<PAGE>


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

                                    FORM 10-K

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

     For the fiscal year ended                            Commission File Number
         December 31, 2001                                       000-30491

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

                Virginia                                       54-1933472
    (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                      Identification Number)

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

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

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

                                      none

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

                           Common Shares, no 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.                             [X]

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

On March 26, 2002, there were outstanding approximately 12,666,677 common
shares.

<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

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

The portions of the registrant's Current Report on Form 8-K/A filed June 28,
2001 referred to in Part I.

The portions of the registrant's Current Report on Form 8-K filed July 2, 2001
referred to in Part I.

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

                                     PART I

Introduction

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

<PAGE>


Item 1.  Business

General

Apple Suites, Inc. (together with its subsidiaries, the "Company") is a Virginia
corporation that was incorporated on March 5, 1999 and commenced operations as
of September 1, 1999. The Company acquires, owns and leases extended-stay hotels
in select metropolitan areas. The Company's focus is on upscale and
residential-style hotels, consisting of one or two bedroom suites. The Company
is operated and has elected to be treated as a real estate investment trust
("REIT") for federal income tax purposes.

At December 31, 2001, the Company owned, either directly or through its
subsidiaries, a total of 17 extended-stay hotels, which comprise a total of
1,922 suites. The Company used the proceeds from its "best efforts" offering of
common shares to purchase its hotels. All of the hotels were in operation at the
time of acquisition and are currently licensed with Homewood Suites(R) by
Hilton.

The Company leases its hotels to a wholly-owned subsidiary, Apple Suites
Management, Inc., under master hotel lease agreements. The hotels are operated
and managed by Promus Hotels, Inc. under hotel license agreements and hotel
management agreements.

Effective January 1, 2001 (the effective date for the REIT Modernization Act),
the Company acquired Apple Suites Management, Inc. and its subsidiaries (the
"Lessee"). During 2000, the Company paid Glade M. Knight, the Company's
president and chairman, a deposit of $900,000 in exchange for all the issued and
outstanding stock of the Lessee. For financial reporting purposes, the Company
recorded the $900,000 of cash plus the fair value of net liabilities assumed of
$513,520 from the Lessee as a management termination fee (total of $1,413,520)
in 2001. Effective January 1, 2001, all inter-company transactions, including
lease revenue and rental expenses, between the Company and the Lessee are
eliminated in consolidation.

Growth Strategies

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

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


                                       2

<PAGE>

The Company believes that its planned future renovation and redevelopment
activities will continue to increase revenue per available room ("REVPAR")
growth at its hotels, thereby increasing lease revenue to the Company. The
Company is committed to fund 5% of suite revenue per month for certain capital
expenditures for the periodic replacement or refurbishment of furniture,
fixtures and equipment. The Company's investment in improvements to its hotels
totaled $4,739,373 since 1999.

The Company believes that acquisition opportunities in upscale extended-stay
hotel markets will continue.

Financing

All of the Company's debt is mortgage debt and is secured by its hotels. At
December 31, 2001, all of this debt is fixed-rate debt with long term
maturities. Less than $1 million in principal is due in each of the next two
years.

On December 28, 2001, the Company placed $9.5 million of secured debt. The loans
are amortized over 25 years and bear interest at a fixed rate of 8.3% per annum,
with a maturity date of January 2012. The loans are payable in monthly
installments, including principal and interest, and are secured by two hotels.
At December 31, 2001, the outstanding balance was $9.5 million. A portion of the
proceeds were used to pay off the outstanding balance of the short term notes to
Hilton.

On August 15, 2001, the Company placed $7.5 million of secured debt. The loan is
amortized over 25 years and bears interest at a fixed rate of 8.14% per annum,
with a maturity date of September 2011. The loan is payable in monthly
installments, including principal and interest, and is secured by one hotel. The
proceeds were used to reduce the outstanding balance of the short-term notes to
Hilton. At December 31, 2001, the outstanding balance was $7,478,423.

In connection with the purchase of the Portland and St. Louis hotels, notes were
executed by the Company payable to Hilton in the amount of $16,500,000. The
notes bore interest at a fixed rate of 8.5% per annum. These notes were paid off
in December, 2001 with proceeds from the secured financings.

On June 1, 2001, the Company placed $10.7 million of secured debt. The loan is
amortized over twenty-five years and bears interest at a fixed rate of 8.15% per
annum with a maturity date of June 2011. The loan is payable in monthly
installments, including principal and interest, and is secured by one hotel. The
proceeds were used to reduce the outstanding balance of the short term notes to
Hilton. At December 31, 2001, the outstanding balance was $10,640,378.

On September 8, 2000, the Company refinanced much of its short-term debt with
loans from a commercial bank in the amount of $60 million. The proceeds were
used to repay four promissory notes the Company executed in 1999 when acquiring
11 of the hotels. The Company has a $50 million secured loan with a term of 10
years. The $50 million loan bears a fixed interest rate of 9% per annum, is
secured by 11 of our hotels and provides for certain prepayment penalties.


                                       3

<PAGE>

The loan is amortized over twenty-five years with a maturity date in September
2010. At December 31, 2001, the outstanding balance was $49,422,447. The
remaining $10 million represented a short-term loan which was repaid on
October 25, 2000 with proceeds from the Company's "best-efforts" offering of
common shares (which concluded on April 17, 2001). The loan bore an interest
rate of 8.6% per annum.

Competition

The Company believes that the hotel industry is highly competitive.  Each of the
Company's hotels is located in a developed area that includes other hotels and
competes for guests primarily with other extended-stay hotels in its immediate
vicinity and secondarily with other hotels in its geographic market. An increase
in the number of competitive hotels in a particular area could have a material
adverse effect on the occupancy, average daily rate ("ADR") and REVPAR of the
Company's hotels in that area. The Company believes that brand recognition,
location, price, and quality (of both the hotel and the services provided) are
the principal competitive factors affecting the Company's hotels.

Hotel Operating Performance

The Company's comparable hotels consist of 11 Homewood Suites(R) by Hilton
hotels, containing 1,218 suites, that the Company has owned since January 1,
2000. Suite revenues for these hotels totaled $29,829,5000 in 2001 compared to
$30,545,124 in 2000, a decline of 2.3%. In 2001, average occupancy for these
hotel properties was 71%, ADR was $94, and RevPAR was $67. Despite an average
occupancy decrease in 2001 of 4.8% from 2000, the hotels experienced only a 2.1%
decrease in RevPAR, which was offset by a 4.6% increase in ADR.

As the Company's operations commenced September 1, 1999, a comparison to 1999 is
not meaningful. For the year ended December 31, 2000 and for the period
September 1, 1999 to December 31, 1999, the Company's hotels produced an average
REVPAR of $71 and $59, an average occupancy rate of 76% and 71%, and an ADR of
$94 and $83, respectively.

Property Taxes and Insurance

Under the master hotel lease agreements, the Company is obligated to pay the
costs of real estate and personal property taxes and property insurance of the
hotels. During 2001, 2000 and 1999, taxes, insurance and other expenses incurred
by the Company totaled $2,297,935; $2,083,533 and $426,592, respectively.

Maintenance

The Company is obligated to pay for the maintenance of underground utilities and
structural elements of the hotels.

The hotels have an ongoing need for renovation and refurbishment. Under the
master hotel lease agreements, the Company must fund expenditures for periodic
repairs, replacement or refurbishment of furniture, fixtures and equipment for
the hotels in an amount of up to 5% of gross revenue.


                                       4

<PAGE>

Employees

All employees involved in the day-to-day operation of the Company's hotels are
employed by the management company engaged pursuant to the hotel management
agreements. Persons working at the corporate headquarters on behalf of the
Company are employees of Apple Suites Advisors, Inc.

Environmental Matters

In connection with each of its hotel acquisitions, the Company obtains a Phase I
Environmental Report and such additional environmental reports and surveys as
are necessitated by such preliminary report. Based on such reports, the Company
is not aware of any environmental situations requiring remediation at its
properties, which have not been or are not currently being remediated as
necessary. No material remediation costs have or are expected to occur.

Property Acquisitions in 2001

The following is a summary of the property acquisitions made by the Company
during 2001.

     On April 26, 2001, the Company acquired the Buckhead/Atlanta Homewood
Suites(R) by Hilton (in Atlanta, Georgia), containing 92 hotel suites, for a
base purchase price of $12.9 million. Further information with respect to this
acquisition and the hotel acquired is hereby incorporated by reference to the
disclosure relating to this hotel in Item 2 of the Company's Report on
Form 8-K/A filed June 28, 2001.

     On June 15, 2001, the Company acquired the Chesterfield Homewood
Suites(R) by Hilton (in St. Louis, Missouri), containing 145 hotel suites, for
a base purchase price of $11.5 million. Also on June 15, 2001, the Company
acquire the Beaverton Homewood Suites(R) by Hilton (in Portland, Oregon),
containing 123 hotel suites, for a base purchase price of $10.5 million. Further
information with respect to these acquisitions and the hotels acquired is hereby
incorporated by reference to the disclosure relating to these hotels in Item 2
of the Company's Report on Form 8-K filed July 2, 2001.

     On June 25, 2001, the Company acquired the Dulles Homewood Suites(R) by
Hilton (in Herndon, Virginia near Washington D.C.), containing 109 hotel suites,
for a base purchase price of $12.8 million.

