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

                                    FORM 10-Q

                                   (Mark One)

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 2000.

                                       or

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from ______________ to ______________

                        Commission File Number: 33-78866
                             ----------------------

                              MOA HOSPITALITY, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                               33-0166914
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                     Identification No.)
                             ----------------------

                           701 Lee Street, Suite 1000
                           Des Plaines, Illinois 60016
                                 (847) 803-1200
          (Address,  including zip code,  and telephone  number,  including area
             code, of registrant's principal executive offices)
                             ----------------------

     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


Number of shares of Common Stock,  $.01 par value  outstanding as of
December 1, 2000: 800,000

<PAGE>




                               INDEX TO FORM 10-Q

                                                                        Page
PART I    FINANCIAL INFORMATION

Item 1.   Financial Statements
          Condensed  consolidated  balance sheets -                       2
          March 31, 2000 (unaudited) and December 31, 1999.

          Condensed consolidated statements of operations -               3
          Three months ended March 31, 2000 and 1999 (unaudited).

          Condensed consolidated statements of cash flows -               4
          Three months ended March 31, 2000 and 1999 (unaudited).

          Notes to condensed  consolidated  financial  statements -       5
          March 31, 2000 (unaudited).


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

          General                                                         8

          Results of Operations                                           9

          Liquidity and Capital Resources                                12


PART II   OTHER INFORMATION

Item 1.   Legal Proceedings                                              13

Item 2.   Changes in Securities                                          13

Item 3.   Defaults upon Senior Securities                                13

Item 4.   Submission of Matters to a Vote of Security Holders            13

Item 5.   Other Information                                              13

Item 6.   Exhibits and Reports on Form 8-K                               13


Signatures                                                               14


<PAGE>
                         PART I - FINANCIAL INFORMATION

          Item 1.             Financial Statements

                     MOA HOSPITALITY, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)


                                                      March 31,   December 31,
                                                         2000        1999
                                                    -----------   ------------
                                                    (Unaudited)
ASSETS
 Current Assets:
 Cash and cash equivalents                          $    5,973    $     4,422
 Accounts receivable from property operations            1,808          1,814
 Operating supplies and prepaid expenses                 2,072          1,968
 Current portion of mortgage and notes receivable          675          1,608
                                                    -----------   ------------
 Total Current Assets                                   10,528          9,812
 Investment property:
  Operating properties,
  net of accumulated depreciation                      250,302        256,609
  Land held for development                              5,248          4,938
                                                    -----------   ------------
 Total investment property                             255,550        261,547
 Other Assets:
 Deposits and other assets                               5,977          5,532
 Mortgage and other notes receivable,
  less current portion                                  27,291         23,448
 Financing and other deferred costs, net of
  accumulated amortization of $11,654 in 2000
  and $10,925 in 1999                                   12,882         12,866
                                                    -----------   ------------
 Total Other Assets                                     46,150         41,846
                                                    -----------   ------------
    Total Assets                                    $  312,228    $   313,205
                                                    ===========   ============


LIABILITIES, MINORITY INTERESTS AND
 STOCKHOLDERS' EQUITY
 Current Liabilities:
 Trade accounts payable                             $    1,917    $     1,714
 Real estate taxes payable                               2,006          2,018
 Accrued interest payable                                4,024          2,713
 Other accounts payable and accrued expenses             8,172         10,194
 Other liabilities - tenant sites                       17,647         11,501
 Current portion of long-term debt                      24,290         13,154
                                                    -----------   ------------
 Total Current Liabilities                              58,056         41,294

 Net deferred tax liability                                310            105

 Long-term debt, less current portion:
 Mortgage and other notes payable                      204,345        211,525
 12% Senior Subordinated Notes, net of unamortized
    discount of $1,025 in 2000 and $1,401 in 1999       33,380         43,501
                                                    -----------   ------------
 Total Long-term debt, excluding current portion       237,725        255,026
                                                    -----------   ------------
 Total Liabilities                                     296,091        296,425
                                                    -----------   ------------
 Minority Interests                                      1,687          1,709
 Stockholders' equity:
 Common stock, $.01 par value, 1,500,000 shares
    authorized; 800,000 shares issued and
    outstanding                                              8              8
    Additional paid-in capital                          15,294         15,294
    Retained earnings                                     (852)          (231)
                                                    -----------   ------------
 Total stockholders' equity                             14,450         15,071
                                                    -----------   ------------

    Total liabilities and Stockholders' Equity      $  312,228    $   313,205
                                                    ===========   ============


 See accompanying  notes to condensed  consolidated  financial statements.

