                 |  |  |        |         |  |  |       |       

[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 Completed    
|                                                    |       |                    |        |              |  |             |         |                 
|Doubletree Portland Lloyd Center Portland, Oregon   |       |                    | 61,694 |              |  |             | 1964/81 |                  |  |  | 1998 |  |  |  | 30 years |    
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Portland Downtown Portland, Oregon       |       |                    | 21,564 |              |  |             | 1972    |                  |  |  | 1998 |  |  |  | 30 years |    
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Bellevue
	Bellevue, Washington           |       |                    | 14,882 |              |  |             | 1981    |                  |  |  | 1998 |  |  |  |          | (f)
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Spokane Valley
	Spokane, Washington      |       |                    | 8,169  |              |  |             | 1969    |                  |  |  | 1998 |  |  |  |          | (f)
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Yakima Valley
	Yakima, Washington        |       |                    | 6,787  |              |  |             | 1968    |                  |  |  | 1998 |  |  |  |          | (f)
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Guest Suites Hotel
	Southfield, Michigan |       |                    | 8,406  |              |  |             | 1978    |                  |  |  | 2000 |  |  |  | 30 years |    
|                                                   
|                                                   
|                                                   
|                                                   
|Doubletree Hotel San Antonio
	San Antonio, Texas    |       |                    | 12,302 |              |  |             | 1987    |                  |  |  | 2000 |  |  |  | 30 years |    
|                                                    |       |                    |        |              |  |             |         |                  |  |  |      |  |  |  |          |    
|                                                    | Total |                    | $      | 530,735      |  |             |         |                  |  |  |      |  |  |  |          |     | 
|                                                    |       |                    |        |              |  |             |         |                  |  |  |      |  |  |  |          |    






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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) | These hotels are collateral for the $108,000 term
	note payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(d) | These hotels are collateral for the $100,000
	credit facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(e) | 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) | As of December 31, 2000 these hotels are
	held for sale, and are no longer being depreciated. Boykin
	recorded a $7,000 write down related to the three Doubletree
	properties held for sale. See Note 2 in Notes to Consolidated
	Financial Statements.

(g)  This hotel was sold in
January 2001.



|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(h) | Aggregate cost for federal income tax reporting
	purposes at December 31, 2000 is as follows:

|                           |  |   |         | 
|-------------------------- |  | - | ------- | 
|                          
|                          
|                          
|                          
|Land                       |  | $ | 53,173  | 
|                          
|                          
|                          
|                          
|Buildings and improvements |  |   | 522,985 | 
|                           |  |   |         | 
|                           |  | $ | 576,158 | 
|                           |  |   |         | 



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

|                                 |  |   |         |  
|-------------------------------- |  | - | ------- | -
|                                
|                                
|                                
|                                
|Balance as of December 31, 1999  |  | $ | 578,448 |  
|                                
|                                
|                                
|                                
|Property Additions  exchange    |  |   | 20,760  |  
|                                
|                                
|                                
|                                
|Disposals  exchange             |  |   | (23,685 | )
|                                
|                                
|                                
|                                
|Improvements and other additions |  |   | 9,242   |  
|                                 |  |   |         |  
|Balance as of December 31, 2000  |  | $ | 584,765 |  
|                                 |  |   |         |  



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

|                             |  |   |        |  
|---------------------------- |  | - | ------ | -
|                            
|                            
|                            
|                            
|Balance at December 31, 1999 |  | $ | 39,806 |  
|                            
|                            
|                            
|                            
|Disposals                    |  |   | (3,190 | )
|                            
|                            
|                            
|                            
|Depreciation expense         |  |   | 17,414 |  
|                             |  |   |        |  
|Subtotal                     |  |   | 54,030 |  
|                            
|                            
|                            
|                            
|Loss on assets held for sale |  |   | 7,000  |  
|                             |  |   |        |  
|Balance at December 31, 2000 |  | $ | 61,030 |  
|                             |  |   |        |  

F-22



---



##### 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, 2000 and 1999, 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, 2000. 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, 2000 and 1999 and the
results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the
United States.

