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, 1999                                           333-77055

                               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)

   306 East Main Street, Richmond, VA                             23219
(Address of principal executive offices)                       (Zip Code)

                                 (804) 643-1761
              (Registrant's telephone number, including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      none

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      none

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

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

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 17, 2000, there were outstanding approximately 3,922,923 common shares.




<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

The portions of the registrant's  prospectus dated August 3, 1999, as filed with
the Commission on August 4, 1999 under Rule 424(b) of the Securities Act of 1933
(File No. 333-77055), referred to in Part II of this report (the "Prospectus").

The portions of Supplement No. 5 to the registrant's  prospectus dated March 21,
2000,  as filed with the  Commission  on March 24, 2000 under Rule 424(b) of the
Securities Act of 1933 (File No. 333-77055), referred to in Parts I, II, III and
IV of this report ("Supplement No. 5").

The registrant's Proxy Statement for its 2000 Annual Meeting of Shareholders.


                                     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 finance and (as necessary) refinance its activities as planned, 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.


                                       2


<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
intends to qualify as a real estate investment trust ("REIT") for federal income
tax  purposes,  and to make an  election  to be a REIT when  filing its  initial
income tax return.

At  December  31,  1999,  the  Company  owned,  either  directly  or through its
subsidiaries,  a total of 11  extended-stay  hotels,  which  comprise a total of
1,218  suites.  The Company used the proceeds  from its ongoing  "best  efforts"
offering  of common  shares to purchase  its  hotels.  All of the hotels were in
operation  when the  Company  acquired  them  from  Promus  Hotels,  Inc.  or an
affiliate.  Promus Hotels,  Inc. is a  wholly-owned  subsidiary of Hilton Hotels
Corporation.  All of the Company's  hotels are currently  licensed with Homewood
Suites(R) by Hilton.

Based on business and tax planning considerations, the Company leased its hotels
to Apple Suites  Management,  Inc.,  or a  subsidiary  (together  "Apple  Suites
Management"), under master hotel lease agreements. The sole shareholder of Apple
Suites Management, Inc. is Glade M. Knight, who is a director of the Company and
its Chief  Executive  Officer.  The hotels are  operated  and  managed by Promus
Hotels, Inc. under hotel license agreements and hotel management agreements.

For further  information  about the Company's  investments in real estate or its
business,  see the sections  entitled  "Investment  Objectives and Policies" and
"Business" in the Prospectus,  which are hereby  incorporated by reference.  For
further information about the Company's hotel acquisitions and its subsidiaries,
see the sections  entitled  "Our  Properties"  and  "Property  Acquisitions"  in
Supplement  No. 5, which are  hereby  incorporated  by  reference.  For  further
information on the master hotel lease agreements,  the hotel license  agreements
and the hotel  management  agreements,  see the  section  entitled  "Summary  of
Material  Contracts"  in  Supplement  No.  5,  which is hereby  incorporated  by
reference.

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
have  strong  cash flow growth  potential.  The  Company  intends to pursue this
objective by acquiring extended-stay hotels for long-term ownership.

The Company's primary business objectives are to add value to its current hotels
through  aggressive  asset  management,  and to build and maintain solid working
relationships  with the managers and franchisors for the Company's  hotels.  The
Company seeks to increase operating cash flow and enhance its value through both
internal growth and acquisitions.  The Company's  internal growth strategy is to
utilize its asset  management  expertise to improve the quality of its hotels by
renovating, redeveloping and thereby improving hotel revenue performance, and to
participate,  through  the  master  hotel  lease  agreements,  in any  growth in
revenues  at its  hotels.  The  Company  presently  intends to  concentrate  its
acquisition  growth strategy on a limited number of carefully  selected  upscale
and  full-service  hotel  opportunities  that  meet  the  Company's   investment
criteria.


                                       3


<PAGE>

The Company currently  maintains a relationship  with Hilton,  which has managed
(through  its  subsidiaries)  the  day-to-day  operations  at the  hotels  since
November  30,  1999,  when Hilton  acquired  Promus  Hotels,  Inc.  Hilton owns,
manages,  or  franchises   approximately  1,700  hotels,  resorts  and  vacation
ownership properties.

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 periodic  replacement or  refurbishment of furniture,  fixtures
and equipment.  The Company's  investment in  improvements to its hotels totaled
$290,741 in 1999.

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

Financing

The Company  funded its hotel  acquisitions  with the proceeds  from its ongoing
"best efforts" offering of common shares and with short-term  "bridge financing"
by Promus Hotels, Inc. The financing is evidenced by four promissory notes, each
of which provides for interest at the fixed rate of 8.5% per annum.  At December
31, 1999, the aggregate principal balance under the four notes was approximately
$68.6 million.