<PAGE>

                     MOA HOSPITALITY, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (Unaudited, in thousands except share data)


                                                         Three Months Ended
                                                               March 31
                                                    ---------------------------
                                                        2000            1999
                                                    -----------     -----------

   Revenues:
     Motel operating revenues                       $   14,658      $   20,975
     Lease revenues                                      1,894             229
     Vending revenues                                      223             184
     Other revenues                                        671             344
                                                    -----------     -----------
   Total revenues                                       17,446          21,732
   Costs and expenses:
     Motel operating expenses                            9,666          13,377
     Marketing and royalty fees                          1,055           1,435
     General and administrative                          1,374           2,643
     Lease expenses                                        120               3
     Vending expenses                                      190             142
     Depreciation and amortization                       3,636           3,611
                                                    -----------     -----------
   Total direct expenses                                16,041          21,211
                                                    -----------     -----------
   Net operating income                                  1,405             521
   Interest expense                                      6,527           7,306
                                                    -----------     -----------
   Loss from operations                                 (5,122)         (6,785)
   Minority interests                                       22              13
   Gain on sale of properties                              391             374
                                                    -----------     -----------
   Loss before income taxes
       and extraordinary item                           (4,709)         (6,398)
   Income tax benefit                                   (1,833)         (2,490)
                                                    -----------     -----------
   Loss before extraordinary item                       (2,876)         (3,908)
   Gain on early extinguishment of debt, net of
      applicable income taxes of $1,437                  2,255               -
                                                    -----------     -----------
   Net loss                                         $     (621)     $   (3,908)
                                                    ===========     ===========

   Net loss per common share:
     Loss before extraordinary item                      (3.60)          (4.89)
     Extraordinary item                                   2.82               -
                                                    -----------     -----------
     Net loss per common share (basic and diluted)  $    (0.78)     $    (4.89)
                                                    ===========     ===========

   Weighted average number of
     common shares outstanding                         800,000         800,000
                                                    ===========     ===========



 See  accompanying  notes  to  condensed  consolidated financial statements.

<PAGE>

                     MOA HOSPITALITY, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)

<TABLE>
<CAPTION>

                                                                      Three Months Ended
                                                                           March 31
                                                                   ------------------------
                                                                      2000          1999
                                                                   ----------   -----------
<S>                                                                <C>          <C>
Cash flows used in operating activities:
  Net loss                                                         $    (621)   $   (3,908)
  Adjustments to reconcile net income (loss) to
    cash provided by operating activities:
  Depreciation, amortization and accretion of
    discount on notes                                                  3,655         3,706
  Minority interests of others in net income (loss)
    from operations                                                      (22)          (13)
  Deferred income taxes                                                  205           (24)
  Gain on early extinguishment of debt                                (3,692)            -
  Gain on sale of properties                                            (391)         (374)
  Change in assets and liabilities:
  (Increase) decrease in assets:
      Accounts receivable                                                  6          (510)
      Operating supplies, prepaid expenses,
        deposits and other assets                                       (975)       (6,588)
    Increase (decrease) in liabilities:
        Accounts payable and accrued expenses                         (2,016)          378
        Accrued interest payable                                       1,311         2,420
                                                                   ----------   -----------
Net cash used in operating activities                                 (2,540)       (4,913)
Cash flows provided by investing activities:
  Acquisition and development of investment properties                  (311)          (16)
  Refurbishment of investment properties                              (1,781)       (2,306)
  Net proceeds from sale of investment properties                      1,540         2,467
  Cash restricted for refurbishment of properties                       (177)        1,426
  Collections on mortgage and other notes receivable                   1,117           106
                                                                   ----------   -----------
Net cash provided by investing activities                                388         1,677
Cash flows provided by financing activities:
  Proceeds from notes payable                                          6,579        36,880
  Repayment of notes payable                                          (2,623)      (32,566)
  Distributions to minority interests                                      -             -
  Deferred financing costs                                              (253)       (1,070)
                                                                   ----------   -----------
Net cash provided by financing activities                              3,703         3,244
                                                                   ----------   -----------
Net increase in cash and cash equivalents                              1,551             8
Cash and cash equivalents at beginning of period                       4,422        19,582
                                                                   ----------   -----------
Cash and cash equivalents at end of period                         $   5,973    $   19,590
                                                                   ==========   ===========