ARTHUR ANDERSEN LLP

Cleveland, Ohio,



F-23



---



##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2000 AND 1999

(amounts in thousands)

|                                      |                                                                                                             |      |        |        |   |   |        |        |  
|------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ---- | ------ | ------ | - | - | ------ | ------ | -
|                                      |                                                                                                             | 2000 |        | 1999  
|                                      |                                                                                                             |      |        |       
|ASSETS                                |                                                                                                             |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|Cash and cash equivalents             |                                                                                                             | $    | 24,506 |        |   | $ | 20,787 |       
|                                     
|                                     
|                                     
|                                     
|Accounts receivable:                  |                                                                                                             |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|                                      | Trade, net of allowance for doubtful accounts of $160 and $114
	at December 31, 2000 and 1999, respectively |      |        | 11,436 |   |   |        | 9,916  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Related party lessors                                                                                       |      |        | 2,224  |   |   |        | 893    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other                                                                                                       |      |        | 241    |   |   |        | 284    |  
|                                     
|                                     
|                                     
|                                     
|Inventories                           |                                                                                                             |      | 2,253  |        |   |   | 2,366  |       
|                                     
|                                     
|                                     
|                                     
|Property and equipment, net           |                                                                                                             |      | 300    |        |   |   | 332    |       
|                                     
|                                     
|                                     
|                                     
|Investment in Boykin Lodging Company  |                                                                                                             |      | 158    |        |   |   | 203    |       
|                                     
|                                     
|                                     
|                                     
|Prepaid expenses and other assets     |                                                                                                             |      | 2,318  |        |   |   | 2,463  |       
|                                      |                                                                                                             |      |        |        |   |   |        |       
|                                      |                                                                                                             | $    | 43,436 |        |   | $ | 37,244 |       
|                                      |                                                                                                             |      |        |        |   |   |        |       
|                                     
|LIABILITIES AND MEMBERS CAPITAL      |                                                                                                             |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|Rent payable to related party lessors |                                                                                                             | $    | 5,550  |        |   | $ | 5,192  |       
|                                     
|                                     
|                                     
|                                     
|Accounts payable:                     |                                                                                                             |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|                                      | Trade                                                                                                       |      |        | 5,358  |   |   |        | 4,282  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Advance deposits and other                                                                                  |      |        | 1,107  |   |   |        | 942    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Bank overdraft liability                                                                                    |      |        | 7,493  |   |   |        | 5,507  |  
|                                     
|                                     
|                                     
|                                     
|Accrued expenses:                     |                                                                                                             |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued payroll                                                                                             |      |        | 1,354  |   |   |        | 946    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued vacation                                                                                            |      |        | 3,128  |   |   |        | 2,761  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued sales, use and occupancy taxes                                                                      |      |        | 1,733  |   |   |        | 1,719  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued management fee                                                                                      |      |        | 2,979  |   |   |        | 4,701  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Deferred management fee                                                                                     |      |        | 2,474  |   |   |        | 469    |  
|                                     
|                                     
|                                     
|                                     
|                                      | Other accrued liabilities                                                                                   |      |        | 5,608  |   |   |        | 4,011  |  
|                                      |                                                                                                             |      |        |        |   |   |        |       
|                                      | Total liabilities                                                                                           |      |        | 36,784 |   |   |        | 30,530 |  
|                                      |                                                                                                             |      |        |        |   |   |        |       
|MEMBERS CAPITAL:                     |                                                                                                             |      |        |        |   |   |        |       
|                                     
|                                     
|                                     
|                                     
|                                      | Capital contributed                                                                                         |      |        | 3,000  |   |   |        | 3,000  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Retained earnings                                                                                           |      |        | 3,948  |   |   |        | 3,965  |  
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated other comprehensive income                                                                      |      |        | (296   | ) |   |        | (251   | )
|                                      |                                                                                                             |      |        |        |   |   |        |       
|                                      | Total members capital                                                                                      |      |        | 6,652  |   |   |        | 6,714  |  
|                                      |                                                                                                             |      |        |        |   |   |        |       
|                                      |                                                                                                             | $    | 43,436 |        |   | $ | 37,244 |       
|                                      |                                                                                                             |      |        |        |   |   |        |       

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 OPERATIONS AND COMPREHENSIVE
INCOME