Item 2.  Properties

At December 31, 2001, the Company owned 17 extended-stay hotels, which comprise
a total of 1,922 suites. The hotels are located in 12 states. The following
chart summarizes the hotels owned by the Company:


                                       5

<PAGE>
<TABLE>
<CAPTION>
                                                                      First Lien       Initial       Total          Num.
                                   Year            Date                 Encum-       Acquistion      Inves-         of
Location                        Completed        Acquired             brances (1)       Cost         tment (2)      Suites
--------                        ---------        --------             -----------       ----         ---------      ------
<S>                               <C>           <C>                   <C>            <C>            <C>              <C>
Dallas/Addison, Texas             1990          September 1999        $5,436,474     $9,500,000     $10,465,034      120
Dallas/Las Colinas, Texas         1990          September 1999         5,634,164     11,200,000      12,253,110      136
Dallas/Plano, Texas               1997          September 1999         2,471,125      5,400,000       5,624,242       99
Richmond, Virginia                1998          September 1999         5,436,474      9,400,000       9,794,179      123
Atlanta/Cumberland, Georgia       1990          October 1999           4,942,249      9,800,000      10,732,488      124
Atlanta/Peachtree, Georgia        1990          November 1999          2,767,660      4,033,000       4,507,792       92
Baltimore, Maryland               1998          November 1999          8,896,050     16,348,000      17,026,552      147
Clearwater, Florida               1998          November 1999          5,930,699     10,416,000      10,752,701      112
Detroit, Michigan                 1990          November 1999          2,471,125      4,330,000       4,964,282       76
Salt Lake City, Utah              1996          November 1999          2,471,125      5,153,000       5,423,952       98
Jackson, Mississippi              1997          December 1999          2,965,350      5,846,000       6,090,685       91
Malvern, Pennsylvania             1998          May 2000                      --     15,489,000      16,149,665      123
Boulder, Colorado                 1991          June 2000             10,640,378     14,885,000      15,827,810      112
Atlanta/Buckhead, Georgia         1997          April 2001                    --     12,800,000      13,388,681       92
St.  Louis, Missouri              2000          June 2001              4,750,000     11,500,000      11,802,116      145
Portland, Oregon                  1998          June 2001              4,750,000     10,500,000      10,792,237      123
Dulles/Washington, D.C.           1998          June 2001              7,478,423     12,750,000      13,115,772      109
                                                                       ---------     ----------      ----------      ---

                                                                     $77,041,296   $169,350,000    $178,711,298    1,922
</TABLE>
(1) "First Lien Encumbrances" consists of the mortgage balances as of December
31, 2001.

(2) "Total Investment" includes the purchase price of the hotel plus real estate
commissions, closing costs and improvements capitalized since the date of
acquisition.

Item 3.  Legal Proceedings

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

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

None.

                                     PART II

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

The Company's common shares are not listed on any exchange or traded in any
public market. The Company completed its "best-efforts" offering of its common
shares on April 17, 2001. Although the Company has numerous beneficial owners of
its common shares, as of March 1,


                                       6

<PAGE>

2002 all such shares were held by one record shareholder, which is the managing
dealer for the Company's best-efforts offering.

The following table sets forth information concerning the offering and the use
of proceeds from the offering as of December 31, 2001:
<TABLE>
<CAPTION>
<C>                     <S>                                                                                 <C>
                     Common Shares Registered:
                                  1,666,666.67  Common Shares $ 9 per Common Share                       $15,000,000
                                 28,500,000.00  Common Shares $10 per Common Share                      $285,000,000
                                 -------------

Totals:                          30,166,666.67  Common Shares
                                 -------------
                           Common Shares Sold:
                                  1,666,666.67  Common Shares $ 9 per Common Share                       $15,000,000
                                 11,000,010.33  Common Shares $10 per Common Share                      $110,000,103
                                 -------------
                                                                                                 --------------------

Totals:                             12,666,677  Common Shares                                           $125,000,103
                                    ----------

               Expenses of Issuance and Distribution of Common Shares

                        1.       Underwriting discounts and commissions                                  $12,500,010
                        2.       Expenses of underwriters                                                       $---
                        3.       Direct or indirect payments to directors or officers
                                 of the Company or their associates, to ten percent
                                 shareholders, or to affiliates of the Company                                  $---
                        4.       Fees and expenses to third parties                                       $1,400,737
                                                                                                 --------------------

                        Total Expenses of Issuance and Distribution of Common Shares                     $13,900,747

               Net Proceeds to the Company                                                              $111,099,356

                        1.       Purchase of real estate (including repayment of
                                 indebtedness incurred to purchase real estate)                          $92,018,155
                        2.       Interest on indebtedness                                                $13,149,049
                        3.       Working capital                                                          $2,091,729
                        4.       Fees to the following (all affiliates of officers of
                                 the Company):
                                 a.       Apple Suites Advisors, Inc.                                       $451,423
                                 b.       Apple Suites Realty Group, Inc.                                 $3,389,000
                        5.       Fees and expenses of third parties:
                                 a.       Legal                                                                 $---
                                 b.       Accounting                                                            $---
                        6.       Other (specify _________)                                                      $---
                                                                                                 --------------------

                        Total of Application of Net Proceeds to the Company                             $111,099,356
</TABLE>

Distributions of $8,871,531, $5,234,423 and $882,725 were made to the common
shareholders during 2001, 2000 and 1999. Distributions were $1.03, $1.02 and
$.33 per share for the years ended December 31, 2001, 2000 and 1999,
respectively.


                                       7

<PAGE>

Item 6.  Selected Financial Data

For the information called for by this item, see the information in Exhibit 13,
2001 Annual Report, under the caption "Selected Financial Data" on page 15
thereof, which is hereby incorporated herein by reference.

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

Item 7 / 7A. Management's Discussion and Analysis of Financial Condition and
Results of Operations / Quantitative and Qualitative Disclosures About Market
Risk

For the information called for by this item, see the information in Exhibit 13,
2001 Annual Report, under the caption "Management's Discussion and Analysis" on
pages 16 through 23 thereof, which information is hereby incorporated herein by
reference.

Item 8.  Financial Statements and Supplementary Data

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

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

None.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

For information with respect to the Company's directors and director nominees
see the information under "Ownership of Equity Securities" and "Election of
Director" in the Company's Proxy Statement for its 2002 Annual Meeting of
Shareholders, which information is hereby incorporated herein by reference. For
information with respect to the Company's executive officers see "Executive
Officers" in the Company's Proxy Statement for its 2002 Annual Meeting of
Shareholders, which information is hereby incorporated herein by reference.


                                       8

<PAGE>

Item 11.  Executive Compensation

For information with respect to compensation of the Company's executive officers
and directors, see the information under "Executive Officers" and "Compensation
of Directors" in the Company's Proxy Statement for its 2002 Annual Meeting of
Shareholders, which information is hereby incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

See the information under "Ownership of Equity Securities" in the Company's
Proxy Statement for its 2002 Annual Meeting of Shareholders, which information
is hereby incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

For information on certain relationships and related transactions, see the
information under "Certain Relationships and Agreements" in the Company's Proxy
Statement for its 2002 Annual Meeting of Shareholders, which information is
hereby incorporated herein by reference.

                                     PART IV

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

(a)      Documents filed as part of the report

1.  Financial Statements

The following consolidated financial statements of the registrant and Apple
Suites Management, Inc. are hereby included in Item 8 and incorporated herein by
reference from Exhibit 13 (2001 Annual Report):

         Independent Auditors' Report
         Ernst & Young LLP

         Consolidated Balance Sheets
         As of December 31, 2001 and 2000

         Consolidated Statements of Operations
         Years Ended December 31, 2001 and 2000 and
         For the Period March 26, 1999 through December 31, 1999

         Consolidated Statements of Shareholders' Equity
         Years Ended December 31, 2001 and 2000, and
         For the Period March 26, 1999 through December 31, 1999


                                       9

<PAGE>

         Consolidated Statement of Cash Flows
         Years Ended December 31, 2001 and 2000, and
         For the Period March 26, 1999 through December 31, 1999

         Notes to Consolidated Financial Statements*

         In Note 8, the numerator shown for 2001 should read "$4,030,649." In
         Note 9, "Distributions paid per share" for the second quarter of 2000
         should read ".2575".

2.  Financial Statement Schedule

Schedule III - Real Estate and Accumulated Depreciation (Included at the end of
this Part IV immediately after page 10 of this report.)

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

3.  Exhibits

Incorporated herein by reference are the exhibits listed under "Exhibit Index"
immediately after the signature page of this report.

(b) Reports on Form 8-K

None (during the fourth quarter of 2001).