Supplementary disclosure of cash flow information:
       Cash paid during the period for interest                    $   5,158    $    4,780
                                                                   ==========   ===========
       Cash paid (net of refunds received) during the
            period for income taxes                                $       -    $     (268)
                                                                   ==========   ===========
</TABLE>

   See  accompanying  notes to condensed  consolidated  financial statements.

<PAGE>



                     MOA HOSPITALITY, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2000
                                   (Unaudited)

1.  Basis of Presentation

         The accompanying  unaudited  interim condensed  consolidated  financial
statements have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  all
adjustments   (consisting  only  of  normal  recurring  adjustments)  considered
necessary for a fair presentation have been included.  Operating results for the
three-month  period ended March 31, 2000 are not  necessarily  indicative of the
results that may be expected for the year ended  December 31, 2000.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto included in MOA  Hospitality,  Inc. and  Subsidiaries'  Annual Report on
Form  10-K for the year  ended  December  31,  1999.  The  terms  "MOA"  and the
"Company"   mean  MOA   Hospitality,   Inc.   and  its   subsidiaries.   Certain
reclassifications  of  prior-period  amounts  have  been  made to  conform  with
current-period  presentation  which have not changed operations or stockholders'
equity.

2.  Divestitures

         In January  through  March 2000,  the Company  leased  seventeen of its
operating  properties to third party  operators  under terms similar to previous
operating leases executed by the Company.

         In January  through  March 2000,  the Company sold three of its lodging
facilities for approximately $5.8 million consisting of $1.8 million of cash and
$4.0  million in notes  receivable.  One property was sold for gain of $391,000.
The other two properties  were sold at a loss in the amount of $808,000 that was
previously  recorded  at  December  31,  1999  as part  of the  impairment  loss
provision.

         In April through  November 30, 2000,  the Company  leased an additional
seventeen of its lodging facilities to third party operators under terms similar
to previous operating leases executed by the Company.

         In April  through  November  30,  2000,  the  Company  sold four of its
lodging facilities for approximately $12.7 million consisting of $9.1 million of
cash and $3.6 million in notes receivable. The Company also sold a vacant parcel
of land for its carrying value.

3.       Mortgage and Other Notes Payable

         In January  2000,  the Company  borrowed $1.7 million at prime
plus .5% with monthly principal payments of $212,500 due October 1, 2000.

         In February 2000, the Company issued a promissory  note in the
amount of $460,000 for a parcel of land in Cody,  WY bearing no interest and due
July 15, 2000.

         In March 2000,  the Company  repurchased  an additional  $10.5
million of the 12% Senior  Subordinated  Notes from an  affiliate  for a pre-tax
gain of $3.7.  As part of the  transaction  the Company  assumed a $4.4  million
margin account loan with an annual interest rate of 9%.



         In April 2000, the Company  borrowed  $2,100,000 at 9.25% with
monthly principal and interest  payments of $19,408 due in seven years,  secured
by one property in Merrimack, New Hampshire.

         In May 2000, the Company borrowed $3,300,000 at 10.5% for four
years with monthly principal and interest payments of
$84,491.


4.       Income Taxes

         Income tax expense  differs  from the amounts  computed by applying the
U.S. federal income tax rate of 34% to income before income taxes principally as
a result of state income taxes.

5.       Contingencies

         The  Company is involved  in various  other legal  proceedings
arising in the ordinary  course of  business.  The Company does not believe that
any of these  actions,  either  individually  or in the  aggregate,  will have a
material  adverse  effect on the  Company's  business,  results of operations or
financial condition.

         The Company remains contingently liable on a $2.3 million note
arising  from a sale of a motel in 1997 in a  transaction  where  the  purchaser
assumed an existing mortgage loan secured by the property.
<PAGE>

6.       Segments

         As of  March  31,  2000  the  Company,  directly  and  through
subsidiaries, owned 123 lodging facilities in 39 states. The Company owns a 100%
interest in all but two of its properties.  The Company operates  sixty-three of
its motels and leases  sixty of its motels to third  party  tenants  pursuant to
operating leases.  The Company  separately  evaluates the performance of each of
its motels.


