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  September 30, 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 31, 2000:   800,000.


<PAGE>


                               INDEX TO FORM 10-Q

                                                                          Page
  Part I     Financial Information

  Item 1.    Financial Statements

             Condensed consolidated balance sheets - September 30, 2000     2
             (unaudited) and December 31, 1999.

             Condensed consolidated statements of operations -              3
             Three months ended September 30, 2000 and 1999
             and Nine months ended September 30, 2000 and 1999
             (unaudited).

             Condensed consolidated statements of cash flows -              4
             Nine months ended September 30, 2000 and 1999
             (unaudited).

             Notes to condensed consolidated financial statements -         5
             September 30, 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                               15


  Part II    Other Information

  Item 1.    Legal Proceedings                                             16

  Item 2.    Changes in Securities                                         16

  Item 3.    Defaults upon Senior Securities                               16

  Item 4.    Submission of Matters to a Vote of Security Holders           16

  Item 5.    Other Information                                             16

  Item 6.    Exhibits and Reports on Form 8-K                              16


  Signatures                                                               17




<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.                       Financial Statements

                     MOA HOSPITALITY, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)


                                                   September 30,   December 31,
                                                       2000             1999
                                                   -------------   -------------
                                                    (unaudited)
ASSETS
Current Assets:
  Cash and cash equivalents                        $     13,041    $      4,422
  Accounts receivable from property operations            2,122           1,814
  Operating supplies and prepaid expenses                 1,928           1,968
  Current portion of mortgage and notes receivable          660           1,608
                                                   -------------   -------------
  Total Current Assets                                   17,751           9,812
Investment property:
  Operating properties,
   net of accumulated depreciation                      238,959         256,609
  Land held for development                               6,328           4,938
                                                   -------------   -------------
  Total investment property                             245,287         261,547
Other Assets:
  Deposits and other assets                              10,841           5,532
  Mortgage and other notes receivable,
   less current portion                                  25,105          23,448
  Financing and other deferred costs,
   net of accumulated amortization of
   $13,154 in 2000 and $10,925 in 1999                   12,291          12,866
                                                   -------------   -------------
  Total Other Assets                                     48,237          41,846
                                                   -------------   -------------
   Total Assets                                    $    311,275    $    313,205
                                                   =============   =============

LIABILITIES, MINORITY INTERESTS AND
  STOCKHOLDERS' EQUITY
Current Liabilities:
  Trade accounts payable                           $        793    $      1,714
  Real estate taxes payable                               1,455           2,018
  Accrued interest payable                                4,771           2,713
  Other accounts payable and accrued expenses             6,254          10,194
  Other liabilities - tenant sites                       26,307          11,501
  Current portion of long-term debt                      28,538          13,154
                                                   -------------   -------------
  Total Current Liabilities                              68,118          41,294

Net deferred tax liabilty                                 2,526             105

Long-term debt, less current portion:
  Mortgage and other notes payable                      191,475         211,525
  12% Senior Subordinated Notes, net of
   unamortized discount of $925 in 2000
   and $1,401 in 1999                                    33,480          43,501
                                                   -------------   -------------
  Total Long-term debt, excluding current portion       224,955         255,026
                                                   -------------   -------------
  Total Liabilities                                     295,599         296,425
                                                   -------------   -------------

  Minority Interests                                      1,720           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 (deficit)                            (1,346)           (231)
                                                   -------------   -------------
  Total Stockholders' Equity                             13,956          15,071
                                                   -------------   -------------
   Total Liabilities and Stockholders' Equity      $    311,275    $    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)