                                       10

<PAGE>

                                  SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                            (As of December 31, 2001)
<TABLE>
<CAPTION>



                                                                                                    Subsequently     Gross Amount
                                                                      Initial Cost                  Capitalized       Carried
                                                             --------------------------------      --------------  ---------------
                                                                                                        Bldg.
    Description                            Encumbrances          Land           Bldg.               Imp. & FF&E         Land
    -----------                            ------------          ----          ------              -----------          ----
<S>                                             <C>              <C>             <C>                   <C>             <C>
  Dallas/Addison, Texas                    $  5,436,474     $  2,090,000    $  7,410,000             965,034      $  2,059,342
  Dallas/Las Colinas, Texas                   5,634,164        2,800,000       8,400,000           1,053,110         2,772,387
  Dallas/Plano, Texas                         2,471,125          594,000       4,806,000             224,242           521,203
  Richmond, Virginia                          5,436,474          846,000       8,554,000             394,179           789,943
  Atlanta/Cumberland, Georgia                 4,942,249        2,254,000       7,546,000             932,488         2,201,613
  Atlanta/Peachtree, Georgia                  2,767,660        1,048,580       2,984,420             474,792           953,419
  Baltimore, Maryland                         8,896,050        1,634,800      14,713,200             678,552         1,600,716
  Clearwater, Florida                         5,930,699        2,395,680       8,020,320             336,701         2,687,385
  Detroit, Michigan                           2,471,125          519,600       3,810,400             634,282           507,706
  Salt Lake City, Utah                        2,471,125          412,240       4,740,760             270,952           377,358
  Jackson, Mississippi                        2,965,350          467,680       5,378,320             244,685           447,486
  Philadelphia/Malvern, Pennsylvania               --            619,560      14,869,440             660,665              --
  Boulder, Colorado                          10,640,378        3,423,550      11,461,450             942,810         3,427,898
  Atlanta/Buckhead, Georgia                        --          4,608,000       8,192,000             588,681         4,566,715
  St. Louis, Missouri                         4,750,000        2,070,000       9,430,000             302,116         2,097,996
  Portland, Oregon                            4,750,000        3,045,000       7,455,000             292,237         3,093,479
  Dulles/Washington, D.C                      7,478,423        1,785,000      10,965,000             365,772         1,818,947
                                           ------------              ------------
    Totals                                 $ 77,041,296              $169,350,000
                                           ============              ============

<CAPTION>
                                   Gross Amount Carried
                                   --------------------

                                                                       Deprec.       Date of            Date            Depreciable
   Description                          Bldg. & Imp.    Total           Acc.      Construction        Acquired             Life
   -----------                          -----------     -----          -------     ---------          --------          -----------
<S>                                       <C>          <C>             <C>            <C>           <C>                   <C>
  Dallas/Addison, Texas                 8,405,692  $ 10,465,034 $      643,577        1990          September 1999        39 yrs.
  Dallas/Las Colinas, Texas             9,480,723    12,253,110        726,849        1990          September 1999        39 yrs.
  Dallas/Plano, Texas                   5,103,039     5,624,242        441,836        1997          September 1999        39 yrs.
  Richmond, Virginia                    9,004,236     9,794,179        730,537        1998          September 1999        39 yrs.
  Atlanta/Cumberland, Georgia           8,530,875    10,732,488        657,117        1990          October   1999        39 yrs.
  Atlanta/Peachtree, Georgia            3,554,373     4,507,792        317,207        1990          November  1999        39 yrs.
  Baltimore, Maryland                  15,425,836    17,026,552      1,013,482        1998          November  1999        39 yrs.
  Clearwater, Florida                   8,065,316    10,752,701        559,209        1998          November  1999        39 yrs.
  Detroit, Michigan                     4,456,576     4,964,282        346,104        1990          November  1999        39 yrs.
  Salt Lake City, Utah                  5,046,594     5,423,952        381,232        1996          November  1999        39 yrs.
  Jackson, Mississippi                  5,643,199     6,090,685        377,904        1997          December  1999        39 yrs.
  Philadelphia/Malvern, Pennsylvania   16,149,665    16,149,665        818,870        1998          May       2000        39 yrs.
  Boulder, Colorado                    12,399,912    15,827,810        584,464        1991          June      2000        39 yrs.
  Atlanta/Buckhead, Georgia             8,821,966    13,388,681        218,811        1997          April     2001        39 yrs.
  St. Louis, Missouri                   9,704,120    11,802,116        155,809        2000          June      2001        39 yrs.
  Portland, Oregon                      7,698,758    10,792,237        124,183        1998          June      2001        39 yrs.
  Dulles/Washington, D.C               11,296,825    13,115,772        176,885        1998          June      2001        39 yrs.
                                                   ------------    -----------
    Totals                                         $178,711,298    $ 8,274,076
                                                   ============    ===========
<CAPTION>
                                   <S>                                                                  <C>

                                                                                                        2001
                                   Real estate owned:

                                   Balance as of January 1                                           $ 128,062,847
                                   Acquisition                                                          48,856,607
                                   Improvements                                                          1,791,844
                                                                                                    ---------------
                                   Balance at December 31                                            $ 178,711,298
                                                                                                    ===============


                                   Accumulated depreciation:

                                   Balance as of January 1                                          $    3,486,590
                                   Depreciation expense                                                  4,787,486
                                                                                                    ---------------
                                   Balance at December 31                                              $ 8,274,076
                                                                                                    ===============

                                                                           Net Book Value            $ 170,437,222

</TABLE>


                                       11

<PAGE>


                                   SIGNATURES

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

                             Apple Suites, Inc.


                             By:      /s/ Glade M. Knight
                                -------------------------------    April 1, 2002
                                      Glade M. Knight

                                      Chairman of the Board,
                                      Chief Executive Officer,
                                      and President

                             By:      /s/ David S. McKenney
                                -------------------------------    April 1, 2002
                                      David S. McKenney

                                      Senior Vice President,
                                      Chief Financial Officer
                                      and Treasurer

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

<TABLE>
<CAPTION>
                 Signature                                  Capacities                                Date
                 ---------                                  ----------                                ----
<S>                                               <C>                                             <C>
         /s/ Glade M. Knight                      Director, Chief Executive Officer,              March 29, 2002
--------------------------------------------
         Glade M. Knight                          and President

         /s/ Lisa B. Kern                         Director                                        March 29, 2002
--------------------------------------------
         Lisa B. Kern

         /s/ Bruce H. Matson                      Director                                        March 29, 2002
--------------------------------------------
         Bruce H. Matson

         /s/ Michael S. Waters                    Director                                        March 29, 2002
--------------------------------------------
         Michael S. Waters

         /s/ Robert M. Wily                       Director                                        March 29, 2002
--------------------------------------------
         Robert M. Wily
</TABLE>


                                       12

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                        Description

1                 Agency Agreement between the Registrant and David Lerner
                  Associates, Inc. with form of Selected Dealer Agreement
                  attached as Exhibit A thereto. (Incorporated by reference to
                  the Exhibit of the same number to Form S-11 filed by Apple
                  Suites, Inc.; SEC File No. 333-77055).

2                 Assignment separate from certificate dated January 1, 2001
                  between Glade M. Knight and Apple Suites, Inc. pertaining to
                  all of the outstanding common shares of Apple Suites
                  Management, Inc. (Incorporated by reference to Exhibit 2 to
                  Annual Report on Form 10-K for the year ended December 31,
                  2000; SEC File No. 000-30491).

3.1               Articles of Incorporation of the Registrant. (Incorporated by
                  reference to the Exhibit of the same number to Form S-11 filed
                  by Apple Suites, Inc.; SEC File No. 333-77055).

3.2               Amended and Restated Bylaws of the Registrant. (Incorporated
                  by reference to the Exhibit of the same number to Form S-11
                  filed by Apple Suites, Inc.; SEC File No. 333-77055).

4.1               Note dated May 1, 2000 in the principal amount of $80,000 made
                  payable by Apple Suites Management, Inc. (or a subsidiary) to
                  the order of Apple Suites, Inc. with respect to the Richmond -
                  West End hotel. (Incorporated by reference to Exhibit 4.40 to
                  Post-Effective Amendment No. 3 to Form S-11 Registration
                  Statement, SEC File No. 333-77055, filed on June 20, 2000 by
                  Apple Suites, Inc.).

4.2               Schedule setting forth information on 11 substantially
                  identical notes dated May 1, 2000 in the principal amount of
                  $80,000 made payable to the order of Apple Suites, Inc.
                  (Incorporated by reference to Exhibit 4.41 to Post-Effective
                  Amendment No. 3 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on June 20, 2000 by Apple Suites, Inc.).

4.3               [Omitted]

4.4               [Omitted]

4.5               Amended and Restated Hotel Lease Agreement dated as of
                  November 24, 1999 between Apple Suites SPE I, Inc. as Lessor,
                  and Apple Suites Management, Inc. as Lessee, with respect to
                  the hotel in Salt Lake City, Utah. (Incorporated by reference
                  to Exhibit 4.52 to Post-Effective Amendment No. 5 to Form S-11
                  Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

<PAGE>

4.6               Percentage Lease Subordination and Attornment Agreement dated
                  September 8, 2000, between and Apple Suites Management, Inc.
                  as Lessee, and First Union National Bank as Lender.
                  (Incorporated by reference to Exhibit 4.53 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

4.7               Environmental Indemnity Agreement dated September 8, 2000 from
                  Apple Suites SPE I, Inc. and Apple Suites, Inc. as
                  Indemnitors, in favor of First Union National Bank as Lender
                  with respect to the hotel in Salt Lake City, Utah.
                  (Incorporated by reference to Exhibit 4.54 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

4.8               Schedule setting forth information on 7 substantially
                  identical Amended and Restated Hotel Lease Agreements.
                  (Incorporated by reference to Exhibit 4.55 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

4.9               Schedule setting forth information on 10 substantially
                  identical Percentage Lease Subordination and Attornment
                  Agreements dated September 8, 2000 with First National Bank as
                  Lender. (Incorporated by reference to Exhibit 4.56 to
                  Post-Effective Amendment No. 5 to Form S-11 Registration
                  Statement, SEC File No. 333-77055, filed on September 22, 2000
                  by Apple Suites, Inc.).