                                                      Three months ended
                                                           March 31
                                                 ----------------------------
                                                    2000              1999
                                                 ----------       -----------
Motel operations:
  Motel operating revenue:
    Room revenues                                $  13,436        $   19,605
    Ancillary motel revenues                         1,222             1,370
                                                 ----------       -----------
       Total motel operating revenues               14,658            20,975
  Motel costs and expenses:
    Motel operating expenses                         9,666            13,235
    Marketing and royalty fees                       1,055             1,435
    Depreciation and amortization                    2,379             3,153
                                                 ----------       -----------
       Total motel direct expenses                  13,100            17,823
                                                 ----------       -----------
                                                     1,558             3,152
Lease Operations
    Lease revenues                                   1,894               229
    Lease expenses                                     120                 3
    Depreciation and amortization                    1,074               205
                                                 ----------       -----------
                                                       700                21
Vending Operations
    Vending revenues                                   223               184
    Vending expenses                                   190               142
    Depreciation and amortization                       47                52
                                                 ----------       -----------
                                                       (14)              (10)

Corporate Operations
  Other revenues                                       671               344
  General and administrative expenses:
    Management Company Operations                    1,102             2,422
    Construction/Acquisition and Divestiture           154               237
    Vending - general and administrative               118               126
                                                 ----------       -----------
      Total general and administrative expenses      1,374             2,785
Depreciation and amortization                          136               201
                                                 ----------       -----------
                                                      (839)           (2,642)
                                                 ----------       -----------
Net operating income                                 1,405               521
  Interest expense                                   6,527             7,306
                                                 ----------       -----------
Loss from operations                                (5,122)           (6,785)
  Minority interests                                    22                13
  Gain on sale of properties                           391               374
                                                 ----------       -----------
Loss before income taxes                            (4,709)           (6,398)
  Income tax expense  (benefit)                     (1,833)           (2,490)
                                                 ----------       -----------
Net loss before extraordinary item                  (2,876)           (3,908)
  Gain on early extinguishment of debt               2,255                 -
                                                 ----------       -----------
Net Loss                                         $    (621)       $   (3,908)
                                                 ==========       ===========



Total Assets:
Motel Operations                                 $ 179,700        $  276,626
Lease Operations                                    97,082            19,546
Other Operations                                    35,446            17,033
                                                 ----------       -----------
                                                 $ 312,228        $  313,205
                                                 ==========       ===========


<PAGE>





Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


CERTAIN  STATEMENTS UNDER THE CAPTION  "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF
FINANCIAL  CONDITION  AND RESULTS OF  OPERATIONS,"  CONSTITUTE  "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE  SECURITIES  LITIGATION REFORM ACT
OF 1995  AND AS  SUCH,  SPEAK  ONLY AS OF THE DATE  MADE.  SUCH  FORWARD-LOOKING
STATEMENTS  INVOLVE KNOWN AND UNKNOWN RISKS AND  UNCERTAINTIES AND OTHER FACTORS
WHICH MAY CAUSE THE ACTUAL  RESULTS,  PERFORMANCE OR ACHIEVEMENTS OF THE COMPANY
TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,  PERFORMANCE OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING  STATEMENTS.  SUCH FACTORS INCLUDE,
AMONG  OTHERS,  THE  FOLLOWING:  THE  COMPANY'S  ABILITY  TO  OBTAIN  FINANCING,
COMPETITION,  INTEREST  RATE  FLUCTUATIONS,  OR GENERAL  BUSINESS  AND  ECONOMIC
CONDITIONS.