On April 20, 1999, the company  obtained a line of credit in a principal  amount
of $1 million with a commercial  bank. The line required  interest at LIBOR plus
1.50%, payable monthly. The principal balance and all accrued interest were paid
in full by September 30, 1999.

For further information about the Company's  financing,  including its plans for
repayment of its existing  short-term  debt, see the sections  entitled  "Recent
Developments"  and  "Description  of Financing"  in Supplement  No. 5, which are
hereby incorporated by reference.

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.


                                       4


<PAGE>


Hotel Operating Performance

Because the Company's  operations  commenced  September 1, 1999, a comparison to
1998 is not  possible.  The  Company's  hotels at December 31, 1999  produced an
average REVPAR of $59, an average occupancy rate of 71%, and an ADR of $83.

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 1999,  real and personal  property taxes incurred by the Company
amounted to $426,592.

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 suite revenue.

Employees

The Company had no employees at December 31, 1999. 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.

Tax Status

The  Company  intends to qualify as a REIT  under  Section  856 of the  Internal
Revenue  Code,  and to make an  election  to be a REIT when  filing its  initial
income tax return.  Under  current  federal  income tax law,  for so long as the
Company  qualifies  as a REIT,  the Company  generally  will not be taxed at the
corporate level to the extent that it currently  distributes at least 95% of its
net taxable income to its shareholders. Even as a REIT, however, the Company may
be  subject  to  certain  federal,  state  and  local  taxes on its  income  and
properties.

Risk Factors

The risk factors for the Company are  described in the sections  entitled  "Risk
Factors" in the Prospectus, and "Recent Developments" in supplement No. 5, which
are hereby incorporated herein by reference.


                                       5


<PAGE>


Environmental Matters

In connection with each of its hotel acquisitions, the Company obtains a Phase I
Environment 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.

REIT Modernization Act

In December 1999, the REIT Modernization Act ("RMA") became law. The RMA becomes
effective after December 31, 2000. The most important  feature of the RMA to the
Company is the  potential  for  operating  its hotels under  certain  conditions
through a taxable REIT subsidiary without using a third party lessee. The master
hotel lease  agreements  provide for termination by the Company based on changes
in law that make the lease  structure  unnecessary.  The  Company  is  currently
evaluating the impact of the RMA on its lease and operating structure.


Item 2.  Properties

At December 31, 1999, the Company owned 11 extended-stay  hotels, which comprise
a total of 1,218 suites.  The hotels are located in eight states.  The following
chart summarizes the hotels owned by the Company:


<TABLE>
<CAPTION>

                            Year           Date            First Lien      Initial             Total         Number
Location                 Completed       Acquired         Encumbrances  Acquisition Cost   Investment (1)   of Suites
--------                 ---------       --------         ------------  ----------------   --------------   ---------

<S>                         <C>                 <C>         <C>                <C>               <C>            <C>
Addison, Texas              1990      September 1999        $7,141,500         $9,500,000        $9,780,937     120
Las Colinas, Texas          1990      September 1999         8,383,500         11,200,000        11,555,748     136
Plano, Texas                1997      September 1999         4,050,000          5,400,000         5,558,623      99
Richmond, Virginia          1998      September 1999         7,050,000          9,400,000         9,667,166     123
Atlanta, Georgia            1990       October 1999          7,350,000          9,800,000        10,199,600     124
Baltimore, Maryland         1998       November 1999        12,261,000         16,348,000        16,857,511     147
Clearwater, Florida         1998       November 1999         7,812,000         10,416,000        10,712,279     112
Detroit, Michigan           1990       November 1999         3,247,500          4,330,000         4,466,485      76
Atlanta, Georgia            1990       November 1999         3,024,750          4,033,000         4,137,785      92
Salt Lake City, Utah        1996       November 1999         3,864,750          5,153,000         5,314,389      98
Jackson, Mississippi        1997       December 1999         4,384,500          5,846,000         5,965,318      91
                                                             ---------          ---------         --------- ---  --

                                                           $68,569,500        $91,426,000       $94,215,841   1,218
                                                           ===========        ===========       ===========   =====
</TABLE>


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

For further  information  about our properties,  see the sections  entitled "Our
Properties"  and  "Description  of  Properties"  in Supplement  No. 5, which are
hereby incorporated by reference.