<TABLE>
<CAPTION>

                                                     Three Months Ended           Nine Months Ended
                                                        September 30                 September 30
                                                 -------------------------    -------------------------
                                                     2000          1999           2000          1999
                                                 -----------   -----------    -----------   -----------
<S>                                              <C>           <C>            <C>           <C>
Revenues:
  Motel operating revenues                       $   17,458    $   30,027     $   47,442    $   77,743
  Lease revenues                                      2,822           709          7,334         1,339
  Vending revenues                                      287           263            767           711
  Other revenues                                        766           635          2,235         1,658
                                                 -----------   -----------    -----------   -----------
Total revenues                                       21,333        31,634         57,778        81,451
Costs and expenses:
  Motel operating expenses                            7,759        14,679         25,530        42,703
  Marketing and royalty fees                          1,188         2,116          3,380         5,350
  General and administrative                          1,463         1,976          4,309         8,234
  Lease expenses                                        115            83            310            99
  Vending expenses                                      338           207            761           515
  Depreciation and amortization                       3,829         2,982         10,988        10,199
                                                 -----------   -----------    -----------   -----------
Total direct expenses                                14,692        22,043         45,278        67,100
                                                 -----------   -----------    -----------   -----------
Net operating income                                  6,641         9,591         12,500        14,351
Interest expense                                      6,180         7,627         19,025        22,330
                                                 -----------   -----------    -----------   -----------
Income (loss) from operations                           461         1,964         (6,525)       (7,979)
Minority interests                                      (35)          (11)           (11)          (16)
Gain (loss) on sale of properties                       (67)          358          1,017         2,010
                                                 -----------   -----------    -----------   -----------
Income (loss) before income taxes
   and extraordinary item                               359         2,311         (5,519)       (5,985)
Income tax expense (benefit)                            140           932         (2,148)       (2,215)
                                                 -----------   -----------    -----------   -----------
Income (loss) before extraordinary item                 219         1,379         (3,371)       (3,770)
Gain on early extinguishment of debt, net of
   applicable income taxes of $1,437                      -             -          2,255             -
                                                 -----------   -----------    -----------   -----------
Net Income (loss)                                $      219    $    1,379     $   (1,116)   $   (3,770)
                                                 ===========   ===========    ===========   ===========

Income (loss) per common share:
   Income (loss) before extraordinary item       $     0.27    $     1.72     $    (4.21)   $    (4.71)
   Extraordinary item                                     -             -           2.82                  -
                                                 -----------   -----------    -----------   -----------
   Net Income (loss) per common share
    (basic and diluted)                          $     0.27    $     1.72     $    (1.39)   $    (4.71)
                                                 ===========   ===========    ===========   ===========



Weighted average number of
   common shares outstanding                        800,000       800,000        800,000       800,000
                                                 ===========   ===========    ===========   ===========
</TABLE>



     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>

                                                               Nine Months Ended
                                                                 September 30
                                                          -------------------------
                                                              2000            1999
                                                          -----------   -----------
<S>                                                       <C>           <C>
Cash flows used in operating activities:
  Net loss                                                $   (1,116)   $   (3,770)
  Adjustments to reconcile net loss to cash
    provided by (used in) operating activities:
  Depreciation, amortization and accretion of
    discount on notes                                         11,064        10,463
  Minority interests of others in net loss
    from operations                                               11            16
  Deferred income taxes                                        2,421         1,302
  Gain on early extinguishment of debt                        (3,692)            -
  Gain on sale of properties                                  (1,017)       (2,010)
  Change in assets and liabilities:
  (Increase) decrease in assets:
      Accounts receivable                                       (309)         (531)
      Operating supplies, prepaid expenses,
        deposits and other assets                             (5,970)      (18,714)
    Increase (decrease) in liabilities:
        Accounts payable and accrued expenses                  3,005         3,132
        Accrued interest payable                               2,058         2,648
                                                          -----------   -----------
Net cash provided by (used in) operating activities            6,455        (7,464)
Cash flows provided by (used in) investing activities:
  Acquisition and development of investment properties        (2,201)       (6,600)
  Refurbishment of investment properties                      (3,909)       (4,372)
  Net proceeds from sale of investment properties              7,241         6,640
  Cash restricted for refurbishment of properties               (627)        1,379
  Collections on mortgage and other notes receivable           6,917         2,340
                                                          -----------   -----------
Net cash provided by (used in) investing activities            7,421          (613)
Cash flows provided by (used in) financing activities:
  Proceeds from notes payable                                 11,979        37,948
  Repayment of notes payable                                 (16,645)      (38,542)
  Distributions to minority interests                              -             -
  Deferred financing costs                                      (591)       (2,463)
                                                          -----------   -----------
Net cash (used in) financing activities                       (5,257)       (3,057)
                                                          -----------   -----------
Net increase (decrease) in cash and cash equivalents           8,619       (11,134)
Cash and cash equivalents at beginning of period               4,422        19,582
                                                          -----------   -----------
Cash and cash equivalents at end of period                $   13,041    $    8,448
                                                          ===========   ===========

Supplementary disclosure of cash flow information:
       Cash paid during the period for interest           $   16,809    $   19,682
                                                          ===========   ===========
       Cash paid (net of refunds received) during the
            period for income taxes                       $      172    $   14,555
                                                          ===========   ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.





