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

                      ------------------------------------


                                   FORM 10-K/A

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

     For the fiscal year ended December 31, 1997

                                       or

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


                           Commission File No. 0-12708


                         CANDLEWOOD HOTEL COMPANY, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                                    48-1188025
-------------------------------                    -------------------
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)


         Lakepoint Office Park, 9342 East Central, Wichita, Kansas 67206
--------------------------------------------------------------------------------
              (Address of principal executive offices and Zip Code)


       Registrant's telephone number, including area code: (316) 631-1300

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

          Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 par value

        Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes   X    No
                                ---      ---

        Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

        The aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 23, 1998 was $75,858,646 based on the closing sales
price of such stock on such date.

        The number of shares outstanding of the registrant's common stock, as of
March 23, 1998 was 9,025,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its 1998 Annual Meeting of
Stockholders to be held on May 18, 1998 are incorporated by this reference into
Part III as set forth herein.


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                        CANDLEWOOD HOTEL COMPANY, INC.


                                 FORM 10-K/A


                              TABLE OF CONTENTS
                                      
                                                                            Page
                                                                            ----

COVER PAGE.................................................................  1

TABLE OF CONTENTS..........................................................  2

Part IV

        Item 14.  Exhibits, Financial Statements, Financial Statement 
                  Schedules and Reports on Form 8-K........................  3
                                                                             
SIGNATURES.................................................................  4

EXHIBIT INDEX..............................................................  5



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                                     PART IV

        Candlewood Hotel Company, Inc. hereby amends its Annual Report on Form
10-K for the year ended December 31, 1997 to include the amended Exhibit Index
of Form 10-K and to include the Consent of Independent Accountants.



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

        (a) The following document is filed as a part of this report:

               (23)   Consent of Independent Accountants

                      23.1  Consent of Ernst & Young LLP




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                                   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.


DATE: JULY 30, 1998                        CANDLEWOOD HOTEL COMPANY, INC.


                                           By: /s/ JACK P. DEBOER
                                               ---------------------------------
                                                   Jack P. DeBoer

        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.

<TABLE>
<CAPTION>

        Signature                                 Title                    Date Signed
        ---------                                 -----                    -----------
<S>                                       <C>                            <C>

/s/ Jack P. DeBoer                        Chief Executive Officer        July 30, 1998
--------------------------------------    and Director (Principal
     Jack P. DeBoer                       Executive Officer)


/s/ Warren D. Fix                         Executive Vice President,      July 30, 1998
--------------------------------------    Chief Financial Officer,
    Warren D. Fix                         Secretary and Treasurer
                                          (Principal Financial and
                                          Accounting Officer)


/s/ James E. Roos                         President and Chief            July 30, 1998
--------------------------------------    Operating Officer
    James E. Roos

/s/ Gary E. Costley                       Director                       July 30, 1998
--------------------------------------
    Gary E. Costley

/s/ Robert J. Cresci                      Director                       july 30, 1998
--------------------------------------
    Robert J. Cresci

/s/ Richard J. Ferris                     Director                       July 30, 1998
--------------------------------------
    Richard J. Ferris

/s/ Robert S. Morris                      Director                       July 30, 1998
--------------------------------------
    Robert S. Morris

/s/ Frank J. Pados                        Director                       July 30, 1998
--------------------------------------
    Frank J. Pados

/s/ Tony M. Salazar                       Director                       July 30, 1998
--------------------------------------
    Tony M. Salazar
</TABLE>


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<PAGE>   5
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

 Exhibit
   No.                      Description
 -------                    -----------
<S>         <C>
   3.1.     Restated Certificate of Incorporation of the Company. (1)

   3.2.     Bylaws of the Company. (1)

   3.3      Certificate of Designations, Preferences and Relative,
            Participating, Optional and Other Special Rights of Preferred Stock
            and Qualifications, Limitations and Restrictions Thereof of Series A
            Cumulative Convertible Preferred Stock of Candlewood Hotel Company,
            Inc. (3)

   4.1.     Specimen Certificate of Common Stock. (1)

   4.2      Stockholders Agreements, dated as of September 22, 1997. (3)

  10.1      Form of Indemnification Agreement for Executive Officers and
            Directors. (5)

  10.2      1996 Equity Participation Plan and Form of Stock Option Agreements.
            (5)

  10.3      Employment Agreement between the Company and Jack P. DeBoer dated as
            of September 1, 1996. (1)

  10.4      Credit Facility Agreement between the Company and Doubletree
            Corporation dated as of November 11, 1996. (2)

  10.5      Subordinated Promissory Note from the Company to Doubletree
            Corporation dated as of November 11, 1996. (2)

  10.6      Employment Agreement between the Company and James Roos dated as of
            June 2, 1997. (4)

  10.7      Series A Cumulative Convertible Preferred Stock Purchase Agreement
            dated as of August 27, 1997. (3)

  10.8      Registration Rights Agreement dated as of September 22, 1997. (3)

  10.9      Purchase and Sale Agreement, dated as of November 19, 1997, by and
            among the Company and certain of its affiliates, as sellers, and HPT,
            as purchaser. (6)

  10.10     Agreement to Lease, dated as of November 19, 1997, by and between the
            Company and HPT. (6)

  10.11     Lease Agreement, dated as of December 24, 1997, by and between HPTCW,
            as landlord, and Candlewood Leasing No. 1, Inc., as tenant. (6)

  10.12     Guaranty Agreement, dated as of December 24, 1997, by the Company for
            the benefit of HPTCW and HPT. (6)

  10.13     Stock Pledge Agreement, dated as of December 24, 1997, by the Company
            for the benefit of HPTCW. (6)

  10.14*    Letter Offer from the Company to James E. Roos dated June 2,1997.

  11.1      Statement re Computation of Per Share Earnings -- not applicable.

  23.1      Consent of Independent Accountants

  27.1*     Financial Data Schedule.
</TABLE>

-------------------------
(1) Incorporated by reference pursuant to Rule 12b-32 from the Company's
    Registration Statement on Form S-1 (Registration No. 333-12021).

(2) Incorporated by reference from the Company's Annual Report on Form 10-K for
    the fiscal year ended December 31, 1996.

(3) Incorporated by reference from the Company's Current Report on Form 8-K
    filed on October 8, 1997.

(4) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
    for the period ended June 30, 1997.

(5) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
    for the period ended September 30, 1997.

(6) Incorporated by reference from the Company's Current Report on Form 8-K
    filed January 7, 1998.

 *  Previously filed.

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