                                       6


<PAGE>


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 is continuing  its "best  efforts"  offering of its
common shares  pursuant to the  Prospectus  and  Supplement  No. 5. Although the
Company has numerous  beneficial  owners of its common  shares,  as of March 17,
2000 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, 1999:


                                       7


<PAGE>


<TABLE>
<CAPTION>



<S>                 <C>                                                                            <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
                                  1,762,747.00  Common Shares $10 per Common Share                      $ 17,627,476
                                  ------------
                                                                                                 --------------------

Totals:                           3,429,413.67  Common Shares                                           $ 32,627,476
                                  ------------


               Expenses of Issuance and Distribution of Common Shares

                        1.       Underwriting discounts and commissions                                   $3,262,748
                        2.       Expenses of underwriters                                                   $    ---
                        3.       Direct or indirect payments to directors or officers
                        4.       Fees and expenses to third parties                                        $ 773,468
                                                                                                 --------------------

                        Total Expenses of Issuance and Distribution of Common Shares                      $4,036,216

               Net Proceeds to the Company                                                               $28,591,260

                        1.       Purchase of real estate (including repayment of
                        2.       Interest on indebtedness                                                 $1,245,044
                        3.       Working capital                                                          $2,637,622
                        4.       Fees to the following (all affiliates of officers of
                                 a.       Apple Suites Advisors, Inc.                                      $  23,574
                                 b.       Apple Suites Realty Group, Inc.                                 $1,828,520
                        5.       Fees and expenses of third parties:
                                 a.       Legal                                                             $    ---
                                 b.       Accounting                                                        $    ---
                        6.       Other (specify _________)                                                  $    ---
                                                                                                 --------------------

                        Total of Application of Net Proceeds to the Company                              $28,591,260

</TABLE>


Distributions   of  $882,725  were  made  to  the   shareholders   during  1999.
Distributions were $.33 per share for the year ended December 31, 1999.


                                       8


<PAGE>



Item 6.  Selected Financial Data

For the information  called for by this item, see the section entitled "Selected
Financial Data" in Supplement No. 5, which is hereby incorporated 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 / Market Risk Disclosure

For  the  information  called  for  by  this  item,  see  the  section  entitled
"Management's Discussion and Analysis" in Supplement No. 5, which information is
hereby incorporated 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  by  reference.  Item 14 also  contains  the  financial
statements of Apple Suites Management, Inc. and the independent auditors' report
for such statements.


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
Directors"  in the  Company's  Proxy  Statement  for its 2000 Annual  Meeting of
Shareholders,  which  information  is  hereby  incorporated  by  reference.  For
information  with respect to the  Company's  executive  officers see  "Executive
Officers"  in the  Company's  Proxy  Statement  for its 2000  Annual  Meeting of
Shareholders, which information is hereby incorporated by reference.


Item 11.  Executive Compensation

For information with respect to compensation of the Company's executive officers
and directors,  see the information under  "Compensation of Executive  Officers"
and  "Compensation  of Directors" in the Company's  Proxy Statement for its 2000
Annual Meeting of  Shareholders,  which  information is hereby  incorporated  by
reference.


                                       9


<PAGE>


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 2000 Annual Meeting of Shareholders,  which  information
is hereby incorporated 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 2000 Annual  Meeting of  Shareholders,  which  information  is
hereby incorporated 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 by
reference from pages F-42 through F-67 in Supplement No. 5:

            APPLE SUITES, INC.

            Independent Auditors' Report
                     Ernst & Young LLP

            Consolidated Balance Sheets
                     As of December 31, 1999 and March 26, 1999

            Consolidated Statement of Operations
                     For the Period March 26, 1999 through December 31, 1999

            Consolidated Statement of Shareholders' Equity
                     For the Period March 26, 1999 through December 31, 1999

            Consolidated Statement of Cash Flows
                     For the Period March 26, 1999 through December 31, 1999

            Notes to Consolidated Financial Statements

            APPLE SUITES MANAGEMENT, INC.

            Independent Auditors' Report
                     Ernst & Young LLP

            Consolidated Balance Sheet As of December 31, 1999

            Consolidated Statement of Operations and Retained Deficit
                     For the Period March 11, 1999 through December 31, 1999

            Consolidated Statement of Cash Flows
                     For the Period March 11, 1999 Through December 31, 1999

            Notes to Consolidated Financial Statements


                                       10


<PAGE>


         2.  Financial Statement Schedule

                  Schedule  III  -  Real  Estate  and  Accumulated  Depreciation
                  (Included  at the  end of  this  Part  IV on  page  13 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" on pages 16 through 25 of this report.