THIS  DISCUSSION  SHOULD  BE READ IN  CONJUNCTION  WITH  THE  INTERIM  CONDENSED
CONSOLIDATED  HISTORICAL  FINANCIAL  STATEMENTS  OF THE  COMPANY  AND THE  NOTES
THERETO INCLUDED ELSEWHERE HEREIN. THE SUPPLEMENTAL HISTORICAL OPERATING RESULTS
PRESENTED  BELOW FOR THE THREE  MONTHS  ENDED  MARCH 31, 2000 AND 1999 HAVE BEEN
PREPARED  ON THE SAME BASIS AS THE  INTERIM  CONDENSED  CONSOLIDATED  HISTORICAL
FINANCIAL STATEMENTS AND, IN THE OPINION OF THE COMPANY, INCLUDE ALL ADJUSTMENTS
(CONSISTING  ONLY OF NORMAL RECURRING  ADJUSTMENTS)  NECESSARY TO PRESENT FAIRLY
THE INFORMATION SET FORTH THEREIN.

General

         MOA operates  principally in the economy limited service segment of the
lodging industry.  As a result, its average room rates tend to be lower than the
average  room rates of full  service  lodging  facilities.  However,  due to the
limited  nature of the public space and ancillary  services  provided by limited
service  motels,  the  Company's  expenses  tend to be lower  than those of full
service lodging facilities. The profitability of the lodging industry in general
is  significantly  dependent upon room rental rates and occupancy  rates. Due to
the fixed nature of a relatively high portion of the Company's expenses, changes
in either room rates or  occupancy  rates result in  significant  changes in the
operating profit of the Company's motels.



<PAGE>




Three Months Ended March 31, 2000 Compared to the Three Months Ended
March 31, 1999

     The following  chart  presents  certain  historical  operating  results and
statistics  discussed  herein  and is  being  provided  as a  supplement  to the
condensed consolidated financial statements presented elsewhere herein. (certain
of the 1999 numbers have been reclassified to conform to the 2000 presentation):
<TABLE>
<CAPTION>

                                                          Supplemental Operating Results and Statistics
                                               ---------------------------------------------------------------------
                                                                           (unaudited)

                                                                   Three Months Ended March 31
                                               ---------------------------------------------------------------------
                                                  Motels Owned           Acquisitions/
                                                  Both Periods           Divestitures             Consolidated
                                               -------------------     ------------------    -----------------------
                                                2000       1999          2000     1999         2000          1999
                                               --------   --------     --------- --------    ----------   ----------
                                                            (dollars in thousands, except Other data)
<S>                                            <C>        <C>          <C>       <C>         <C>          <C>
Motel operations:
  Motel operating revenues:
    Room revenues                              $12,207    $11,194      $  1,229  $ 8,411     $  13,436    $  19,605
    Ancillary motel revenues                     1,045        942           177      428         1,222        1,370
                                               --------   --------     --------- --------    ----------   ----------
      Total motel operating revenues            13,252     12,136         1,406    8,839        14,658       20,975
  Motel costs and expenses:
    Motel operating expenses                     7,896      7,405         1,770    5,830         9,666       13,235
    Marketing and royalty fees                     931        812           124      623         1,055        1,435
    Depreciation and amortization                1,798      1,690           581    1,463         2,379        3,153
                                               --------   --------     --------- --------    ----------   ----------
      Total motel direct expenses               10,625      9,907         2,475    7,916        13,100       17,823
                                               --------   --------     --------- --------    ----------   ----------
                                               $ 2,627    $ 2,229      $ (1,069) $   923         1,558        3,152
                                               ========   ========     ========= ========

Lease operations:
    Lease revenues                                                                               1,894          229
    Lease operating expenses                                                                       120            3
    Depreciation and amortization                                                                1,074          205
                                                                                             ----------   ----------
                                                                                                   700           21
Vending operations:
    Vending operating revenues                                                                     223          184
    Vending operating expenses                                                                     190          142
    Depreciation and amortization                                                                   47           52
                                                                                             ----------   ----------
                                                                                                   (14)         (10)
Corporate operations:
  Other revenues, net                                                                              671          344

  General and administrative expenses:
    Management Company Operations                                                                1,102        2,422
    Construction/Acquisition
        and Divestiture                                                                            154          237
    Vending general and administrative                                                             118          126
                                                                                             ----------   ----------
      Total general and administrative expenses                                                  1,374        2,785
  Depreciation and amortization                                                                    136          201
                                                                                             ----------   ----------
                                                                                                  (839)      (2,642)
                                                                                             ----------   ----------
Net operating income                                                                         $   1,405    $     521
                                                                                             ==========   ==========