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

(amounts in thousands)

|                            |                                            |                                       |                |         |        |         |       |         |        |         |      |         |        |         | 
|--------------------------- | ------------------------------------------ | ------------------------------------- | -------------- | ------- | ------ | ------- | ----- | ------- | ------ | ------- | ---- | ------- | ------ | ------- | 
|                            |                                            | 2000                                  |                | 1999    |        | 1998   
|                            |                                            |                                       |                |         |        |        
|Revenues:                   |                                            |                                       |                |         |        |         |       |         |        |         |      |        
|                           
|                           
|                           
|                           
|                            | Room revenue                               |                                       | $              | 173,765 |        |         | $     | 160,528 |        |         | $    | 148,643 |       
|                           
|                           
|                           
|                           
|                            | Food and beverage revenue                  |                                       |                | 76,731  |        |         |       | 75,140  |        |         |      | 71,925  |       
|                           
|                           
|                           
|                           
|                            | Other hotel revenue                        |                                       |                | 16,230  |        |         |       | 16,753  |        |         |      | 15,085  |       
|                           
|                           
|                           
|                           
|                            | Other revenue                              |                                       |                | 2,690   |        |         |       | 2,670   |        |         |      | 2,407   |       
|                            |                                            |                                       |                |         |        |         |       |         |        |         |      |        
|                            |                                            |                                       | Total revenues |         |        | 269,416 |       |         |        | 255,091 |      |         |        | 238,060 | 
|                            |                                            |                                       |                |         |        |         |       |         |        |         |      |        
|Expenses:                   |                                            |                                       |                |         |        |         |       |         |        |         |      |        
|                           
|                           
|                           
|                           
|                            | Departmental expenses of hotels:           |                                       |                |         |        |         |       |         |        |         |      |         |       
|                           
|                           
|                           
|                           
|                            |                                            | Rooms                                 |                |         | 42,383 |         |       |         | 38,854 |         |      |         | 36,224 |        
|                           
|                           
|                           
|                           
|                            |                                            | Food and beverage                     |                |         | 53,825 |         |       |         | 53,626 |         |      |         | 53,173 |        
|                           
|                           
|                           
|                           
|                            |                                            | Other                                 |                |         | 8,581  |         |       |         | 9,131  |         |      |         | 8,364  |        
|                           
|                           
|                           
|                           
|                            | Cost of goods sold of non-hotel operations |                                       |                | 248     |        |         |       | 517     |        |         |      | 427     |       
|                           
|                           
|                           
|                           
|                            | Percentage lease expense                   |                                       |                | 78,819  |        |         |       | 73,289  |        |         |      | 67,424  |       
|                           
|                           
|                           
|                           
|                            | General and administrative                 |                                       |                | 28,374  |        |         |       | 26,217  |        |         |      | 25,182  |       
|                           
|                           
|                           
|                           
|                            | Advertising and promotion                  |                                       |                | 14,805  |        |         |       | 13,057  |        |         |      | 11,414  |       
|                           
|                           
|                           
|                           
|                            | Utilities                                  |                                       |                | 9,999   |        |         |       | 9,210   |        |         |      | 10,532  |       
|                           
|                           
|                           
|                           
|                            | Franchisor royalties and other charges     |                                       |                | 8,723   |        |         |       | 7,842   |        |         |      | 7,465   |       
|                           
|                           
|                           
|                           
|                            | Repairs and maintenance                    |                                       |                | 12,588  |        |         |       | 11,588  |        |         |      | 8,926   |       
|                           
|                           
|                           
|                           
|                            | Depreciation and amortization              |                                       |                | 104     |        |         |       | 118     |        |         |      | 129     |       
|                           
|                           
|                           
|                           
|                            | Management fee                             |                                       |                | 8,114   |        |         |       | 8,411   |        |         |      | 8,620   |       
|                           
|                           
|                           
|                           
|                            | Other                                      |                                       |                | (330    | )      |         |       | 548     |        |         |      | 133     |       
|                            |                                            |                                       |                |         |        |         |       |         |        |         |      |        
|                            |                                            |                                       | Total expenses |         |        | 266,233 |       |         |        | 252,408 |      |         |        | 238,013 | 
|                            |                                            |                                       |                |         |        |         |       |         |        |         |      |        
|Net income                  |                                            | $                                     | 3,183          |         |        | $       | 2,683 |         |        | $       | 47   |        
|                           
|                           
|                           
|                           
|                            |                                            | Unrealized depreciation of investment |                |         | (45    | )       |       |         | (8     | )       |      |         | (281   | )      
|                            |                                            |                                       |                |         |        |         |       |         |        |         |      |        
|Comprehensive income (loss) |                                            | $                                     | 3,138          |         |        | $       | 2,675 |         |        | $       | (234 | )      
|                            |                                            |                                       |                |         |        |         |       |         |        |         |      |        