(b)      Reports on Form 8-K

         During  the last  quarter  of 1999,  the  Company  filed the  following
Current Reports on Form 8-K:

         1. On October 5, 1999, the registrant  filed a Report on Form 8-K dated
September 20, 1999.  The items  reported were 2 and 7. The financial  statements
reported in item 7 were as follows:

         Atlanta -  Galleria/Cumberland;  Dallas - Addison;  Dallas - Irving/Las
         Colinas; North Dallas - Plano; Richmond - West End

         Independent Auditors' Report

         Combined Balance Sheets - December 31, 1998 and December 31, 1997

         Combined  Statements  of  Shareholders'  Equity - Years  ended
         December 31, 1997 and December 31, 1998

         Combined Income Statements - Years ended December 31, 1998 and
         December 31, 1997

         Combined  Statements of Cash Flows - Years ended  December 31,
         1998 and December 31, 1997

         Notes to the Combined Financial Statements - December 31, 1998
         and December 31, 1997

         Combined Balance Sheet - June 30, 1999 (unaudited)


                                       11


<PAGE>


         Combined  Statement of  Shareholders'  Equity - For the Period
         January 1, 1999 through June 30, 1999 (unaudited)

         Combined  Income  Statement  - For the Period  January 1, 1999
         through June 30, 1999 (unaudited)

         Combined  Statement of Cash Flows - For the Period  January 1,
         1999 through June 30, 1999 (unaudited)

         Notes to the  Combined  Financial  Statements - For the Period
         January 1, 1999 through June 30, 1999 (unaudited)

         Apple Suites, Inc. - Pro Forma Condensed Consolidated Balance Sheet
         as of June 30, 1999 (unaudited)

         Apple Suites, Inc. - Pro Form Condensed Consolidated Statement of
         Operations for the Year Ended December 31, 1998 and the Six Months
         Ended June 30, 1999 (unaudited)

         Apple Suites Management, Inc. - Pro Forma Condensed Consolidated
         Statement of Operations for the Year Ended December 31, 1998 and
         the Six Months Ended June 30, 1999 (unaudited)


         2. On October 21,  1999,  the  registrant  filed a Report on Form 8-K/A
dated September 20, 1999. The items reported were 2 and 7.

         3. On December  14,  1999,  the  registrant  filed a Report on Form 8-K
dated  November  29,  1999.  The  items  reported  were 2 and 7.  The  financial
statements reported in item 7 were as follows:

         Atlanta - Peachtree, Baltimore - BWI Airport,
         Clearwater, Detroit - Warren, and Salt Lake City - Midvale

          Independent Auditors' Report

          Combined Balance Sheets - December 31, 1998 and December 31, 1997

          Combined  Statements  of  Shareholders'  Equity - Years  ended
          December 31, 1997 and December 31, 1998

          Combined Income Statements - Years ended December 31, 1998 and
          December 31, 1997

          Combined  Statements of Cash Flows - Years ended  December 31,
          1998 and December 31, 1997

          Notes to the Combined Financial Statements - December 31, 1998
          and December 31, 1997

          Combined Balance Sheet - August 31, 1999 (unaudited)

          Combined  Statement of  Shareholders'  Equity - For the Period
          January 1, 1999 through August 31, 1999 (unaudited)

          Combined  Income  Statement  - For the Period  January 1, 1999
          through August 31, 1999 (unaudited)

          Combined  Statement of Cash Flows - For the Period  January 1,
          1999 through August 31, 1999 (unaudited)

          Notes to the  Combined  Financial  Statements - For the Period
          January 1, 1999 through August 31, 1999 (unaudited)

          Apple Suites, Inc. - Pro Forma Condensed Consolidated Balance Sheet
          as of September 30, 1999 (unaudited)

          Apple Suites, Inc. - Pro Forma Condensed Consolidated Statements
          of Operations for the Year Ended December 31, 1998 and
          the Nine Months Ended September 30, 1999 (unaudited)

          Apple Suites Management, Inc. - Pro Forma Condensed Consolidated
          Statements of Operations for the Year Ended December 31, 1998 and
          the Nine Months Ended September 30, 1999 (unaudited)


                                       12
<PAGE>
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION (AS OF DECEMBER 31, 1999)
<TABLE>
<CAPTION>

                               -----------------------------------------------------------------------
                                                                                   Gross Amount
                                     Initial Cost                                   Carried (2)
                                ---------------------------   Subsequent         ----------------------
                       Encum-                                Capitalized
Description            brances      Land       Bldg. & Imp.     Imp.           Land       Bldg. & Imp.          Total
----------------------------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>           <C>            <C>           <C>          <C>              <C>
1.  Addison,         $7,141,500    $2,090,000    $7,410,000      $280,937     $2,117,035    $7,663,902    $9,780,937
    Texas
2.  Las Colinas,     $8,383,500    $2,800,000    $8,400,000      $355,748     $2,835,140    $8,720,608   $11,555,748
    Texas
3.  Plano,           $4,050,000      $594,000    $4,806,000      $158,623       $600,481    $4,958,142    $5,558,623
    Texas
4.  Richmond,        $7,050,000      $846,000    $8,554,000      $267,166       $858,975    $8,808,191    $9,667,166
    Virginia
5.  Atlanta,         $7,350,000    $2,254,000    $7,546,000      $399,600     $2,282,915    $7,916,685   $10,199,600
    Georgia (Galleria)
6.  Baltimore,      $12,261,000    $1,634,800   $14,713,200      $509,511     $1,671,050   $15,186,461   $16,857,511
    Maryland
7.  Clearwater,      $7,812,000    $2,395,680    $8,020,320      $296,279     $2,853,277    $7,859,002   $10,712,279
    Florida
8.  Detroit,         $3,247,500      $412,240    $3,917,760      $136,485       $526,858    $3,939,627    $4,466,485
    Michigan
9.  Atlanta,         $3,024,750      $519,600    $3,513,400      $104,785     $1,051,850    $3,085,935    $4,137,785
    Georgia (Peachtree)
10. Salt Lake City,  $3,864,750    $1,048,580    $4,104,420      $161,389       $415,557    $4,898,832    $5,314,389
    Utah
11. Jackson,         $4,384,500      $467,680    $5,378,320      $119,318       $469,946    $5,495,372    $5,965,318
    Mississippi
           TOTALS   $68,569,500   $15,062,580   $76,363,420    $2,789,840    $15,683,084   $78,532,757   $94,215,841   (1)
====================================================================================================================
</TABLE>
<TABLE>
<CAPTION>