<PAGE>




                     MOA HOSPITALITY, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000
                                   (Unaudited)

1.  BASIS OF PRESENTATION

         The accompanying  unaudited  interim condensed  consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted in the United  States 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 accepted accounting
principles  generally  accepted  in the  United  States 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 nine-month period ended September 30,
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 AND LEASING ACTIVITIES

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

         In January through  September 2000, the Company sold six of its lodging
facilities for  approximately  $14.5 million  consisting of $8.0 million of cash
and $6.5 million in notes receivable. Four properties were sold for a gain of $1
million.  The other  two  properties  were sold at a loss in the  amount of $1.2
million  that  was  previously  recorded  at  December  31,  1999 as part of the
impairment loss provision. The company also sold a vacant parcel of land for its
carrying value.

         In October through  December 31, 2000, the Company leased an additional
two of its lodging  facilities to third party  operators  under terms similar to
previous operating leases executed by the Company.

         In October  through  December  31,  2000,  the Company  sold two of its
lodging  facilities  for  cash  of  approximately  $5.5  million  and a gain  of
approximately  $1.2 million.  One property was  originally  leased and the third
party exercised its purchase option.

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 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  million.  As part of the  transaction  the Company  assumed a $4.4
million margin account loan payable on demand with an annual interest rate of 9%
and recorded a $1.4 million adjustment to income taxes payable to the parent.

                  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.

                  During the fourth quarter of 2000, the Company  repurchased an
additional $20.9 million of the 12% Senior  Subordinated Notes from an affiliate
for a pre-tax  gain of $6.6  million.  As part of the  transaction  the  Company
assumed $3.7 million in loans with an annual interest rate of 12% and recorded a
$2.6 million adjustment to income taxes payable to the parent.


<PAGE>



3. MORTGAGE AND OTHER NOTES PAYABLE  - CON'T

                  In November 2000, the Company  refinanced an existing loan for
$3,000,000 at 9% with monthly  principal and interest payments of $26,992 due in
ten years, secured by one property in Milford, Massachusetts.

                  In November 2000, the Company  refinanced an existing loan for
$4,500,000 at 13.5% due in twelve months.


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  September  30, 2000 the  Company,  directly and through
subsidiaries, owned 120 lodging facilities in 39 states. The Company owns a 100%
interest in all but two of its properties.  The Company  operates  forty-five of
its motels and leases seventy-five of its motels to third party tenants pursuant
to operating leases. The Company separately evaluates the performance of each of
its motels.
<TABLE>
<CAPTION>

                                                       Three months ended            Nine months ended
                                                          September 30                 September 30
                                                         (in thousands)               (in thousands)
                                                     -----------------------      -----------------------

                                                       2000          1999           2000          1999
                                                     ---------     ---------      ---------     ---------
<S>                                                  <C>           <C>            <C>           <C>
Motel operations:
  Motel operating revenue:
    Room revenues                                    $ 16,355      $ 28,468       $ 44,256      $ 73,497
    Ancillary motel revenues                            1,103         1,559          3,186         4,246
                                                     ---------     ---------      ---------     ---------
       Total motel operating revenues                  17,458        30,027         47,442        77,743
  Motel costs and expenses:
    Motel operating expenses                            7,759        14,679         25,530        42,703
    Marketing and royalty fees                          1,188         2,116          3,380         5,350
    Depreciation and amortization                       1,753         2,429          6,076         8,730
                                                     ---------     ---------      ---------     ---------
       Total motel direct expenses                     10,700        19,224         34,986        56,783
                                                     ---------     ---------      ---------     ---------
                                                        6,758        10,803         12,456        20,960
Lease Operations
   Lease  revenues                                      2,822           709          7,334         1,339
   Lease  expenses                                        115            83            310            99
   Depreciation and amortization                        1,700           364          4,076           802
                                                     ---------     ---------      ---------     ---------
                                                        1,007           262          2,948           438
Vending Operations
   Vending  revenues                                      287           263            767           711
   Vending  expenses                                      338           207            761           515
   Depreciation and amortization                           52            37            148           221
                                                     ---------     ---------      ---------     ---------
                                                         (103)           19           (142)          (25)