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 MEMBERS CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

(amounts in thousands)

|                             |                                       |             |       |          |  |               |       |        |   |   |      |      |  
|---------------------------- | ------------------------------------- | ----------- | ----- | -------- |  | ------------- | ----- | ------ | - | - | ---- | ---- | -
|                             |                                       |             |       |          |  | Accumulated  
|                             |                                       |             |       |          |  | Other        
|                             |                                       | Contributed |       | Retained |  | Comprehensive
|                             |                                       | Capital     |       | Earnings |  | Income       
|                             |                                       |             |       |          |  |              
|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 | )   
|                            
|                            
|                            
|                            
|                             | Net income                            |             |       |         |  |               |       | 3,183  |   |   |      |     |  
|                            
|                            
|                            
|                            
|                             | Distribution to members               |             |       |         |  |               |       | (3,200 | ) |   |      |     |  
|                            
|                            
|                            
|                            
|                             | Unrealized depreciation of investment |             |       |         |  |               |       |       |   |   |      | (45  | )
|                             |                                       |             |       |          |  |               |       |        |   |   |      |     
|Balance at December 31, 2000 |                                       | $           | 3,000 |          |  | $             | 3,948 |        |   | $ | (296 | )   
|                             |                                       |             |       |          |  |               |       |        |   |   |      |     

The accompanying notes to consolidated financial statements



F-26



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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, 2000, 1999 AND 1998

(amounts in thousands)

|                                               |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |      |       |        |  
|---------------------------------------------- | ---------------------------------------------------------------------------------- | ----------------------------------------- | --------------------------------- | ------ | ------ | ------ | ------ | ----- | ----- | ----- | ------ | ---- | ----- | ------ | -
|                                               |                                                                                    | 2000                                      |                                   | 1999   |        | 1998  
|                                               |                                                                                    |                                           |                                   |        |        |       
|Cash flows from operating activities:          |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|                                              
|                                              
|                                              
|                                              
|                                               | Net income                                                                         |                                           | $                                 | 3,183  |        |        | $      | 2,683 |       |       | $      | 47   |      
|                                              
|                                              
|                                              
|                                              
|                                               | Adjustments to reconcile net income to net cash provided by
	operating activities: |                                           |                                   |        |        |        |        |       |       |       |        |      |      
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Depreciation and amortization             |                                   |        | 104    |        |        |       | 118   |       |        |      | 129   |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Loss on fixed asset disposal              |                                   |        |       |        |        |       |      |       |        |      | 56    |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    | Changes in assets and liabilities:        |                                   |        |        |        |        |       |       |       |        |      |       |       
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Accounts receivable               |        |        | (2,808 | )      |       |       | 153   |        |      |       | (6,318 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Inventories                       |        |        | 113    |        |       |       | (306  | )      |      |       | (1,272 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Prepaid expenses and other assets |        |        | 145    |        |       |       | (43   | )      |      |       | (1,475 | )
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Rent payable                      |        |        | 358    |        |       |       | 444   |        |      |       | 3,851  |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Accounts payable                  |        |        | 3,227  |        |       |       | 2,037 |        |      |       | 3,850  |  
|                                              
|                                              
|                                              
|                                              
|                                               |                                                                                    |                                           | Accrued expenses                  |        |        | 2,669  |        |       |       | 2,744 |        |      |       | 7,496  |  
|                                               |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|                                               |                                                                                    | Net cash provided by operating activities |                                   |        | 6,991  |        |        |       | 7,830 |       |        |      | 6,364 |       
|                                               |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|Cash flows from investing activities:          |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|                                              
|                                              
|                                              
|                                              
|                                               | Property additions, net                                                            |                                           |                                   | (72    | )      |        |        | (16   | )     |       |        | (253 | )    
|                                               |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|                                               |                                                                                    | Net cash used for investing activities    |                                   |        | (72    | )      |        |       | (16   | )     |        |      | (253  | )     
|                                               |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|Cash flows from financing activities:          |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|                                              
|                                              
|                                              
|                                              
|                                               | Distribution to members                                                            |                                           |                                   | (3,200 | )      |        |        |      |       |       |        |     |      
|                                               |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|                                               |                                                                                    | Net cash used for financing activities    |                                   |        | (3,200 | )      |        |       |      |       |        |      |      |       
|                                               |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|Net increase in cash and cash equivalents      |                                                                                    |                                           | 3,719                             |        |        |        | 7,814  |       |       |       | 6,111  |     
|                                              
|                                              
|                                              
|                                              
|Cash and cash equivalents, beginning of period |                                                                                    |                                           | 20,787                            |        |        |        | 12,973 |       |       |       | 6,862  |     
|                                               |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     
|Cash and cash equivalents, end of period       |                                                                                    | $                                         | 24,506                            |        |        | $      | 20,787 |       |       | $     | 12,973 |     
|                                               |                                                                                    |                                           |                                   |        |        |        |        |       |       |       |        |     