                                     Date          Date
Description            Acc. Depr.  Constructed    Acquired    Dep. Life
---------------------------------------------------------------------
<S>                       <C>       <C>            <C>           <C>
1.  Addison,             $70,349     1990        Sept 1999    39 yrs.
    Texas
2.  Las Colinas,         $80,052     1990        Sept 1999    39 yrs.
    Texas
3.  Plano,               $46,204     1997        Sept 1999    39 yrs.
    Texas
4.  Richmond,            $80,046     1998        Sept 1999    39 yrs.
    Virginia
5.  Atlanta,             $55,013     1990        Oct 1999     39 yrs.
    Georgia (Galleria)
6.  Baltimore,           $65,349     1998        Nov 1999     39 yrs.
    Maryland
7.  Clearwater,          $34,082     1998        Nov 1999     39 yrs.
    Florida
8.  Detroit,             $17,209     1990        Nov 1999     39 yrs.
    Michigan
9.  Atlanta,             $13,728     1990        Nov 1999     39 yrs.
    Georgia (Peachtree)
10. Salt Lake City,      $21,546     1996        Nov 1999     39 yrs.
    Utah
11. Jackson,             $12,631     1997        Dec 1999     39 yrs.
    Mississippi
          TOTALS        $496,209
================================
</TABLE>

<PAGE>

(1) Represents the aggregate cost for federal income tax purposes.

(2)  The  reconciliation  of the  carrying  amount  of  real  estate  owned  and
accumulated depreciation is as follows:
<TABLE>
<CAPTION>
<S>                                            <C>
Carrying Value
         Beginning balance                  $        --
         Acquisition of hotel properties      91,426,000
         Subsequent costs capitalized          2,789,841

         Balance at December 31, 1999      $  94,215,841

</TABLE>

                                       13
<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
                                                     --------------------
                                                     Glade M. Knight

                                                     Chairman of the Board,
                                                     Chief Executive Officer,
                                                     President and Secretary

                                                     March 30, 2000


         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 30, 2000
--------------------------------------------      President and Secretary
          Glade M. Knight

         /s/ Lisa B. Kern                         Director                                        March 29, 2000
--------------------------------------------
          Lisa B. Kern

         /s/ Bruce H. Matson                      Director                                        March 30, 2000
--------------------------------------------
          Bruce H. Matson

         /s/ Robert M. Wily                       Director                                        March 30, 2000
--------------------------------------------
          Robert M. Wily


</TABLE>



                                       14


<PAGE>


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


         The registrant will send to its security holders an annual report and a
proxy statement subsequent to the filing of this Annual Report on Form 10-K. The
registrant  will furnish copies of such materials to the Securities and Exchange
Commission when they are sent to security holders.


                                       15


<PAGE>




                                          EXHIBIT INDEX

Exhibit
                                          No. Description

1.1               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).

1.2               Escrow Agreement. (Incorporated by reference to the Exhibit of
                  the same number to Form S-11 filed by Apple Suites,  Inc.; SEC
                  File No. 333-77055).

3.1               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               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).

3.3               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               Credit  Agreement  between  the  Registrant  and  First  Union
                  National  Bank.  (Incorporated  by reference to the Exhibit of
                  the same number to Form S-11 filed by Apple Suites,  Inc.; SEC
                  File No. 333-77055).

4.2               Promissory Note to First Union National Bank. (Incorporated by
                  reference to the Exhibit of the same number to Form S-11 filed
                  by Apple Suites, Inc.; SEC File No. 333-77055).

4.3               Guaranty of Glade M. Knight. (Incorporated by reference to the
                  Exhibit of the same number to Form S-11 filed by Apple Suites,
                  Inc.; SEC File No. 333-77055).