Corporate Operations
  Other revenues                                          766           635          2,235         1,658
  General and administrative expenses:
    Management Company Operations                       1,121         1,670          3,383         7,245
    Construction/Acquisition and Divestiture              230           192            607           632
    Vending - general and administrative                  112           114            319           357
                                                     ---------     ---------      ---------     ---------
      Total general and administrative expenses         1,463         1,976          4,309         8,234
Depreciation and amortization                             324           152            688           446
                                                     ---------     ---------      ---------     ---------
                                                       (1,021)       (1,493)        (2,762)       (7,022)
                                                     ---------     ---------      ---------     ---------
Net operating income                                    6,641         9,591         12,500        14,351
  Interest expense                                      6,180         7,627         19,025        22,330
                                                     ---------     ---------      ---------     ---------
Income (loss) from operations                             461         1,964         (6,525)       (7,979)
  Minority interests                                      (35)          (11)           (11)          (16)
  Gain on sale of properties                              (67)          358          1,017         2,010
                                                     ---------     ---------      ---------     ---------
Income (loss) before income taxes
   And extraordinary item                                 359         2,311         (5,519)       (5,985)
Income tax (benefit) expense                              140           932         (2,148)       (2,215)
                                                     ---------     ---------      ---------     ---------
Income (loss) before extraordinary item                   219         1,379         (3,371)       (3,770)
  Gain on early extinguishment of debt                      0             0          2,255             0
                                                     ---------     ---------      ---------     ---------
Net Income (loss)                                    $    219      $  1,379       $ (1,116)     $ (3,770)
                                                     =========     =========      =========     =========

Total Assets:
Motel Operations                                                                  $150,348      $241,747
Lease Operations                                                                   122,035        49,363
Corporate and other                                                                 38,892        49,696
                                                                                  ---------     ---------
                                                                                  $311,275      $340,806
                                                                                  =========     =========
</TABLE>

<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 AND NINE MONTHS ENDED SEPTEMBER 30, 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 September 30, 2000 Compared to the Three Months Ended
September 30, 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
                                                   ----------------------------------------------------------
                                                                 Three Months Ended September 30
                                                   ----------------------------------------------------------
                                                      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                             $15,079   $14,802   $ 1,276   $13,666   $16,355   $28,468
         Ancillary motel revenues                    1,006       993        97       566     1,103     1,559
                                                   --------  --------  --------  --------  --------  --------
           Total motel operating revenues           16,085    15,795     1,373    14,232    17,458    30,027
       Motel costs and expenses:
         Motel operating expenses                    6,614     6,179     1,145     8,500     7,759    14,679
         Marketing and royalty fees                  1,080     1,012       108     1,104     1,188     2,116
         Depreciation and amortization               1,532     1,311       221     1,118     1,753     2,429
                                                   --------  --------  --------  --------  --------  --------
           Total motel direct expenses               9,226     8,502     1,474    10,722    10,700    19,224
                                                   --------  --------  --------  --------  --------  --------
                                                   $ 6,859   $ 7,293   $  (101)  $ 3,510     6,758    10,803
                                                   ========  ========  ========  ========

     Lease operations:
     Lease revenues                                                                          2,822       709
     Lease expenses                                                                            115        83
     Depreciation and amortization                                                           1,700       364
                                                                                           --------  --------
                                                                                             1,007       262
     Vending operations:
     Vending revenues                                                                          287       263
     Vending expenses                                                                          338       207
     Depreciation and amortization                                                              52        37
                                                                                           --------  --------
                                                                                              (103)       19
     Corporate operations:
       Other revenues, net                                                                     766       635

     General and administrative expenses:
       Management Company Operations                                                         1,121     1,670
       Construction/Acquisition
           and Divestiture                                                                     230       192
       Vending general and administrative                                                      112       114
                                                                                           --------  --------
       Total general and administrative expenses                                             1,463     1,976
       Depreciation and amortization                                                           324       152
                                                                                           --------  --------
                                                                                            (1,021)   (1,493)
                                                                                           --------  --------
     Net operating income                                                                  $ 6,641   $ 9,591
                                                                                           ========  ========

     Other data:
     Number of motels at period end (5)                 44        44         1        56        45       100
     Number of rooms at period end (5)               3,821     3,825        70     4,106     3,891     7,931
     Occupancy percentage (5)                        78.32%    79.16%    78.07%    64.59%    78.32%    70.74%
     ADR (1) (5)                                   $ 54.76   $ 53.13   $ 59.06   $ 43.92   $ 54.83   $ 48.27
     REVPAR (2) (5)                                $ 45.75   $ 44.88   $ 47.45   $ 29.54   $ 45.78   $ 36.02
     Net operating income margin (3)                                                         31.13%    30.32%
     Net motel revenue margin (4) (5)                55.62%    58.12%    47.22%    33.87%    52.04%    46.48%
</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 September 30, 2000 and for the three months then ended, excludes
    amounts related to the seventy-five 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  $21,333,000  for the three months  ended  September  30, 2000 from
$31,634,000  for the three  months  ended  September  30,  1999,  a decrease  of
$10,301,000  or 32.6%  primarily  as a result  of the  leasing  activity  of the
Company. As lessor of 75 motels at September 30, 2000 the Company records rental
income and does not reflect the gross  revenues and expenses of operating  these
motels.