The accompanying notes to consolidated financial statements



F-27



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2000 AND 1999

(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 and Chief Executive Officer of Boykin Lodging Company.
As of December 31, 2000, BMC and its subsidiaries lease
and/or manage 28 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.

Reclassifications

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

F-28



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
Continued

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.

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:

|                                                 |  |      |      |      |  |   |      |  
|------------------------------------------------ |  | ---- | ---- | ---- |  | - | ---- | -
|                                                 |  | 2000 |      | 1999
|                                                 |  |      |      |     
|Furniture and equipment                          |  | $    | 595  |      |  | $ | 523  |  
|                                                
|                                                
|                                                
|                                                
|Less  Accumulated depreciation and amortization |  |      | (295 | )    |  |   | (191 | )
|                                                 |  |      |      |      |  |   |      |  
|                                                 |  | $    | 300  |      |  | $ | 332  |  
|                                                 |  |      |      |      |  |   |      |  

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

BMC owns 18,524 common shares of Boykin Lodging Company. 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 $296 and $251 at December 31,
2000 and 1999, 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 that is
estimated to be uncollectible.

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-29



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
Continued

Franchise Costs

The cost of obtaining 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
members 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, 2000,
1999, and 1998 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; 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); San Antonio, Texas; Southfield, Michigan; and
French Lick, Indiana. In connection with Boykin Lodging
Companys hotel exchange with Hilton Hotels Corporation
(Hilton) in September 2000, a lease related to a
hotel in Cleveland, Ohio was terminated and two new lease
agreements for the San Antonio and Southfield properties
commenced.

The percentage leases have noncancellable remaining terms
ranging from less than one year to seven 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

F-30



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
Continued

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 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.

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

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
percentage lease agreement with Red Lion Inns Operating L.P.
(OLP) with terms similar to those described above.
Boykin Lodging Company acquired OLP on May 22, 1998. 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.

The initial term of Westboys percentage lease agreement
expires December 31, 2002. Westboy has the option, but not
the obligation, to renew the lease for additional five-year
terms, or may negotiate new terms acceptable to both Westboy and
OLP. Selected financial information of Westboy is as follows:

|                             |  |               |        |            |  |   |        |  
|---------------------------- |  | ------------- | ------ | ---------- |  | - | ------ | -
|                             |  | Percentage    |        | Net income
|                             |  | Lease Expense |        | (loss)    
|                             |  |               |        |           
|Year ended December 31, 1998 |  | $             | 29,719 |            |  | $ | 193    |  
|                            
|                            
|                            
|                            
|Year ended December 31, 1999 |  |               | 29,478 |            |  |   | 119    |  
|                            
|                            
|                            
|                            
|Year ended December 31, 2000 |  |               | 29,235 |            |  |   | (1,217 | )

|                          |  |              |       |              |  |   |       | 
|------------------------- |  | ------------ | ----- | ------------ |  | - | ----- | 
|                          |  | December 31, |       | December 31,
|                          |  | 2000         |       | 1999        
|                          |  |              |       |             
|Cash and cash equivalents |  | $            | 8,010 |              |  | $ | 6,044 | 
|                         
|                         
|                         
|                         
|Members equity           |  |              | 95    |              |  |   | 1,312 | 

Upon commencement of the lease agreement, BMC made an initial
capital contribution to Westboy of $1,000, of which $900 was
funded with a demand promissory note. 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 the unpaid promissory note,
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 43.75% 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.