4.4               Note dated  September  20, 1999 in the  principal  amount of $
                  26,625,000 made payable by Apple Suites,  Inc. to the order of
                  Promus Hotels, Inc.  (Incorporated by reference to Exhibit 4.1
                  to Current  Report on Form 8-K filed  October 5, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

4.5               Fee and Leasehold Deed of Trust, Assignment of Lease and Rents
                  and Security  Agreement  dated  September  20, 1999 from Apple
                  Suites, Inc. and Apple Suites Management, Inc. for the benefit
                  of Promus Hotels,  Inc.  pertaining to the  Richmond-West  End
                  hotel.  (Incorporated  by  reference to Exhibit 4.2 to Current
                  Report on Form 8-K  filed  October  5,  1999 by Apple  Suites,
                  Inc.; SEC File No. 333-77055).

4.6               Fee and  Leasehold  Deed of Trust,  Assignment  of Leases  and
                  Rents and Security  Agreement  dated  September  20, 1999 from
                  Apple  Suites  REIT  Limited   Partnership  and  Apple  Suites
                  Services Limited Partnership for the benefit of Promus Hotels,
                  Inc. pertaining to the Dallas-Addison hotel.  (Incorporated by
                  reference  to Exhibit 4.3 to Current  Report on Form 8-K filed
                  October  5,  1999  by  Apple  Suites,   Inc.;   SEC  File  No.
                  333-77055).

4.7               Fee and  Leasehold  Deed of Trust,  Assignment  of Leases  and
                  Rents and Security  Agreement  dated  September  20, 1999 from
                  Apple  Suites  REIT  Limited   Partnership  and  Apple  Suites
                  Services Limited Partnership for the benefit of Promus Hotels,
                  Inc.  pertaining  to  the  Dallas-Irving/Las   Colinas  hotel.
                  (Incorporated by reference to Exhibit 4.4 to Current Report on
                  Form 8-K filed October 5, 1999 by Apple Suites, Inc.; SEC File
                  No. 333-77055).

4.8               Fee and  Leasehold  Deed of Trust,  Assignment  of Leases  and
                  Rents and Security  Agreement  dated  September  20, 1999 from
                  Apple  Suites  REIT  Limited   Partnership  and  Apple  Suites
                  Services Limited Partnership for the benefit of Promus Hotels,
                  Inc. pertaining to the North Dallas-Plano hotel. (Incorporated
                  by  reference  to Exhibit  4.5 to  Current  Report on Form 8-K
                  filed  October  5, 1999 by Apple  Suites,  Inc.;  SEC File No.
                  333-77055).


                                       16


<PAGE>


4.9               Note  dated  October  5,  1999 in the  principal  amount  of $
                  7,350,000  made payable by Apple Suites,  Inc. to the order of
                  Promus Hotels, Inc.  (Incorporated by reference to Exhibit 4.1
                  to Current  Report on Form 8-K/A  filed  October  21,  1999 by
                  Apple Suites, Inc.; SEC File No. 333-77055).

4.10              Fee and  Leasehold  Deed to Secure Debt,  Assignment of Leases
                  and Rents and Security  Agreement  dated  October 5, 1999 from
                  Apple Suites,  Inc. and Apple Suites Management,  Inc. for the
                  benefit   of   Promus    Hotels,    Inc.    encumbering    the
                  Atlanta-Galleria/Cumberland  hotel. (Incorporated by reference
                  to Exhibit 4.2 to Current  Report on Form 8-K/A filed  October
                  21, 1999 by Apple Suites, Inc.; SEC File No. 333-77055).

4.11              Fee and  Leasehold  Deed of Trust,  Assignment  of Leases  and
                  Rents and Security  Agreement dated October 5, 1999 from Apple
                  Suites REIT  Limited  Partnership  and Apple  Suites  Services
                  Limited  Partnership  for the benefit of Promus  Hotels,  Inc.
                  imposing   a   second   lien   on   the   Dallas-Addison   and
                  Dallas-Irving/Las  Colinas hotels.  (Incorporated by reference
                  to Exhibit 4.3 to Current  Report on Form 8-K/A filed  October
                  21, 1999 by Apple Suites, Inc.; SEC File No. 333-77055).

4.12              Fee and  Leasehold  Deed of Trust,  Assignment  of Leases  and
                  Rents and Security  Agreement dated October 5, 1999 from Apple
                  Suites REIT  Limited  Partnership  and Apple  Suites  Services
                  Limited  Partnership  for the benefit of Promus  Hotels,  Inc.
                  imposing  a  second  lien  on the  North  Dallas-Plano  hotel.
                  (Incorporated by reference to Exhibit 4.4 to Current Report on
                  Form 8-K/A filed October 21, 1999 by Apple Suites,  Inc.;  SEC
                  File No. 333-77055).