Other data:
Number of motels at period end (5)                  62         62             1       60            63          122
Number of rooms at period end (5)                5,370      5,390            70    4,339         5,440        9,729
Occupancy percentage (5)                         58.50%     55.21%        50.20%   55.18%        58.39%       54.99%
ADR (1) (5)                                    $ 42.69    $ 41.79      $  47.80  $ 36.70     $   46.47    $   38.87
REVPAR (2) (5)                                 $ 27.11    $ 25.01      $  24.98  $ 21.28     $   29.60    $   22.87
Net operating income margin (3)                                                                   8.77%        2.44%
Net motel revenue margin (4) (5)                 34.82%     33.97%         6.39%   28.37%        29.30%       32.16%
</TABLE>

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

(1) ADR represents room revenues divided by the total number of rooms occupied.
(2) REVPAR represents total motel operating revenues divided by the total number
    of rooms  available.
(3) Net operating income margin represents net operating income divided by
    total motel operating revenues plus lease revenues plus vending revenues
    plus corporate other revenues.
(4) Net motel revenue margin represents total motel operating revenues less
    motel operating expenses and marketing and royalty fees, divided by motel
    room revenues.
(5) At March 31, 2000 and for the three months then ended,  excludes  amounts
    related to the 60 motels which are leased to third party tenants.




<PAGE>



         Total revenues consist principally of motel operating  revenues.  Motel
operating  revenues are derived from room rentals and ancillary  motel  revenues
such as charges to guests for food and beverage service, long distance telephone
calls, and fax machine use. Lease revenues are derived from properties leased to
third parties.  Vending  revenues are derived from vending  machines used in the
motels and also vending machines placed in non owned  locations.  Other revenues
include  interest  income,  and  other  miscellaneous   income.  Total  revenues
decreased  to  $17,446,000  for the  three  months  ended  March  31,  2000 from
$21,732,000  for the three months ended March 31, 1999, a decrease of $4,287,000
or 19.7%.

         Motel  revenues  decreased  to  $14,658,000  for the three months ended
March 31, 2000 from  $20,975,000  for the three  months  ended March 31, 1999, a
decrease of $6,317,000 or 30.1%. The motel revenues for motels owned during both
periods increased approximately  $1,116,000 and revenues for motels acquired and
divested  since  January 1, 1999  decreased by  $7,433,000.  Motel  revenues for
motels owned during both periods  increased 9.2%. The increase in motel revenues
for motels owned during both periods was attributable to a combined  increase in
the average  daily rate ("ADR") and the occupancy  rate.  The ADR for the motels
owned during both  periods  increased to $42.69 for the three months ended March
31, 2000 from $41.79 for the three months  ended March 31, 1999,  an increase of
$0.90 or 2.2%. The occupancy for the motels owned during both periods  increased
to 58.5% for the three  months  ended  March 31,  2000 from 55.21% for the three
months ended March 31, 1999,  an increase of 3.3%.  Revenue per  available  room
("REVPAR")  for motels  owned  during both  periods  increased to $27.11 for the
three  months  ended March 31, 2000 from $25.01 for the three months ended March
31, 1999, an increase of $2.10 or 8.4%. The acquired and divested  motels had an
occupancy  percentage  of 50.2%,  an ADR of $47.80  and REVPAR of $24.98 for the
period, which they were owned by the Company in 2000.

         Motel operating expenses include payroll and related costs,  utilities,
repairs and maintenance,  property taxes, insurance,  linens and other operating
supplies.  Motel operating expenses decreased to $9,666,000 for the three months
ended March 31, 2000 from $13,235,000 for the three months ended March 31, 1999,
a net  decrease of  $3,569,000  or 27.0%.  Motel  operating  expenses for motels
acquired and divested  since  January 1, 1999  decreased to  $1,770,000  for the
three  months  ended March 31, 2000 from  $5,830,000  for the three months ended
March 31, 1999, a decrease of  $4,060,000  or 69.6%.  The decrease was partially
offset by an increase of $491,000 or 6.6% in the costs of  operating  the motels
owned  during both  periods.  The cost of  operating  motels  owned  during both
periods  increased to $7,895,000  for the three months ended March 31, 2000 from
$7,405,000  for the three months ended March 31, 1999. The increase in operating
costs is principally due to increased labor and related costs and an increase in
repairs and maintenance  expenditures.  Motel operating expenses as a percentage
of motel  revenues  increased to 65.9% for the three months ended March 31, 2000
from 63.1% for the three months ended March 31, 1999.  Motel operating  expenses
as a percentage of motel revenues for the motels owned in both periods decreased
to 59.6% for the three  months  ended  March 31,  2000 from  61.0% for the three
months ended March 31, 1999.