4.10              Schedule setting for the information on 10 substantially
                  identical Environmental Indemnity Agreements dated September
                  8, 2000 in favor of First Union National Bank as Lender.
                  (Incorporated by reference to Exhibit 4.57 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

4.11              Promissory Note dated September 8, 2000 in the principal
                  amount of $2,500,000 made payable by Apple Suites SPE I, Inc.
                  to First Union National Bank, with respect to the hotel in
                  Salt Lake City, Utah. (Incorporated by reference to Exhibit
                  10.102 to Post-Effective Amendment No. 5 to Form S-11
                  Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

4.12              Indemnity and Guaranty Agreement dated September 8, 2000 by
                  Apple Suites, Inc., Indemnitor, in favor of First Union
                  National Bank as Lender, with respect to a $2,500,000 loan to
                  Apple Suites SPE I, Inc. as Borrower, with respect to the
                  hotel in Salt Lake City, Utah. (Incorporated by reference to
                  Exhibit 10.103 to Post-Effective Amendment No. 5 to Form S-11
                  Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

4.13              Deed of Trust, Security Agreement and UCC Fixture Filing dated
                  September 8, 2000, from Apple Suites SPE I, Inc., Grantor, to
                  Metro National Title Company, as Trustee for First Union
                  National Bank, Beneficiary with respect to the hotel in Salt
                  Lake City, Utah. (Incorporated by reference to Exhibit 10.104
                  to Post-

<PAGE>

                  Effective Amendment No. 5 to Form S-11 Registration Statement,
                  SEC File No. 333-77055, filed on September 22, 2000 by Apple
                  Suites, Inc.).

4.14              Assignment of Contracts and Permits dated September 8, 2000
                  from Apple Suites SPE I, Inc. as Assignor to First Union
                  National Bank as Assignee with respect to the hotel in Salt
                  Lake City, Utah. (Incorporated by reference to Exhibit 10.105
                  to Post-Effective Amendment No. 5 to Form S-11 Registration
                  Statement, SEC File No. 333-77055, filed on September 22, 2000
                  by Apple Suites, Inc.).

4.15              Assignment of Leases, Rents and Profits dated September 8,
                  2000 by Apple Suites SPE I, Inc. as Assignee in favor of First
                  Union National Bank as Assignee with respect to the hotel in
                  Salt Lake City, Utah. (Incorporated by reference to Exhibit
                  10.106 to Post-Effective Amendment No. 5 to Form S-11
                  Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

4.16              Security Agreement dated September 8, 2000 by Apple Suites SPE
                  I, Inc., Debtor, in favor of First Union National Bank,
                  Secured Party, regarding a $2,500,000 loan with respect to the
                  hotel in Salt Lake City, Utah. (Incorporated by reference to
                  Exhibit 10.107 to Post-Effective Amendment No. 5 to Form S-11
                  Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

4.17              Credit Agreement dated September 8, 2000 between Apple Suites,
                  Inc. and First Union National Bank as Lender. (Incorporated by
                  reference to Exhibit 10.108 to Post-Effective Amendment No. 5
                  to Form S-11 Registration Statement, SEC File No. 333-77055,
                  filed on September 22, 2000 by Apple Suites, Inc.).

4.18              Promissory Note dated September 8, 2000 in the principal
                  amount of $10,000,000 made payable by Apple Suites, Inc. to
                  the order of First Union National Bank. (Incorporated by
                  reference to Exhibit 10.109 to Post-Effective Amendment No. 5
                  to Form S-11 Registration Statement, SEC File No. 333-77055,
                  filed on September 22, 2000 by Apple Suites, Inc.).

4.19              Pledge Agreement dated September 8, 2000 between Apple Suites,
                  Inc. as Pledgor and First Union National Bank as Pledgee.
                  (Incorporated by reference to Exhibit 10.110 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

4.20              Schedule setting forth information on 10 substantially
                  identical promissory notes dated September 8, 2000 in various
                  principal amounts made payable to the order of First Union
                  National Bank. (Incorporated by reference to Exhibit 10.111 to
                  Post-Effective Amendment No. 5 to Form S-11 Registration
                  Statement, SEC File No. 333-77055, filed on September 22, 2000
                  by Apple Suites, Inc.).

4.21              Schedule setting forth information on 10 substantially
                  identical Indemnity and Guaranty Agreements dated September 8,
                  2000 by Apple Suites, Inc. as

<PAGE>

                  Indemnitor in favor of First Union National Bank as Lender.
                  (Incorporated by reference to Exhibit 10.112 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

4.22              Schedule setting forth information on 10 substantially
                  identical Deeds of Trust dated September 8, 2000 with First
                  Union National Bank as Beneficiary. (Incorporated by reference
                  to Exhibit 10.113 to Post-Effective Amendment No. 5 to Form
                  S-11 Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

4.23              Schedule setting forth information on 10 substantially
                  identical Assignments of Contracts and Permits dated September
                  8, 2000 to First Union National Bank as Assignee.
                  (Incorporated by reference to Exhibit 10.114 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

4.24              Schedule setting forth information on 10 substantially
                  identical Assignments of Leases, Rents and Profits dated
                  September 8, 2000 to First Union National Bank as Assignee.
                  (Incorporated by reference to Exhibit 10.115 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

4.25              Schedule setting forth information on 10 substantially
                  identical Security Agreements dated September 8, 2000 in favor
                  of First Union National Bank. (Incorporated by reference to
                  Exhibit 10.116 to Post-Effective Amendment No. 5 to Form S-11
                  Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

4.26              Promissory Note dated June 1, 2001 in the principal amount of
                  $10,700,000 made payable by Apple Suites SPE III, Inc. to
                  First Union National Bank, with respect to the Homewood
                  Suites(R) by Hilton hotel in Boulder, Colorado. (Incorporated
                  by reference to Exhibit 4.1 to Current Report on Form 8-K/A
                  filed June 28, 2001; SEC File No. 000-30491).

4.27              Indemnity and Guaranty Agreement dated as of June 1, 2001 by
                  Apple Suites, Inc. as Indemnitor in favor of First Union
                  National Bank as Lender, in connection with a $10,700,000 loan
                  to Apple Suites SPE III, Inc. as Borrower with respect to the
                  Homewood Suites(R) by Hilton hotel in Boulder, Colorado.
                  (Incorporated by reference to Exhibit 4.2 to Current Report on
                  Form 8-K/A filed June 28, 2001; SEC File No. 000-30491).

4.28              Deed of Trust and Security Agreement dated as of June 1, 2001,
                  from Apple Suites SPE III, Inc. as Grantor to The Public
                  Trustee of the County of Boulder, Colorado as Trustee for the
                  benefit of First Union National Bank as Beneficiary, with
                  respect to the Homewood Suites(R) by Hilton hotel in Boulder,
                  Colorado. (Incorporated by reference to Exhibit 4.3 to Current
                  Report on Form 8-K/A filed June 28, 2001; SEC File No.
                  000-30491).

<PAGE>

4.29              Security Agreement dated as of June 1, 2001 by Apple Suites
                  SPE III, Inc. as Debtor in favor of First Union National Bank
                  as Lender with respect to the Homewood Suites(R) by Hilton
                  hotel in Boulder, Colorado. (Incorporated by reference to
                  Exhibit 4.4 to Current Report on Form 8-K/A filed June 28,
                  2001; SEC File No. 000-30491).

4.30              Assignment of Contracts and Permits dated as of June 1, 2001
                  from Apple Suites SPE III, Inc. as Assignor to First Union
                  National Bank as Assignee with respect to the Homewood
                  Suites(R) by Hilton hotel in Boulder, Colorado. (Incorporated
                  by reference to Exhibit 4.5 to Current Report on Form 8-K/A
                  filed June 28, 2001; SEC File No. 000-30491)

4.31              Assignment of Leases, Rents and Profits dated as of June 1,
                  2001 by Apple Suites SPE III, Inc. as Assignor in favor of
                  First Union National Bank as Assignee with respect to the
                  Homewood Suites(R) by Hilton hotel in Boulder, Colorado.
                  (Incorporated by reference to Exhibit 4.6 to Current Report on
                  Form 8-K/A filed June 28, 2001; SEC File No. 000-30491).

4.32              Percentage Lease Subordination and Attornment Agreement dated
                  as of June 1, 2001 between First Union National Bank as Lender
                  and Apple Suites Management, Inc. as Lessee with respect to
                  the Homewood Suites(R) by Hilton hotel in Boulder, Colorado.
                  (Incorporated by reference to Exhibit 4.7 to Current Report on
                  Form 8-K/A filed June 28, 2001; SEC File No. 000-30491).

4.33              Consent and Agreement of Manager dated as of June 1, 2001 by
                  Apple Suites SPE III, Inc. as Borrower in favor of First Union
                  National Bank as Lender with respect to the Homewood Suites(R)
                  by Hilton hotel in Boulder, Colorado. (Incorporated by
                  reference to Exhibit 4.8 to Current Report on Form 8-K/A filed
                  June 28, 2001; SEC File No. 000-30491).

4.34              Environmental Indemnity Agreement dated as of June 1, 2001 by
                  Apple Suites SPE III, Inc. and Apple Suites, Inc., as
                  Indemnitors, in favor of First Union National Bank, as Lender,
                  with respect to the Homewood Suites(R) by Hilton hotel in
                  Boulder, Colorado. (Incorporated by reference to Exhibit 4.9
                  to Current Report on Form 8-K/A filed June 28, 2001; SEC File
                  No. 000-30491).