4.13              Negative Pledge  Agreement dated October 5, 1999 between Apple
                  Suites,  Inc.  and  Promus  Hotels,  Inc.  pertaining  to  the
                  Richmond-West End hotel. (Incorporated by reference to Exhibit
                  4.5 to Current  Report on Form 8-K/A filed October 21, 1999 by
                  Apple Suites, Inc.; SEC File No. 333-77055).

4.14              Note dated  November  29,  1999 in the  principal  amount of $
                  30,210,000 made payable by Apple Suites,  Inc. to the order of
                  Promus Hotels, Inc.  (Incorporated by reference to Exhibit 4.1
                  to Current Report on Form 8-K filed December 14, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

4.15              Fee and  Leasehold  Deed to Secure Debt,  Assignment of Leases
                  and Rents and Security  Agreement dated November 29, 1999 from
                  Apple Suites,  Inc. and Apple Suites Management,  Inc. for the
                  benefit   of   Promus   Hotels,   Inc.   pertaining   to   the
                  Atlanta--Peachtree   hotel.   (Incorporated  by  reference  to
                  Exhibit 4.2 to Current  Report on Form 8-K filed  December 14,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

4.16              Fee and  Leasehold  Deed to Secure Debt,  Assignment of Leases
                  and Rents and Security  Agreement dated November 29, 1999 from
                  Apple Suites,  Inc. and Apple Suites Management,  Inc. for the
                  benefit of Promus Hotels, Inc.,  constituting a second lien on
                  the   Atlanta--Galleria/Cumberland   hotel.  (Incorporated  by
                  reference  to Exhibit 4.3 to Current  Report on Form 8-K filed
                  December  14,  1999  by  Apple  Suites,  Inc.;  SEC  File  No.
                  333-77055).

4.17              Purchase Money Fee and Leasehold Deed of Trust,  Assignment of
                  Leases and Rents and  Security  Agreement  dated  November 29,
                  1999 from Apple Suites, Inc. and Apple Suites Management, Inc.
                  for the  benefit  of Promus  Hotels,  Inc.  pertaining  to the
                  Baltimore--BWI  Airport hotel.  (Incorporated  by reference to
                  Exhibit 4.4 to Current  Report on Form 8-K filed  December 14,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

4.18              Fee and Leasehold Mortgage, Assignment of Leases and Rents and
                  Security  Agreement dated November 29, 1999 from Apple Suites,
                  Inc.  and Apple  Suites  Management,  Inc.  for the benefit of
                  Promus  Hotels,  Inc.  pertaining  to  the  Clearwater  hotel.
                  (Incorporated by reference to Exhibit 4.5 to Current Report on
                  Form 8-K filed  December 14, 1999 by Apple Suites,  Inc.;  SEC
                  File No. 333-77055).

4.19              Fee and Leasehold Mortgage, Assignment of Leases and Rents and
                  Security  Agreement dated November 29, 1999 from Apple Suites,
                  Inc.  and Apple  Suites  Management,  Inc.  for the benefit of
                  Promus Hotels, Inc.  pertaining to the Detroit--Warren  hotel.
                  (Incorporated by reference to Exhibit 4.6 to Current Report on
                  Form 8-K filed  December 14, 1999 by Apple Suites,  Inc.;  SEC
                  File No. 333-77055).


                                       17


<PAGE>


4.20              Fee and  Leasehold  Deed of Trust,  Assignment  of Leases  and
                  Rents and Security Agreement and Fixture Filing dated November
                  29, 1999, from Apple Suites, Inc. and Apple Suites Management,
                  Inc., for the benefit of Promus Hotels, Inc. pertaining to the
                  Salt Lake City--Midvale  hotel.  (Incorporated by reference to
                  Exhibit 4.7 to Current  Report on Form 8-K filed  December 14,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

4.21              Deed of Trust Modification  Agreement dated November 29, 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 4.8 to Current  Report on Form 8-K filed
                  December  14,  1999  by  Apple  Suites,  Inc.;  SEC  File  No.
                  333-77055).