         Motel  revenues  decreased  to  $17,458,000  for the three months ended
September  30, 2000 from  $30,027,000  for the three months ended  September 30,
1999, a decrease of  $12,569,000  or 41.9%.  The motel revenues for motels owned
during  both  periods  increased  approximately  $277,000  which was offset by a
decrease of $12,390,000 in motel revenues for motels acquired and divested since
July 1, 1999.  Motel  revenues for motels  owned  during both periods  increased
1.9%.  The  increase in motel  revenues for motels owned during both periods was
attributable  principally to an increase in the average daily rate ("ADR").  The
ADR for the motels owned  during both periods  increased to $54.76 for the three
months ended September 30, 2000 from $53.13 for the three months ended September
30, 1999, an increase of $1.63 or 3.1%.  Revenue per available  room  ("REVPAR")
for motels owned  during both  periods  increased to $45.75 for the three months
ended  September  30, 2000 from $44.88 for the three months ended  September 30,
1999,  an increase of $0.87 or 1.9%.  The acquired  and  divested  motels had an
occupancy  percentage  of 78.07%,  an ADR of $59.06 and REVPAR of $47.45 for the
three months ended September 30, 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 $7,759,000 for the three months
ended  September 30, 2000 from  $14,679,000 for the three months ended September
30, 1999, a net decrease of $6,920,000 or 47.1%.  Motel  operating  expenses for
motels  acquired and divested since July 1, 1999 decreased to $1,145,000 for the
three months ended September 30, 2000 from $8,500,000 for the three months ended
September  30,  1999,  a decrease  of  $7,355,000  or 86.5%.  The  decrease  was
partially  offset by an increase  of $435,000 or 7.0% in the costs of  operating
the motels owned during both periods.  The cost of operating motels owned during
both periods  increased to $6,614,000  for the three months ended  September 30,
2000 from $6,179,000 for the three months ended September 30, 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  decreased to 44.4% for the three months ended
September  30, 2000 from 48.9% for the three  months ended  September  30, 1999.
Motel operating  expenses as a percentage of motel revenues for the motels owned
in both periods increased to 41.1% for the three months ended September 30, 2000
from 39.1% for the three months ended September 30, 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
$1,188,000 for the three months ended September 30, 2000 from $2,116,000 for the
three months  ended  September  30,  1999, a decrease of $928,000 or 43.9%.  The
marketing  and royalty fees for motels  owned  during both periods  increased to
$1,080,000 for the three months ended September 30, 2000 from $1,012,000 for the
three months ended  September 30, 1999, an increase of $68,000 or 6.7%.  For the
motels owned during both periods,  marketing and royalty fees as a percentage of
room  revenues  increased to 7.2% for the three months ended  September 30, 2000
from 6.8% for the three  months  ended  September  30,  1999.  The  increase  in
marketing and royalty fees for motels owned in both periods are  principally due
to additional marketing efforts to maintain or increase the occupancy
percentage.

<PAGE>


         Lease  operations  increased to  $1,007,000  for the three months ended
September 30, 2000 from $262,000 for the three months ended  September 30, 1999,
an increase of $745,000,  which results from an increase to 75 leased properties
with an asset value of  $188,292,000  at  September  30, 2000  compared  with 29
leased properties with an asset value of $49,363,000 at September 30, 1999.

         Vending operations decreased to a loss of $103,000 for the three months
ended  September  30, 2000 from a profit of $19,000 for the three  months  ended
September 30, 1999, a decrease of $122,000.

                  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  $549,000 to $1,121,000 for the three months ended  September 30, 2000
from  $1,670,000  for the three months ended  September  30, 1999, a decrease of
32.9%.  This is due primarily to the reduction of corporate  staff.  The general
and  administrative  expenses  associated  with   Construction/Acquisition   and
Divestiture  Division increased $38,000 from $192,000 for the three months ended
September  30, 1999 to $230,000 for the three months ended  September  30, 2000.
Vending general and administrative expenses decreased $2,000 to $112,000 for the
three  months  ended Sept 30,  2000 from  $114,000  for the three  months  ended
September  30,  1999.  As  a  percentage  of  total  motel  operating  revenues,
Management Company Operations general and administrative  expenses were 6.4% for
the three  months ended  September  30, 2000 and 5.6% for the three months ended
September 30, 1999.