F-31



---



##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
Continued

Future minimum rent (ignoring CPI increases) to be paid by BMC,
Westboy and ChiBoy under their respective percentage lease
agreements at December 31, 2000 for each of the years in
the period 2001 to 2005 and in total thereafter is as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|                   
|                   
|                   
|                   
|2001                |  | $ | 50,057  | 
|                   
|                   
|                   
|                   
|2002                |  |   | 45,498  | 
|                   
|                   
|                   
|                   
|2003                |  |   | 19,419  | 
|                   
|                   
|                   
|                   
|2004                |  |   | 16,575  | 
|                   
|                   
|                   
|                   
|2005                |  |   | 13,265  | 
|                   
|                   
|                   
|                   
|2006 and thereafter |  |   | 7,855   | 
|                    |  |   |         | 
|                    |  | $ | 152,669 | 

5.  Related Party Transactions:

Percentage lease expense payable to the Partnership was $71,922,
$70,884, and $56,708 in 2000, 1999 and 1998, respectively.
Percentage lease expense payable to Boykin Chicago was $6,897 in
2000 and $2,405 in 1999.

At December 31, 2000 and 1999, BMC had receivables from the
Partnership of $2,056 and $796 respectively, primarily for the
reimbursement of capital expenditure costs incurred on behalf of
the Partnership. At December 31, 2000 and 1999, ChiBoy had
receivables from Boykin Chicago of $168 and $97, primarily for
the reimbursement of capital expenditure costs incurred on
behalf of Boykin Chicago.

At December 31, 2000 and 1999, BMC had payables to the
Partnership of $4,632 and $4,280, respectively, for amounts due
pursuant to the percentage leases with the Partnership. At
December 31, 2000 and 1999, ChiBoy had payables to Boykin
Chicago of $ 918 and $912 respectively, for amounts due pursuant
to the percentage lease with Boykin Chicago.

The following table summarizes information related to design,
purchasing and project management services paid by Boykin
Lodging Company to BMC, as well as expenses reimbursed to BMC,
for the years ended December 31, 2000, 1999 and 1998:

|     |  |        |     |            |  |            |     |               |  |       |     |  |  |   |     |  |  |   |       | 
|---- |  | ------ | --- | ---------- |  | ---------- | --- | ------------- |  | ----- | --- |  |  | - | --- |  |  | - | ----- | 
|     |  |        |     |            |  | Project    |     | Expense       |  |      
|Year |  | Design |     | Purchasing |  | Management |     | Reimbursement |  | Total
|     |  |        |     |            |  |            |     |               |  |      
|2000 |  | $      | 562 |            |  | $          | 261 |               |  | $     | 156 |  |  | $ | 103 |  |  | $ | 1,082 | 
|    
|    
|    
|    
|1999 |  | $      | 450 |            |  | $          | 283 |               |  | $     | 138 |  |  | $ | 104 |  |  | $ | 975   | 
|    
|    
|    
|    
|1998 |  | $      | 290 |            |  | $          | 285 |               |  |       |    |  |  | $ | 97  |  |  | $ | 672   | 

Effective February 1, 2000, JerseyBoy manages the Radisson
Hotel Mt. Laurel pursuant to a management agreement. Boykin
paid JerseyBoy management fees of $202 in 2000.

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, 2000, the franchise royalty fees payable
ranged from 2.25% to 6% of room

F-32



---



##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
Continued

revenues while the fees for advertising services ranged from .4%
to 4.0%. The franchise agreements expire at various dates
through 2020. 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. BMC may defer payment of the incentive
fees to the Hilton subsidiary to the extent that certain cash
flow thresholds are not met, as defined in the management
agreement. Total management fee expense payable to Hilton in
2000 and 1999 was $8,114 and $8,411, respectively, of which
$2,474 and $469 was deferred as of December 31, 2000 and
1999.