4.35              Receipt and Closing Certificate dated June 1, 2001 by Apple
                  Suites SPE III, Inc. as Borrower and Apple Suites, Inc. as
                  Guarantor in favor of First Union National Bank, as Lender,
                  with respect to the Homewood Suites(R) by Hilton hotel in
                  Boulder, Colorado. (Incorporated by reference to Exhibit 4.10
                  to Current Report on Form 8-K/A filed June 28, 2001; SEC File
                  No. 000-30491).

10.1              Advisory Agreement between the Registrant and Apple Suites
                  Advisors, Inc. (Incorporated by reference to the Exhibit of
                  the same number to Form S-11 filed by Apple Suites, Inc.; SEC
                  File No. 333-77055). (Incorporated by reference to the Exhibit
                  of the same number to Form S-11 filed by Apple Suites, Inc.;
                  SEC File No. 333-77055). This is a management contract or
                  compensatory plan or

<PAGE>
                  arrangement required to be filed as an exhibit pursuant to
                  Item 14(c) of Form 10-K.

10.2              Property Acquisition/Disposition Agreement between the
                  Registrant and Apple Suites Realty Group, Inc. (Incorporated
                  by reference to the Exhibit of the same number to Form S-11
                  filed by Apple Suites, Inc.; SEC File No. 333-77055). This is
                  a management contract or compensatory plan or arrangement
                  required to be filed as an exhibit pursuant to Item 14(c) of
                  Form 10-K.

10.3              Apple Suites, Inc. 1999 Incentive Plan. (Incorporated by
                  reference to the Exhibit of the same number to Form S-11 filed
                  by Apple Suites, Inc.; SEC File No. 333-77055). This is a
                  management contract or compensatory plan or arrangement
                  required to be filed as an exhibit pursuant to Item 14(c) of
                  Form 10-K.

10.4              Apple Suites, Inc. 1999 Non-Employee Directors Stock Option
                  Plan. (Incorporated by reference to the Exhibit of the same
                  number to Form S-11 filed by Apple Suites, Inc.; SEC File No.
                  333-77055). This is a management contract or compensatory plan
                  or arrangement required to be filed as an exhibit pursuant to
                  Item 14(c) of Form 10-K.

10.5              Indemnity dated September 20, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Richmond - West End
                  hotel. (Incorporated by reference to Exhibit 10.1 to Current
                  Report on Form 8-K filed October 5, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.6              Indemnity dated September 20, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Dallas - Addison hotel.
                  (Incorporated by reference to Exhibit 10.2 to Current Report
                  on Form 8-K filed October 5, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.7              Indemnity dated September 20, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Dallas - Irving/Las
                  Colinas hotel. (Incorporated by reference to Exhibit 10.3 to
                  Current Report on Form 8-K filed October 5, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

10.8              Indemnity dated September 20, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the to the North Dallas -
                  Plano hotel. (Incorporated by reference to Exhibit 10.4 to
                  Current Report on Form 8-K filed October 5, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

10.9              Master Hotel Lease Agreement dated September 20, 1999 between
                  Apple Suites, Inc. (as lessor) and Apple Suites Management,
                  Inc. (as lessee). (Incorporated by reference to Exhibit 10.5
                  to Current Report on Form 8-K filed October 5, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

10.10             Master Hotel Lease Agreement dated September 20, 1999 between
                  Apple Suites REIT Limited Partnership (as lessor) and Apple
                  Suites Services Limited Partnership (as lessee). (Incorporated
                  by reference to Exhibit 10.6 to Current

<PAGE>

                  Report on Form 8-K filed October 5, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.11             Homewood Suites License Agreement dated September 20, 1999
                  between Promus Hotels, Inc. and Apple Suites Management, Inc.
                  pertaining to the Richmond - West End hotel. (Incorporated by
                  reference to Exhibit 10.7 to Current Report on Form 8-K filed
                  October 5, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.12             Homewood Suites License Agreement dated September 20, 1999
                  between Promus Hotels, Inc. and Apple Suites Services Limited
                  Partnership pertaining to the Dallas - Addison hotel.
                  (Incorporated by reference to Exhibit 10.8 to Current Report
                  on Form 8-K filed October 5, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.13             Homewood Suites License Agreement dated September 20, 1999
                  between Promus Hotels, Inc. and Apple Suites Services Limited
                  Partnership pertaining to the Dallas - Irving/Las Colinas
                  hotel. (Incorporated by reference to Exhibit 10.9 to Current
                  Report on Form 8-K filed October 5, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.14             Homewood Suites License Agreement dated September 20, 1999
                  between Promus Hotels, Inc. and Apple Suites Services Limited
                  Partnership pertaining to the North Dallas - Plano hotel.
                  (Incorporated by reference to Exhibit 10.10 to Current Report
                  on Form 8-K filed October 5, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.15             Management Agreement dated September 20, 1999 between Apple
                  Suites Management, Inc. and Promus Hotels, Inc. pertaining to
                  the Richmond - West End hotel. (Incorporated by reference to
                  Exhibit 10.11 to Current Report on Form 8-K filed October 5,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.16             Management Agreement dated September 20, 1999 between Apple
                  Suites Services Limited Partnership and Promus Hotels, Inc.
                  pertaining to the Dallas- Addison hotel. (Incorporated by
                  reference to Exhibit 10.12 to Current Report on Form 8-K filed
                  October 5, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.17             Management Agreement dated September 20, 1999 between Apple
                  Suites Services Limited Partnership and Promus Hotels, Inc.
                  pertaining to the Dallas - Irving/Las Colinas hotel.
                  (Incorporated by reference to Exhibit 10.13 to Current Report
                  on Form 8-K filed October 5, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.18             Management Agreement dated September 20, 1999 between Apple
                  Suites Services Limited Partnership and Promus Hotels, Inc.
                  pertaining to the North Dallas - Plano hotel. (Incorporated by
                  reference to Exhibit 10.14 to Current Report on Form 8-K filed
                  October 5, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

<PAGE>

10.19             Comfort Letter dated September 20, 1999 among Promus Hotels,
                  Inc., Apple Suites, Inc. and Apple Suites Management, Inc.
                  pertaining to the Richmond - West End hotel. (Incorporated by
                  reference to Exhibit 10.15 to Current Report on Form 8-K filed
                  October 5, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.20             Comfort Letter dated September 20, 1999 among Promus Hotels,
                  Inc., Apple Suites REIT Limited Partnership and Apple Suites
                  Services Limited Partnership pertaining to the Dallas -
                  Addison hotel. (Incorporated by reference to Exhibit 10.16 to
                  Current Report on Form 8-K filed October 5, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

10.21             Comfort Letter dated September 20, 1999 among Promus Hotels,
                  Inc., Apple Suites REIT Limited Partnership and Apple Suites
                  Services Limited Partnership pertaining to the Dallas -
                  Irving/Las Colinas hotel. (Incorporated by reference to
                  Exhibit 10.17 to Current Report on Form 8-K filed October 5,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.22             Comfort Letter dated September 20, 1999 among Promus Hotels,
                  Inc., Apple Suites REIT Limited Partnership and Apple Suites
                  Services Limited Partnership pertaining to the North Dallas -
                  Plano hotel. (Incorporated by reference to Exhibit 10.18 to
                  Current Report on Form 8-K filed October 5, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

10.23             Promissory Note dated September 17, 1999 in the amount of
                  $215,550 made payable by Apple Suites Management, Inc. and
                  Apple Suites Services Limited Partnership to the order of
                  Apple Suites, Inc. (Incorporated by reference to Exhibit 10.19
                  to Current Report on Form 8-K filed October 5, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

10.24             Promissory Note dated September 17, 1999 in the amount of
                  $47,800 made payable by Apple Suites Management, Inc. and
                  Apple Suites Services Limited Partnership to the order of
                  Apple Suites, Inc. (Incorporated by reference to Exhibit 10.20
                  to Current Report on Form 8-K filed October 5, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

10.25             Articles of Incorporation of Apple Suites General, Inc.
                  (Incorporated by reference to Exhibit 10.21 to Current Report
                  on Form 8-K filed October 5, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.26             Bylaws of Apple Suites General, Inc. (Incorporated by
                  reference to Exhibit 10.22 to Current Report on Form 8-K filed
                  October 5, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.27             Articles of Incorporation of Apple Suites LP, Inc.
                  (Incorporated by reference to Exhibit 10.23 to Current Report
                  on Form 8-K filed October 5, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

<PAGE>

10.28             Bylaws of Apple Suites LP, Inc. (Incorporated by reference to
                  Exhibit 10.24 to Current Report on Form 8-K filed October 5,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.29             Certificate of Limited Partnership of Apple Suites REIT
                  Limited Partnership. (Incorporated by reference to Exhibit
                  10.25 to Current Report on Form 8-K filed October 5, 1999 by
                  Apple Suites, Inc.; SEC File No. 333-77055).

10.30             Agreement of Limited Partnership of Apple Suites REIT Limited
                  Partnership. (Incorporated by reference to Exhibit 10.26 to
                  Current Report on Form 8-K filed October 5, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

10.31             Indemnity dated October 5, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Atlanta -
                  Galleria/Cumberland hotel. (Incorporated by reference to
                  Exhibit 10.1 to Current Report on Form 8-K/A filed October 21,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.32             Homewood Suites License Agreement dated October 5, 1999
                  between Promus Hotels, Inc. and Apple Suites Management, Inc.
                  pertaining to the Atlanta - Galleria/Cumberland hotel.
                  (Incorporated by reference to Exhibit 10.2 to Current Report
                  on Form 8-K/A filed October 21, 1999 by Apple Suites, Inc.;
                  SEC File No. 333-77055).