         Depreciation  and  amortization  increased to $3,829,000  for the three
months  ended  September  30, 2000 from  $2,982,000  for the three  months ended
September 30, 1999, a net increase of $847,000 or 28.4%.

         Net operating income decreased to $6,641,000 for the three months ended
September  30, 2000 from  $9,591,000  for the three months ended  September  30,
1999, a decrease of  $2,950,000 or 30.8%.  Net operating  income as a percent of
total  revenues  was 31.1% for the three  months  ended  September  30,  2000 as
compared to 30.3% for the three months ended September 30, 1999.

         Interest  expense  decreased to  $6,180,000  for the three months ended
September  30, 2000 from  $7,627,000  for the three months ended  September  30,
1999, a decrease of $1,447,000.  The decrease in interest  expense is reflective
of the lower average amount of outstanding  borrowings  during the third quarter
of 2000 as compared to the third quarter 1999.

         Gain on sale of  properties  amounted to $358,000  for the three months
ended September 30, 1999 compared to a loss of $67,000 for the respective period
in 2000.

         Net income  decreased to $219,000 for the three months ended  September
30, 2000 from a net income of  $1,379,000  for the three months ended  September
30, 1999.




<PAGE>



Nine Months Ended September 30, 2000 Compared to the Nine Months Ended
September 30, 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
                                                 -------------------------------------------------------------
                                                                 Nine Months Ended September 30
                                                 -------------------------------------------------------------
                                                    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                           $36,282   $35,157    $ 7,974   $38,340     $44,256   $73,497
         Ancillary motel revenues                  2,840     2,627        346     1,619       3,186     4,246
                                                 --------  --------   --------  --------    --------  --------
           Total motel operating revenues         39,122    37,784      8,320    39,959      47,442    77,743
       Motel costs and expenses:
         Motel operating expenses                 18,527    17,518      7,003    25,185      25,530    42,703
         Marketing and royalty fees                2,709     2,467        671     2,883       3,380     5,350
         Depreciation and amortization             4,323     3,889      1,753     4,841       6,076     8,730
                                                 --------  --------   --------  --------    --------  --------
           Total motel direct expenses            25,559    23,874      9,427    32,909      34,986    56,783
                                                 --------  --------   --------  --------    --------  --------
                                                 $13,563   $13,910    $(1,107)  $ 7,050      12,456    20,960
                                                 ========  ========   ========  ========

     Lease operations:
     Lease revenues                                                                           7,334     1,339
     Lease expenses                                                                             310        99
     Depreciation and amortization                                                            4,076       802
                                                                                            --------  --------
                                                                                              2,948       438
     Vending operations:
     Vending revenues                                                                           767       711
     Vending expenses                                                                           761       515
     Depreciation and amortization                                                              148       221
                                                                                            --------  --------
                                                                                               (142)      (25)
     Corporate operations:
       Other revenues, net                                                                    2,235     1,658

     General and administrative expenses:
       Management Company Operations                                                          3,383     7,245
       Construction/Acquisition
           and Divestiture                                                                      607       632
       Vending general and administrative                                                       319       357
                                                                                            --------  --------
       Total general and administrative expenses                                              4,309     8,234
       Depreciation and amortization                                                            688       446
                                                                                            --------  --------
                                                                                             (2,762)   (7,022)
                                                                                            --------  --------
     Net operating income                                                                   $12,500   $14,351
                                                                                            ========  ========

     Other data:
     Number of motels at period end (5)               44        44          1        56          45       100
     Number of rooms at period end (5)             3,821     3,825         70     4,106       3,891     7,931
     Occupancy percentage (5)                      69.95%    69.93%     67.88%    62.12%      69.91%    65.29%
     ADR (1) (5)                                 $ 49.53   $ 48.13    $ 52.24   $ 40.52     $ 49.58   $ 43.83
     REVPAR (2) (5)                              $ 37.36   $ 36.17    $ 36.60   $ 26.23     $ 37.35   $ 30.27
     Net operating income margin (3)                                                          21.63%    17.62%
     Net motel revenue margin (4) (5)              49.30%    50.63%     36.08%    31.01%      41.87%    40.40%
</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 September 30, 2000 and for the nine months then ended, excludes amounts
    related to the seventy-five motels which are leased to third party tenants.