4.22              Deed of Trust Modification  Agreement dated November 29, 1999,
                  among  Promus   Hotels,   Inc.,   Apple  Suites  REIT  Limited
                  Partnership  and Apple  Suites  Services  Limited  Partnership
                  pertaining  to  the  Dallas--Addison  and   Dallas--Irving/Las
                  Colinas hotels.  (Incorporated  by reference to Exhibit 4.9 to
                  Current  Report on Form 8-K filed  December  14, 1999 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

4.23              Note dated  December  22,  1999 in the  principal  amount of $
                  4,384,500  made payable by Apple Suites,  Inc. to the order of
                  Promus Hotels, Inc.  (Incorporated by reference to Exhibit 4.1
                  to Current  Report on Form 8-K filed  January 6, 2000 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

4.24              Fee and  Leasehold  Deed of Trust,  Assignment  of Leases  and
                  Rents and  Security  Agreement  dated  December  22, 1999 from
                  Apple Suites,  Inc. and Apple Suites Management,  Inc. for the
                  benefit of Promus  Hotels,  Inc.  pertaining  to the  Jackson,
                  Mississippi  hotel.  (Incorporated by reference to Exhibit 4.2
                  to Current  Report on Form 8-K filed  January 6, 2000 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

4.25              Fee and  Leasehold  Deed to Secure Debt,  Assignment of Leases
                  and Rents and Security  Agreement dated December 22, 1999 from
                  Apple Suites,  Inc. and Apple Suites Management,  Inc. for the
                  benefit of Promus Hotels, Inc.,  constituting a second lien on
                  the Atlanta - Peachtree  hotel  (Incorporated  by reference to
                  Exhibit  4.3 to  Current  Report on Form 8-K filed  January 6,
                  2000 by Apple Suites, Inc.; SEC File No. 333-77055).

4.26              Deed to Secure Debt Modification  Agreement dated December 22,
                  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  4.4 to  Current  Report on Form 8-K filed  January 6,
                  2000 by Apple Suites, Inc.; SEC File No. 333-77055).

4.27              Fee and Leasehold Mortgage, Assignment of Leases and Rents and
                  Security  Agreement dated December 22, 1999 from Apple Suites,
                  Inc.  and Apple  Suites  Management,  Inc.  for the benefit of
                  Promus Hotels, Inc.  constituting a second lien on the Detroit
                  - Warren  hotel  (Incorporated  by reference to Exhibit 4.5 to
                  Current  Report  on Form 8-K  filed  January  6, 2000 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

4.28              Fee and  Leasehold  Deed of Trust,  Assignment  of Leases  and
                  Rents and Security Agreement and Fixture Filing dated December
                  22, 1999, from Apple Suites, Inc. and Apple Suites Management,
                  Inc. for the benefit of Promus  Hotels,  Inc.  constituting  a
                  second   lien  on  the  Salt  Lake   City  -   Midvale   hotel
                  (Incorporated by reference to Exhibit 4.6 to Current Report on
                  Form 8-K filed January 6, 2000 by Apple Suites, Inc.; SEC File
                  No. 333-77055).

4.29              Second Deed of Trust Modification Agreement dated December 22,
                  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 4.7 to Current  Report on Form 8-K filed
                  January  6,  2000  by  Apple  Suites,   Inc.;   SEC  File  No.
                  333-77055).


                                       18


<PAGE>


4.30              Second Deed of Trust Modification Agreement dated December 22,
                  1999,  among Promus  Hotels,  Inc.,  Apple Suites REIT Limited
                  Partnership  and Apple  Suites  Services  Limited  Partnership
                  pertaining  to the Dallas - Addison  and  Dallas -  Irving/Las
                  Colinas  hotels  (Incorporated  by reference to Exhibit 4.8 to
                  Current  Report  on Form 8-K  filed  January  6, 2000 by Apple
                  Suites, Inc.; SEC File No. 333-77055).

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).

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).

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).

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).

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  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).


                                       19


<PAGE>


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).

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).


                                       20


<PAGE>


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).

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).

                                       21


<PAGE>


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).

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 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).


                                       22


<PAGE>


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 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).

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).


                                       23


<PAGE>


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             Negative  Pledge  Agreements  dated  November 29, 1999 between
                  Apple Suites,  Inc. and Promus Hotels,  Inc. pertaining to the
                  Richmond--West  End  hotel.   (Incorporated  by  reference  to
                  Exhibit 10.24 to Current Report on Form 8-K filed December 14,
                  1999 by Apple Suites, Inc.; SEC File No. 333-77055).

10.61             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).

10.62             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).

10.63             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).

10.64             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).


                                       24


<PAGE>


10.65             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).

10.66             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).

10.67             Negative  Pledge  Agreements  dated  December 22, 1999 between
                  Apple Suites,  Inc. and Promus Hotels,  Inc  (Incorporated  by
                  reference to Exhibit 10.7 to Current  Report on Form 8-K filed
                  January  6,  2000  by  Apple  Suites,   Inc.;   SEC  File  No.
                  333-77055).

10.68             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).

10.69             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).

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

99.1              Portions of Apple Suites, Inc. prospectus dated August 3, 1999
                  (File No. 333-77055) (FILED HEREWITH)

99.2              Apple Suites,  Inc. Supplement No. 5 to prospectus dated March
                  21, 2000 (File No. 333-77055)(FILED HEREWITH)


                                       25