10.33             Management Agreement dated October 5, 1999 between Apple
                  Suites Management, Inc. and Promus Hotels, Inc. pertaining to
                  the Atlanta - Galleria/Cumberland hotel. (Incorporated by
                  reference to Exhibit 10.3 to Current Report on Form 8-K/A
                  filed October 21, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.34             Comfort Letter dated October 5, 1999 among Promus Hotels,
                  Inc., Apple Suites, Inc. and Apple Suites Management, Inc.
                  pertaining to the Atlanta - Galleria/Cumberland hotel.
                  (Incorporated by reference to Exhibit 10.4 to Current Report
                  on Form 8-K/A filed October 21, 1999 by Apple Suites, Inc.;
                  SEC File No. 333-77055).

10.35             Promissory Note dated October 5, 1999 in the amount of $55,800
                  made payable by Apple Suites Management, Inc. and Apple Suites
                  Services Limited Partnership to the order of Apple Suites,
                  Inc. (Incorporated by reference to Exhibit 10.5 to Current
                  Report on Form 8-K/A filed October 21, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.36             Promissory Note dated October 5, 1999 in the amount of $12,400
                  made payable by Apple Suites Management, Inc. and Apple Suites
                  Services Limited Partnership to the order of Apple Suites,
                  Inc. (Incorporated by reference to Exhibit 10.6 to Current
                  Report on Form 8-K/A filed October 21, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

<PAGE>

10.37             Indemnity dated November 29, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Atlanta - Peachtree
                  hotel. (Incorporated by reference to Exhibit 10.1 to Current
                  Report on Form 8-K filed December 14, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.38             Indemnity dated November 29, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Baltimore - BWI Airport
                  hotel. (Incorporated by reference to Exhibit 10.2 to Current
                  Report on Form 8-K filed December 14, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.39             Indemnity dated November 29, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Clearwater hotel.
                  (Incorporated by reference to Exhibit 10.3 to Current Report
                  on Form 8-K filed December 14, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.40             Indemnity dated November 29, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Detroit - Warren hotel.
                  (Incorporated by reference to Exhibit 10.4 to Current Report
                  on Form 8-K filed December 14, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.41             Indemnity dated November 29, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Salt Lake City - Midvale
                  hotel. (Incorporated by reference to Exhibit 10.5 to Current
                  Report on Form 8-K filed December 14, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.42             Exhibits A-3, A-4, A-5, A-6 and A-7, Schedules 2.1(c), 2.1(d),
                  2.1(e), 2.1(f) and 2.1(g), Schedules 3.1(a)-3, 3.1(a)-4,
                  3.1(a)-5, 3.1(a)-6 and 3.1(a)-7, and Schedules 3.1(b)-3,
                  3.1(b)-4, 3.1(b)-5, 3.1(b)-6 and 3.1(b)-7 to the Master Hotel
                  Lease Agreement dated September 20, 1999 between Apple Suites,
                  Inc. (as lessor) and Apple Suites Management, Inc. (as
                  lessee). (Incorporated by reference to Exhibit 10.6 to Current
                  Report on Form 8-K filed December 14, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.43             Homewood Suites License Agreement dated November 29, 1999
                  between Promus Hotels, Inc. and Apple Suites Management, Inc.
                  pertaining to the Atlanta - Peachtree hotel. (Incorporated by
                  reference to Exhibit 10.7 to Current Report on Form 8-K filed
                  December 14, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.44             Homewood Suites License Agreement dated November 29, 1999
                  between Promus Hotels, Inc. and Apple Suites Management, Inc.
                  pertaining to the Baltimore - BWI Airport hotel. (Incorporated
                  by reference to Exhibit 10.8 to Current Report on Form 8-K
                  filed December 14, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.45             Homewood Suites License Agreement dated November 29, 1999
                  between Promus Hotels, Inc. and Apple Suites Management, Inc.
                  pertaining to the Clearwater


<PAGE>

                  hotel. (Incorporated by reference to Exhibit 10.9 to Current
                  Report on Form 8-K filed December 14, 1999 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.46             Homewood Suites License Agreement dated November 29, 1999
                  between Promus Hotels, Inc. and Apple Suites Management, Inc.
                  pertaining to the Detroit - Warren hotel. (Incorporated by
                  reference to Exhibit 10.10 to Current Report on Form 8-K filed
                  December 14, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.47             Homewood Suites License Agreement dated November 29, 1999
                  between Promus Hotels, Inc. and Apple Suites Management, Inc.
                  pertaining to the Salt Lake City - Midvale hotel.
                  (Incorporated by reference to Exhibit 10.11 to Current Report
                  on Form 8-K filed December 14, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.48             Management Agreement dated November 29, 1999 between Apple
                  Suites Management, Inc. and Promus Hotels, Inc. pertaining to
                  the Atlanta - Peachtree hotel. (Incorporated by reference to
                  Exhibit 10.12 to Current Report on Form 8-K filed December 14,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.49             Management Agreement dated November 29, 1999 between Apple
                  Suites Management, Inc. and Promus Hotels, Inc. pertaining to
                  the Baltimore - BWI Airport hotel. (Incorporated by reference
                  to Exhibit 10.13 to Current Report on Form 8-K filed December
                  14, 1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.50             Management Agreement dated November 29, 1999 between Apple
                  Suites Management, Inc. and Promus Hotels Florida, Inc.
                  pertaining to the Clearwater hotel. (Incorporated by reference
                  to Exhibit 10.14 to Current Report on Form 8-K filed December
                  14, 1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.51             Management Agreement dated November 29, 1999 between Apple
                  Suites Management, Inc. and Promus Hotels, Inc. pertaining to
                  the Detroit - Warren hotel. (Incorporated by reference to
                  Exhibit 10.15 to Current Report on Form 8-K filed December 14,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.52             Management Agreement dated November 29, 1999 between Apple
                  Suites Management, Inc. and Promus Hotels, Inc. pertaining to
                  the Salt Lake City - Midvale hotel. (Incorporated by reference
                  to Exhibit 10.16 to Current Report on Form 8-K filed December
                  14, 1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.53             Comfort Letter dated November 29, 1999 among Promus Hotels,
                  Inc., Apple Suites, Inc. and Apple Suites Management, Inc.
                  pertaining to the Atlanta - Peachtree hotel. (Incorporated by
                  reference to Exhibit 10.17 to Current Report on Form 8-K filed
                  December 14, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

<PAGE>

10.54             Comfort Letter dated November 29, 1999 among Promus Hotels,
                  Inc., Apple Suites, Inc. and Apple Suites Management, Inc.
                  pertaining to the Baltimore - BWI Airport hotel. (Incorporated
                  by reference to Exhibit 10.18 to Current Report on Form 8-K
                  filed December 14, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.55             Comfort Letter dated November 29, 1999 among Promus Hotels,
                  Inc., Promus Hotels Florida, Inc. Apple Suites, Inc. and Apple
                  Suites Management, Inc. pertaining to the Clearwater hotel.
                  (Incorporated by reference to Exhibit 10.19 to Current Report
                  on Form 8-K filed December 14, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.56             Comfort Letter dated November 29, 1999 among Promus Hotels,
                  Inc., Apple Suites, Inc. and Apple Suites Management, Inc.
                  pertaining to the Detroit - Warren hotel. (Incorporated by
                  reference to Exhibit 10.20 to Current Report on Form 8-K filed
                  December 14, 1999 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.57             Comfort Letter dated November 29, 1999 among Promus Hotels,
                  Inc., Apple Suites, Inc. and Apple Suites Management, Inc.
                  pertaining to the Salt Lake City - Midvale hotel.
                  (Incorporated by reference to Exhibit 10.21 to Current Report
                  on Form 8-K filed December 14, 1999 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.58             Promissory Note dated November 29, 1999 in the amount of
                  $251,500 made payable by Apple Suites Management, Inc. to the
                  order of Apple Suites, Inc. (Incorporated by reference to
                  Exhibit 10.22 to Current Report on Form 8-K filed December 14,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.59             Promissory Note dated November 29, 1999 in the amount of
                  $52,500 made payable by Apple Suites Management, Inc. to the
                  order of Apple Suites, Inc. (Incorporated by reference to
                  Exhibit 10.23 to Current Report on Form 8-K filed December 14,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.60             Indemnity dated December 22, 1999 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Jackson, Mississippi
                  hotel (Incorporated by reference to Exhibit 10.1 to Current
                  Report on Form 8-K filed January 6, 2000 by Apple Suites,
                  Inc.; SEC File No. 333-77055).

10.61             Schedules 2.1(h), 3.1(a)-8, and 3.1(b)-8 to the Master Hotel
                  Lease Agreement dated September 20, 1999 between Apple Suites,
                  Inc. (as lessor) and Apple Suites Management, Inc. (as lessee)
                  (Incorporated by reference to Exhibit 10.2 to Current Report
                  on Form 8-K filed January 6, 2000 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.62             Homewood Suites License Agreement dated December 22, 1999
                  between Promus Hotels, Inc. and Apple Suites Management, Inc.
                  pertaining to the Jackson, Mississippi hotel (Incorporated by
                  reference to Exhibit 10.3 to Current Report on Form 8-K filed
                  January 6, 2000 by Apple Suites, Inc.; SEC File No.
                  333-77055).