<PAGE>




         Total revenues decreased $23,673,000 to $57,778,000 for the nine months
ended  September 30, 2000 from  $81,451,000  for the nine months ended September
30, 1999 or 29.1% primarily as a result of the leasing  activity of the Company.
As lessor of 75 motels at September 30, 2000 the Company  records  rental income
and does not reflect the gross revenues and expenses of operating these motels.

         Motel  revenues  decreased  to  $47,442,000  for the nine months  ended
September  30, 2000 from  $77,743,000  for the nine months ended  September  30,
1999, a decrease of  $30,301,000  or 39.0%.  The motel room  revenues for motels
owned during both periods increased  approximately  $1,125,000 or 3.2% which was
offset by a decrease of  $30,366,000  for acquired and  divested  motels,  since
January 1, 1999.  The  increase in motel  revenues  for motels owned during both
periods was  attributable  principally  to an increase in the average daily rate
("ADR").  The ADR for the motels owned  during both periods  increased to $49.53
for the nine  months  ended  September  30, 2000 from $48.13 for the nine months
ended September 30, 1999, an increase of $1.40 or 2.9%. The occupancy percentage
increased from 69.93% for the nine months ended September 30, 1999 to 69.95% for
the nine months ended  September  30,  1999.  The REVPAR for motels owned during
both periods  increased to $37.36 for the nine months ended  September  30, 2000
from $36.17 for the nine months ended  September  30, 1999, an increase of $1.19
or 3.3%.

         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 $25,530,000 for the nine months
ended  September 30, 2000 from  $42,703,000  for the nine months ended September
30, 1999, a net decrease of $17,173,000 or 40.2%.  The cost of operating  motels
owned during both periods  increased  to  $18,527,000  for the nine months ended
September  30, 2000 from  $17,518,000  for the nine months ended  September  30,
1999,  an increase of $1,009,000 or 5.8%.  Motel  operating  expenses for motels
acquired and divested since January 1, 1999 decreased to $7,003,000 for the nine
months  ended  September  30, 2000 from  $25,185,000  for the nine months  ended
September 30, 1999.  Motel operating  expenses as a percentage of motel revenues
decreased to 53.8% for the nine months ended  September  30, 2000 from 54.9% for
the nine  months  ended  September  30,  1999.  Motel  operating  expenses  as a
percentage of motel  revenues for the motels owned in both periods  increased to
47.4% for the nine  months  ended  September  30,  2000 from  46.4% for the nine
months ended September 30, 1999.

         Marketing and royalty fees include media advertising,  billboard rental
expense,  advertising fund contributions and royalty charges paid to franchisers
and other related  marketing  expenses.  Marketing and royalty fees decreased to
$3,380,000 for the nine months ended  September 30, 2000 from $5,350,000 for the
nine months ended  September 30, 1999, a decrease of  $1,970,000  or 36.9%.  The
marketing  and royalty fees for motels  owned  during both periods  increased to
$2,709,000 for the nine months ended  September 30, 2000 from $2,467,000 for the
nine months ended  September 30, 1999, an increase of $242,000 or 9.8%.  For the
motels owned during both periods,  marketing and royalty fees as a percentage of
room  revenues  increased to 7.5% for the nine months ended  September  30, 2000
from 7.0% for the nine months ended September 30, 1999, an increase of 7.1%. The
decrease  in  marketing  and royalty  fees is  attributable  to a  reduction  in
franchise  fees due to the decline in room  revenues on which most such fees are
based and a reduction in rates for certain contractual franchise fees due to the
number of motels  either  sold or  leased  subsequent  to  September  30,  1999.
Marketing  and royalty fees for motels  acquired and divested  since  January 1,
1999  decreased to $671,000 for the nine months  ended  September  30, 2000 from
$2,883,000 for the nine months ended September 30, 1999.

         Lease  operations  increased  to  $2,948,000  for the nine months ended
September 30, 2000 from  $438,000 for the nine months ended  September 30, 1999,
an  increase  of  $2,510,000,  which  results  from  an  increase  to 75  leased
properties  with an asset value of  $188,292,000  at September 30, 2000 compared
with 29 leased  properties  with an asset value of  $49,363,000 at September 30,
1999.

         Vending  operations  losses  increased  to $142,000 for the nine months
ended  September  30,  2000 from a loss of  $25,000  for the nine  months  ended
September 30, 1999, an increase of $117,000.