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. Distributions paid in 2000 of $3.2 million
were not in excess of tax liabilities, as defined.

Pursuant to an agreement with Boykin Lodging Company, 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 Benefit Plans:

BMC maintains a 401(k) plan for substantially all employees
under which a portion of employee contributions is matched by
BMC. BMC matching contributions for 2000, 1999 and 1998 were
$149, $121, and $104 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,
2000, 1999 and 1998, BMC has recorded a provision of $99, $84
and $58, respectively, with respect to this plan, which
represents the amortization over the vesting period of the
prepaid compensation associated with the awards.

8.  Subsequent Event:

Effective January 12, 2001, Boykin Lodging Company sold the
Daytona Beach Radisson Resort in Daytona Beach, Florida and
BMCs lease was terminated with the Partnership.

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.

F-33



---



##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
Continued

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 non-hotel operations |               |       | 517     |         |   |       | 427     |        
|          
|          
|          
|          
|           | Percentage lease expense                   |               |       | 77,665  |         |   |       | 74,189  |        
|           |                                            |               |       |         |         |   |       |        
|Net income |                                            | $             | 3,517 |         |         | $ | 2,024 |        
|           |                                            |               |       |         |         |   |       |        

F-34



---



##### 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 | (h) |  | Key Employee Severance Plan                                                                                                                                   
|         | 10.20 | (h) |  | Form of Severance Agreement                                                                                                                                   
|         | 21    |     |  | Subsidiaries of the Registrant                                                                                                                                
|         | 23.1  |     |  | Consent of Independent Public Accountants                                                                                                                     




|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(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.
|   
|   
|(h) | Incorporated by reference from Boykins Form 10-K for
	the year ended December  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 23, 2001 |  | 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 23, 2001 |  | /s/ ROBERT W. BOYKIN
	------------------------------------------------
	   Robert W. Boykin
	Chairman of the Board
	and Chief Executive Officer
	(Principal Executive Officer)
|              
|March 23, 2001 |  | /s/ PAUL A. ONEIL
	------------------------------------------------
	   Paul A. ONeil
	Chief Financial Officer and Treasurer
	(Principal Accounting Officer)                
|              
|March 23, 2001 |  | /s/ IVAN J. WINFIELD
	------------------------------------------------
	   Ivan J. Winfield
	Director                                                                         
|              
|March 23, 2001 |  | /s/ LEE C. HOWLEY, JR.
	------------------------------------------------
	   Lee C. Howley, Jr.
	Director                                                                     
|              
|March 23, 2001 |  | /s/ FRANK E. MOSIER
	------------------------------------------------
	   Frank E. Mosier
	Director                                                                           
|              
|March 23, 2001 |  | /s/ WILLIAM H. SCHECTER
	------------------------------------------------
	   William H. Schecter
	Director                                                                   
|              
|March 23, 2001 |  | /s/ ALBERT T. ADAMS
	------------------------------------------------
	   Albert T. Adams
	Director                                                                           
|              
|March 23, 2001 |  | /s/ RAYMOND P. HEITLAND
	------------------------------------------------
	   Raymond P. Heitland
	Director                                                                   



---



##### Table of Contents






|              |       |    |   |                                                                                                                                                            
|------------- | ----- | -- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT INDEX |      
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|             
|              | 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 | (h | ) | Key Employee Severance Plan                                                                                                                                
|             
|             
|             
|             
|              | 10.20 | (h | ) | Form of Severance Agreement                                                                                                                                
|             
|             
|             
|             
|              | 21    |    |   | Subsidiaries of the Registrant                                                                                                                             
|             
|             
|             
|             
|              | 23.1  |    |   | Consent of Independent Public Accountants                                                                                                                  



| |     |                                                                                       
| | --- | --------------------------------------------------------------------------------------
| | (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.



| |     |                                                                                        
| | --- | ---------------------------------------------------------------------------------------
| | (h) | Incorporated by reference from Boykins Form 10-K for the year
ended December 31, 1999.