<PAGE>

10.63             Management Agreement dated December 22, 1999 between Apple
                  Suites Management, Inc. and Promus Hotels, Inc. pertaining to
                  the Jackson, Mississippi hotel (Incorporated by reference to
                  Exhibit 10.4 to Current Report on Form 8-K filed January 6,
                  2000 by Apple Suites, Inc.; SEC File No. 333-77055).

10.64             Letter dated December 22, 1999 interpreting Management
                  Agreement dated December 22, 1999 among Apple Suites, Inc.,
                  Promus Hotels, Inc., Promus Hotels Florida, Inc. and Hampton
                  Inns, Inc. pertaining to the Jackson, Mississippi hotel
                  (Incorporated by reference to Exhibit 10.5 to Current Report
                  on Form 8-K filed January 6, 2000 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.65             Comfort Letter dated December 22, 1999 among Promus Hotels,
                  Inc., Apple Suites, Inc. and Apple Suites Management, Inc.
                  pertaining to the Jackson, Mississippi hotel (Incorporated by
                  reference to Exhibit 10.6 to Current Report on Form 8-K filed
                  January 6, 2000 by Apple Suites, Inc.; SEC File No.
                  333-77055).

10.66             Promissory Note dated December 22, 1999 in the amount of
                  $45,000 made payable by Apple Suites Management, Inc. to the
                  order of Apple Suites, Inc. (Hotel Franchise Fees)
                  (Incorporated by reference to Exhibit 10.8 to Current Report
                  on Form 8-K filed January 6, 2000 by Apple Suites, Inc.; SEC
                  File No. 333-77055).

10.67             Promissory Note dated December 22, 1999 in the amount of
                  $9,100 made payable by Apple Suites Management, Inc. to the
                  order of Apple Suites, Inc. (Incorporated by reference to
                  Exhibit 10.9 to Current Report on Form 8-K filed January 6,
                  2000 by Apple Suites, Inc.; SEC File No. 333-77055).

10.68             Indemnity dated May 8, 2000 from Apple Suites, Inc. to Promus
                  Hotels, Inc. pertaining to the Malvern, Pennsylvania hotel.
                  (Incorporated by reference to Exhibit 10.1 to Current Report
                  on Form 8-K filed May 23, 2000 by Apple Suites, Inc.; SEC File
                  No. 000-30491).

10.69             Master Hotel Lease Agreement dated May 8, 2000 between Apple
                  Suites, Inc., as Trustee for Apple Suites Pennsylvania
                  Business Trust (as lessor) and Apple Suites Management, Inc.
                  (as lessee). (Incorporated by reference to Exhibit 10.2 to
                  Current Report on Form 8-K filed May 23, 2000 by Apple Suites,
                  Inc.; SEC File No. 000-30491).

10.70             Homewood Suites License Agreement between Promus Hotels, Inc.
                  and Apple Suites Management, Inc. pertaining to the Malvern,
                  Pennsylvania hotel. (Incorporated by reference to Exhibit 10.3
                  to Current Report on Form 8-K filed May 23, 2000 by Apple
                  Suites, Inc.; SEC File No. 000-30491).

10.71             Management Agreement dated May 8, 2000 between Apple Suites
                  Management, Inc. and Promus Hotels, Inc. pertaining to the
                  Malvern, Pennsylvania hotel. (Incorporated by reference to
                  Exhibit 10.4 to Current Report on Form 8-K filed May 23, 2000
                  by Apple Suites, Inc.; SEC File No. 000-30491).

<PAGE>

10.72             Letter dated May 8, 2000 among Apple Suites, Inc., Hampton
                  Inns, Inc., Promus Hotels Florida, Inc. and Promus Hotels,
                  Inc. pertaining to the repayment of notes made by Apple
                  Suites, Inc. in connection with the purchase of all of its
                  Homewood Suites(R)by Hilton hotels. (Incorporated by reference
                  to Exhibit 10.5 to Current Report on Form 8-K filed May 23,
                  2000 by Apple Suites, Inc.; SEC File No. 000-30491).

10.73             Letter dated May 8, 2000 between Apple Suites, Inc. and Promus
                  Hotels, Inc. pertaining to the release of certain hotel
                  properties as security upon the repayment of certain debt by
                  Apple Suites, Inc. (Incorporated by reference to Exhibit 10.6
                  to Current Report on Form 8-K filed May 23, 2000 by Apple
                  Suites, Inc.; SEC File No. 000-30491).

10.74             Comfort Letter dated May 8, 2000 among Promus Hotels, Inc.,
                  Apple Suites, Inc., as Trustee for Apple Suites Pennsylvania
                  Business Trust and Apple Suites Management, Inc. pertaining to
                  the Malvern, Pennsylvania hotel. (Incorporated by reference to
                  Exhibit 10.7 to Current Report on Form 8-K filed May 23, 2000
                  by Apple Suites, Inc.; SEC File No. 000-30491).

10.75             Promissory Note dated May 8, 2000 in the amount of $55,350
                  made payable by Apple Suites Management, Inc. to the order of
                  Apple Suites, Inc. (Hotel Franchise Fees). (Incorporated by
                  reference to Exhibit 10.9 to Current Report on Form 8-K filed
                  May 23, 2000 by Apple Suites, Inc.; SEC File No. 000-30491).

10.76             Promissory Note dated May 8, 2000 in the amount of $12,300
                  made payable by Apple Suites Management, Inc. to the order of
                  Apple Suites, Inc. (Hotel Supplies). (Incorporated by
                  reference to Exhibit 10.10 to Current Report on Form 8-K filed
                  May 23, 2000 by Apple Suites, Inc.; SEC File No. 000-30491).

10.77             Declaration of Trust of Apple Suites Pennsylvania Business
                  Trust. (Incorporated by reference to Exhibit 10.11 to Current
                  Report on Form 8-K filed May 23, 2000 by Apple Suites, Inc.;
                  SEC File No. 000-30491).

10.78             Ground Lease dated July 1, 1996 between named Landlords and
                  Promus Hotels, Inc. as Tenant, as amended by Amendment to
                  Ground Lease dated as of July 1, 1996 and Second Amendment to
                  Ground Lease and Amendment to Short Form Lease dated as of
                  March 6, 2000. (Incorporated by reference to Exhibit 10.12 to
                  Current Report on Form 8-K filed May 23, 2000 by Apple Suites,
                  Inc.; SEC File No. 000-30491).

10.79             Assignment and Assumption of Lease dated May 8, 2000 by and
                  among named Landlords, Promus Hotels, Inc. as Assignor and
                  Apple Suites, Inc., as Trustee for Apple Suites Pennsylvania
                  Business Trust, as Assignee. (Incorporated by reference to
                  Exhibit 10.13 to Current Report on Form 8-K filed May 23, 2000
                  by Apple Suites, Inc.; SEC File No. 000-30491).

<PAGE>

10.80             Indemnity dated June 30, 2000 from Apple Suites, Inc. to
                  Promus Hotels, Inc. pertaining to the Boulder, Colorado hotel.
                  (Incorporated by reference to Exhibit 10.1 to Current Report
                  on Form 8-K filed July 17, 2000 by Apple Suites, Inc.; SEC
                  File No. 000-30491).

10.81             Schedules 2.1(i), 3.1(a)-9 and 3.1(b)-9 to Master Hotel Lease
                  Agreement dated September 20, 1999 between Apple Suites, Inc.,
                  (as lessor) and Apple Suites Management, Inc. (as lessee).
                  (Incorporated by reference to Exhibit 10.2 to Current Report
                  on Form 8-K filed July 17, 2000 by Apple Suites, Inc.; SEC
                  File No. 000-30491).

10.82             Homewood Suites License Agreement dated June 30, 2000 between
                  Promus Hotels, Inc. and Apple Suites Management, Inc.
                  pertaining to the Boulder, Colorado hotel. (Incorporated by
                  reference to Exhibit 10.3 to Current Report on Form 8-K filed
                  July 17, 2000 by Apple Suites, Inc.; SEC File No. 000-30491).

10.83             Management Agreement dated June 30, 2000 between Apple Suites
                  Management, Inc. and Promus Hotels, Inc. pertaining to the
                  Boulder, Colorado hotel. (Incorporated by reference to Exhibit
                  10.4 to Current Report on Form 8-K filed July 17, 2000 by
                  Apple Suites, Inc.; SEC File No. 000-30491).

10.84             Letter dated June 30, 2000 among Apple Suites, Inc., Apple
                  Suites Management, Inc., Hampton Inns, Inc., Promus Hotels
                  Florida, Inc. and Promus Hotels, Inc. affirming certain letter
                  agreements dated May 8, 2000. (Incorporated by reference to
                  Exhibit 10.5 to Current Report on Form 8-K filed July 17, 2000
                  by Apple Suites, Inc.; SEC File No. 000-30491).

10.85             Comfort Letter dated June 30, 2000 among Promus Hotels, Inc.,
                  Apple Suites, Inc. and Apple Suites Management, Inc.
                  pertaining to the Boulder, Colorado hotel. (Incorporated by
                  reference to Exhibit 10.6 to Current Report on Form 8-K filed
                  July 17, 2000 by Apple Suites, Inc.; SEC File No. 000-30491).

10.86             Promissory Note dated June 30, 2000 in the amount of $50,400
                  made payable by Apple Suites Management, Inc. to the order of
                  Apple Suites, Inc. (Hotel Franchise Fees) (Incorporated by
                  reference to Exhibit 10.8 to Current Report on Form 8-K filed
                  July 17, 2000 by Apple Suites, Inc.; SEC File No. 000-30491).