<PAGE>

         Corporate  general and  administrative  expenses are  segregated by the
Company into three separate areas:  Management Company Operations,  Construction
and  Development  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 Operations decreased $3,862,000 to $3,383,000 for the nine months
ended September 30, 2000 from $7,245,000 for the nine months ended September 30,
1999, a decrease of 53.3%.  This is due  primarily to the reduction of corporate
staff and the  settlement of prior  litigation as disclosed in the 1999 10K. The
general and administrative expenses associated with the Construction/Acquisition
and  Divestiture  division  decreased  $25,000 from $632,000 for the nine months
ended  September  30, 1999 to $607,000 for the nine months ended  September  30,
2000. Vending general and administrative  expenses decreased $38,000 to $319,000
for the nine months ended  September  30, 2000 from $357,000 for the nine months
ended  September 30, 1999. As a percentage  of total motel  operating  revenues,
Management Operations general and administrative expenses were 7.1% for the nine
months ended September 30, 2000 and 9.3% for the nine months ended September 30,
1999.
         Depreciation  and  amortization  increased to $10,988,000  for the nine
months  ended  September  30, 2000 from  $10,199,000  for the nine months  ended
September 30, 1999, a net increase of $789,000 or 7.7%.

         Net operating income decreased to $12,500,000 for the nine months ended
September  30, 2000 from  $14,351,000  for the nine months ended  September  30,
1999, a decrease of $1,851,000 or 12.9%.  Net motel revenues for motels acquired
and divested since January 1, 1999 decreased  $11,245,000.  Net operating income
as a percent of total revenues was 21.6% for the nine months ended September 30,
2000 as compared to 17.6% for the nine months ended September 30, 1999.

         Interest  expense  decreased to  $19,025,000  for the nine months ended
September  30, 2000 from  $22,330,000  for the nine months ended  September  30,
1999, a decrease of  $3,305,000  or 14.8%.  The decrease in interest  expense is
reflective of the lower average amount of outstanding borrowings during the nine
months ending September 30, 2000 as compared to the nine months ending September
30, 1999.

         Gain on sale of properties  amounted to $2,010,000  for the nine months
ended  September 30, 1999  compared to $1,017,000  for the period ended Sept 30,
2000. In six unrelated  transactions,  six properties were sold for $7.9 million
in cash and $6.5 million in notes  receivable,  also a vacant parcel of land was
sold for cost during the nine months ended September 30, 2000.

         Net loss  decreased to $1,116,000  for the nine months ended  September
30, 2000 from a net loss of $3,770,000  for the nine months ended  September 30,
1999 primarily as a result of an extraordinary  gain net of tax 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
$3.7million.  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.

                  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.

                  In October 2000, the Company  repurchased an additional  $20.9
million of the 12% Senior  Subordinated  Notes from an  affiliate  for a pre-tax
gain of $6.6 million.  As part of the  transaction  the Company assumed loans in
the amount of $2.0  million  with an annual  interest  rate of 12% due April 14,
2004,  $0.6 million with an annual  interest  rate of 12% due April 14, 2004 and
$1.1 million  with an annual  interest  rate of 12% due  December 22, 2001.  The
Company also  recorded a $2.6 million  adjustment to income taxes payable to the
parent as part of this transaction.

           In  November  2000,  the  Company  refinanced  an  existing  loan for
$3,000,000 at 9% with monthly  principal and interest payments of $26,992 due in
ten years, secured by one property in Milford, Massachusetts.

                  In November 2000, the Company  refinanced an existing loan for
$4,500,000 at 13.5 % due in twelve months.

                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 $3,909,000 and $4,372,000 for the nine months ended September 30,
2000 and 1999, respectively.  In addition, as of September 30, 2000, the Company
had $2,478,000 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 nine months ended September 30, 2000, cash and cash equivalents
increased $8,619,000. This increase consisted of $7,421,000 of funds provided by
investing  activities  and  $6,455,000 of funds  provided by  operations  net of
$5,257,000 of funds used in financing  activities.  Net investing  activities of
$7,421,000  include:  $2,201,000  of cash  utilized  for motel  development  and
$3,909,000  expended  on  refurbishment  of  existing   properties,   offset  by
$14,158,000  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 $627,000.  Cash used in financing  activities
includes:  $16,645,000 of cash utilized to repay  indebtedness;  and $591,000 of
cash used for deferred  financing  costs and other items  offset by  $11,979,000
from proceeds from notes payable.




<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.

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 31, 2000                      By:    /s/  Kurt M. Mueller
                                          ---------------------------------
                                          Kurt M. Mueller
                                          President and Chief Financial Officer


December 31, 2000                      By:    /s/   Blane P. Evans
                                          ---------------------------------
                                          Blane P. Evans
                                          Secretary and Treasurer