         Marketing and royalty fees include media advertising,  billboard rental
expense,  advertising fund contributions and royalty charges paid to franchisors
and other related  marketing  expenses.  Marketing and royalty fees decreased to
$1,055,000  for the three  months ended March 31, 2000 from  $1,435,000  for the
three  months  ended  March 31,  1999,  a decrease  of  $380,000  or 26.5%.  The
marketing  and royalty fees for motels  owned  during both periods  increased to
$931,000 for the three  months ended March 31, 2000 from  $812,000 for the three
months  ended March 31, 1999,  an increase of $119,000 or 14.7%.  For the motels
owned during both  periods,  marketing  and royalty fees as a percentage of room
revenues  increased  to 7.6% for the three months ended March 31, 2000 from 7.3%
for the three months ended March 31, 1999. The increase in marketing and royalty
fees for motels  owned in both  periods  are  principally  due to an increase in
motel room revenues. Marketing and royalty fees for motels acquired and divested
since January 1, 1999 decreased to $124,000 for the three months ended March 31,
2000 from  $623,000 for the three months  ended March 31, 1999.  Franchise  fees
declined due to the leasing of properties to third parties.
<PAGE>


         Lease operations increased to $700,000 for the three months ended March
31, 2000 from $21,000 for the three months ended March 31, 1999,  an increase of
$679,000,  which results from an increase to 60 leased  properties with an asset
value of $97,082,000 at March 31, 2000 compared with 10 leased  properties  with
an asset value of $19,546,000 at March 31, 1999.

         Vending  operations  decreased to ($14,000)  for the three months ended
March 31, 2000 from  ($10,000)  for the three  months  ended March 31,  1999,  a
decrease of $4,000 or 40.0 %

         Corporate  general and  administrative  expenses are  segregated by the
Company   into   three   separate   areas:    Management   Company   Operations,
Construction/Acquisition  and  Divestiture  Division  and  Vending  general  and
administrative.  Included in the  Management  Company  Operations,  which is the
division  responsible for the motel  operations,  are the costs  associated with
training, marketing, purchasing,  administrative support, property related legal
and accounting  costs. The major  components of these costs are salaries,  wages
and  related  expenses,  travel,  rent and other  administrative  expenses.  The
general  and  administrative  expenses  for the  Management  Company  Operations
decreased  $1,320,000  to  $1,102,000  for the three months ended March 31, 2000
from $2,422,000 for the three months ended March 31, 1999, an decrease of 54.5%.
The general and administrative expenses associated with Construction/Acquisition
and Divestiture  Division  decreased  $83,000 from $237,000 for the three months
ended March 31,  1999 to $154,000  for the three  months  ended March 31,  2000.
Vending General and Administrative expenses decreased $8,000 to $118,000 for the
three months ended March 31, 2000 from $126,000 for the three months ended March
31, 1999. As a percentage of total motel operating revenues,  Management Company
Operations  general and  administrative  expenses  was 7.5% for the three months
ended March 31, 2000 and 11.5% for the three months ended March 31, 1999.

         Depreciation  and  amortization  increased to $3,636,000  for the three
months ended March 31, 2000 from $3,611,000 for the three months ended March 31,
1999, a net increase of $25,000 or .7%.

         Net operating income increased to $1,405,000 for the three months ended
March 31, 2000 from  $521,000  for the three  months  ended March 31,  1999,  an
increase of $884,000 or 169.7%.  The increase in net operating income included a
decrease  of  $2,368,000  in net  motel  revenues  (motel  revenues  less  motel
operating  expenses and marketing and royalty fees). Of the $2,368,000  decrease
in net motel  revenues,  an increase of $506,000  resulted from the motels owned
during  both  periods or an  increase of 12.9%.  Net motel  revenues  for motels
acquired and divested since January 1, 1999 decreased $2,874,000.  The remaining
net increase is a result of the increased  leasing  activities and the reduction
of management  general and  administrative  expenses.  Net operating income as a
percent of total  revenues was 9.6% for the three months ended March 31, 2000 as
compared to 2.5% for the three months ended March 31, 1999.