10.87             Promissory Note dated June 30, 2000 in the amount of $11,200
                  made payable by Apple Suites Management, Inc. to the order of
                  Apple Suites, Inc. (Hotel Supplies) (Incorporated by reference
                  to Exhibit 10.9 to Current Report on Form 8-K filed July 17,
                  2000 by Apple Suites, Inc.; SEC File No. 000-30491).

10.88             Note dated July 1, 2000 in the principal amount of $80,000
                  made payable by Apple Suites Management, Inc. to the order of
                  Apple Suites, Inc. with respect to the Boulder, Colorado
                  hotel. (Incorporated by reference to Exhibit 10.10 to Current
                  Report on Form 8-K filed July 17, 2000 by Apple Suites, Inc.;
                  SEC File No. 000-30491).

<PAGE>

10.89             Apple Suites SPE I, Inc. Articles of Incorporation.
                  (Incorporated by reference to Exhibit 10.93 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 20, 2000 by Apple Suites,
                  Inc.).

10.90             Apple Suites SPE I, Inc. Bylaws. (Incorporated by reference to
                  Exhibit 10.94 to Post-Effective Amendment No. 5 to Form S-11
                  Registration Statement, SEC File No. 333-77055, filed on
                  September 20, 2000 by Apple Suites, Inc.).

10.91             Apple Suites SPE II, Inc. Articles of Incorporation.
                  (Incorporated by reference to Exhibit 10.95 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

10.92             Apple Suites SPE II, Inc. Bylaws. (Incorporated by reference
                  to Exhibit 10.96 to Post-Effective Amendment No. 5 to Form
                  S-11 Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

10.93             Apple Suites General, Inc. Articles of Amendment and
                  Restatement to the Articles of Incorporation. (Incorporated by
                  reference to Exhibit 10.97 to Post-Effective Amendment No. 5
                  to Form S-11 Registration Statement, SEC File No. 333-77055,
                  filed on September 22, 2000 by Apple Suites, Inc.).

10.94             Apple Suites General, Inc. Amended and Restated Bylaws.
                  (Incorporated by reference to Exhibit 10.98 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

10.95             Apple Suites LP, Inc. Articles of Amendment and Restatement to
                  the Articles of Incorporation. (Incorporated by reference to
                  Exhibit 10.99 to Post-Effective Amendment No. 5 to Form S-11
                  Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

10.96             Apple Suites LP, Inc. Amended and Restated Bylaws.
                  (Incorporated by reference to Exhibit 10.100 to Post-Effective
                  Amendment No. 5 to Form S-11 Registration Statement, SEC File
                  No. 333-77055, filed on September 22, 2000 by Apple Suites,
                  Inc.).

10.97             Amended and Restated Limited Partnership Agreement of Apple
                  Suites REIT Limited Partnership. (Incorporated by reference to
                  Exhibit 10.101 to Post-Effective Amendment No. 5 to Form S-11
                  Registration Statement, SEC File No. 333-77055, filed on
                  September 22, 2000 by Apple Suites, Inc.).

10.98             Nonstatutory Stock Option Agreement dated as of August 23,
                  1999 between the registrant and Lisa B. Kern. This is a
                  management contract or compensatory plan or arrangement
                  required to be filed as an exhibit pursuant to Item 14(c) of
                  Form 10-K. (Incorporated by reference to Exhibit 10.113 to
                  Annual Report on Form 10-K for the year ended December 31,
                  2000; SEC File No. 000-30491).

<PAGE>

10.99             Nonstatutory Stock Option Agreement dated as of August 23,
                  1999 between the registrant and Bruce H. Matson. This is a
                  management contract or compensatory plan or arrangement
                  required to be filed as an exhibit pursuant to Item 14(c) of
                  Form 10-K. (Incorporated by reference to Exhibit 10.114 to
                  Annual Report on Form 10-K for the year ended December 31,
                  2000; SEC File No. 000-30491).

10.100            Nonstatutory Stock Option Agreement dated as of August 23,
                  1999 between the registrant and Michael S. Waters. This is a
                  management contract or compensatory plan or arrangement
                  required to be filed as an exhibit pursuant to Item 14(c) of
                  Form 10-K. (Incorporated by reference to Exhibit 10.115 to
                  Annual Report on Form 10-K for the year ended December 31,
                  2000; SEC File No. 000-30491).

10.101            Nonstatutory Stock Option Agreement dated as of August 23,
                  1999 between the registrant and Robert M. Wily. This is a
                  management contract or compensatory plan or arrangement
                  required to be filed as an exhibit pursuant to Item 14(c) of
                  Form 10-K. (Incorporated by reference to Exhibit 10.116 to
                  Annual Report on Form 10-K for the year ended December 31,
                  2000; SEC File No. 000-30491).

10.102            Nonstatutory Stock Option Agreement dated as of June 1, 2000
                  between the registrant and Lisa B. Kern. This is a management
                  contract or compensatory plan or arrangement required to be
                  filed as an exhibit pursuant to Item 14(c) of Form 10-K.
                  (Incorporated by reference to Exhibit 10.117 to Annual Report
                  on Form 10-K for the year ended December 31, 2000; SEC File
                  No. 000-30491).

10.103            Nonstatutory Stock Option Agreement dated as of June 1, 2000
                  between the registrant and Bruce H. Matson. This is a
                  management contract or compensatory plan or arrangement
                  required to be filed as an exhibit pursuant to Item 14(c) of
                  Form 10-K. (Incorporated by reference to Exhibit 10.118 to
                  Annual Report on Form 10-K for the year ended December 31,
                  2000; SEC File No. 000-30491).

10.104            Nonstatutory Stock Option Agreement dated as of June 1, 2000
                  between the registrant and Michael S. Waters. This is a
                  management contract or compensatory plan or arrangement
                  required to be filed as an exhibit pursuant to Item 14(c) of
                  Form 10-K. (Incorporated by reference to Exhibit 10.119 to
                  Annual Report on Form 10-K for the year ended December 31,
                  2000; SEC File No. 000-30491).

10.105            Nonstatutory Stock Option Agreement dated as of June 1, 2000
                  between the registrant and Robert M. Wily. This is a
                  management contract or compensatory plan or arrangement
                  required to be filed as an exhibit pursuant to Item 14(c) of
                  Form 10-K. (Incorporated by reference to Exhibit 10.120 to
                  Annual Report on Form 10-K for the year ended December 31,
                  2000; SEC File No. 000-30491).

10.106            Apple Suites SPE III, Inc. Articles of Incorporation.
                  (Incorporated by reference to Exhibit 10.1 to Current Report
                  on Form 8-K/A filed June 28, 2001; SEC File No. 000-30491).

<PAGE>

10.107            Apple Suites SPE III, Inc. Bylaws. (Incorporated by reference
                  to Exhibit 10.2 to Current Report on Form 8-K/A filed June 28,
                  2001; SEC File No. 000-30491).

10.108            Management Agreement dated as of April 26, 2001 between Apple
                  Suites Management, Inc. and Promus Hotels, Inc. with respect
                  to the Buckhead/Atlanta Homewood Suites(R) by Hilton hotel.
                  (Incorporated by reference to Exhibit 10.3 to Current Report
                  on Form 8-K/A filed June 28, 2001; SEC File No. 000-30491).

10.109            Amendment to Management Agreement dated as of May 10, 2001
                  between Apple Suites Management, Inc. and Promus Hotels, Inc.
                  with respect to the Buckhead/Atlanta Homewood Suites(R) by
                  Hilton hotel. (Incorporated by reference to Exhibit 10.4 to
                  Current Report on Form 8-K/A filed June 28, 2001; SEC File No.
                  000-30491).

10.110            Franchise License Agreement dated as of April 26, 2001 between
                  Promus Hotels, Inc. and Apple Suites Management, Inc. with
                  respect to the Buckhead/Atlanta Homewood Suites(R) by Hilton
                  hotel. (Incorporated by reference to Exhibit 10.5 to Current
                  Report on Form 8-K/A filed June 28, 2001; SEC File No.
                  000-30491).

10.111            Guarantee of Franchise License Agreement by Apple Suites, Inc.
                  dated April 26, 2001 in connection with the Buckhead/Atlanta
                  Homewood Suites(R) by Hilton hotel. (Incorporated by reference
                  to Exhibit 10.6 to Current Report on Form 8-K/A filed June 28,
                  2001; SEC File No. 000-30491).

10.112            Hotel Lease Agreement dated as of April 26, 2001 between Apple
                  Suites, Inc. as lessor and Apple Suites Management, Inc. as
                  lessee with respect to the Buckhead/Atlanta Homewood Suites(R)
                  by Hilton hotel. (Incorporated by reference to Exhibit 10.7 to
                  Current Report on Form 8-K/A filed June 28, 2001; SEC File No.
                  000-30491).

13                Portions of the registrant's 2001 Annual Report (with the
                  exception of the information incorporated by reference in
                  Items 6, 7, and 14 of the Form 10-K, no other information
                  appearing in the 2001 Annual Report is to be deemed filed as a
                  part of this Form 10-K Report). (FILED HEREWITH)

21                Subsidiaries of Apple Suites, Inc. (FILED HEREWITH)

23                Consent of Ernst & Young LLP. (FILED HEREWITH)

99.1              Portions of Current Report on Form 8-K/A filed June 28, 2001
                  (SEC File No. 000-30491). (FILED HEREWITH)

99.2              Portions of Current Report on Form 8-K filed July 2, 2001
                  (SEC File No. 000-30491). (FILED HEREWITH)