         Interest  expense  decreased to  $6,527,000  for the three months ended
March 31, 2000 from  $7,306,000  for the three  months  ended March 31,  1999, a
decrease of $779,000.  The  decrease in interest  expense is  reflective  of the
lower average amount of outstanding  borrowings during the first quarter of 2000
as compared to the first quarter 1999.

         Net loss  decreased  to $621,000  for the three  months ended March 31,
2000 from  $3,908,000  for the three months ended March 31, 1999  primarily as a
result of an increase of $884,000 in net operating  income and an  extraordinary
gain of  $2,255,000 on  extinguishment  of a portion of the  subordinated  notes
payable.

<PAGE>


Liquidity and Capital Resources

         The  Company's  primary  uses of its  capital  resources  include  debt
service,   capital   expenditures  and  working  capital.  In  addition,   on  a
discretionary  basis,  the  Company  utilizes  its  capital  resources  for  the
development and acquisition of motel properties.

           The Company's debt service  requirements consist of the obligation to
make interest and principal payments on its outstanding indebtedness.

                    In January 2000, the Company  borrowed $1.7 million at prime
plus .5% with monthly principal payments of $212,500 due October 1, 2000.

                      In March 2000, the Company repurchased an additional $10.5
million of the 12% Senior Subordinated Notes from an
affiliate for a net gain of $3.7. As part of the transaction the Company assumed
a $4.4 million margin account  liability with an annual interest rate of 9% paid
monthly and due on demand.

           The  Company  believes  it has or will be  able  to  obtain  adequate
resources to meet its near-term maturing debt and other obligations.

         The Company's  capital  expenditure  requirements  principally  include
capital  improvements and refurbishment of its lodging facilities as part of its
ongoing operating strategy to provide  well-maintained  facilities.  The Company
made  capital  expenditures   (exclusive  of  acquisitions  and  development  of
properties)  of $1,781,000  and  $2,306,000 for the three months ended March 31,
2000 and 1999, respectively.  In addition, as of March 31, 2000, the Company had
$2,028,000 of cash restricted for future  refurbishment of motel properties,  in
accordance with certain debt agreements.  Management is not aware of any unusual
required level of future capital expenditures necessary to maintain its existing
properties.

         For the three months ended March 31,  2000,  cash and cash  equivalents
increased  $1,551,000.  This increase consisted of $388,000 of funds provided by
investing  activities and  $3,703,000 of funds provided by financing  activities
and $2,450,000 of funds used in operations. Net investing activities of $388,000
include: $311,000 of cash utilized for motel development and $1,781,000 expended
on refurbishment of existing  properties,  offset by $2,657,000 of cash provided
from the sale of investment  properties  and  collections  on mortgage and other
notes receivable and a change in cash restricted for  refurbishment of $177,000.
Cash used in financing activities includes: $2,623,000 of cash utilized to repay
indebtedness;  and $253,000 of cash used for deferred  financing costs and other
items offset by $6,579,000 from proceeds from notes payable.

Impact of Year 2000

           The Company has had no material  effects as a result of the year 2000
implementation.



<PAGE>




                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         The  Company is involved in various  legal  proceedings  arising in the
ordinary  course of  business.  The Company  does not believe  that any of these
actions,  either individually or in the aggregate,  will have a material adverse
effect on the Company's business,  results of operations or financial condition.
See Note 5 of the Notes to the Condensed Consolidated Financial Statements.

Item 2.  Changes in Securities

         Not Applicable

Item 3.  Defaults upon Senior Securities

         Not Applicable

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

         Not Applicable

Item 5.  Other Information

         Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits:

         Not Applicable

         (b) Reports on Form 8-K:

         Not Applicable


<PAGE>




                                                     SIGNATURES

         Pursuant to the  requirements  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.

                                                  MOA HOSPITALITY, INC.




December 1, 2000                By:    /s/  Kurt M. Mueller
                                -------------------------------------
                                Kurt M. Mueller
                                President and Chief Financial Officer


December 1, 2000                By:    /s/   Blane P. Evans
                                -------------------------------------
                                Blane P. Evans
                                Secretary and Treasurer