UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                   FORM 10-K/A
                                 Amendment No. 1

(Mark One)

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

             For the fiscal year ended December 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  0-24097

                        CNL Hospitality Properties, Inc.
             (Exact name of registrant as specified in its charter)

                               Maryland 59-3396369
      (State or other jurisdiction of (I.R.S. Employer Identification No.)
                         incorporation or organization)

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 650-1000

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

           Title of each class: Name of exchange on which registered:
                               None Not Applicable

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

                     Common Stock, $0.01 par value per share
                                (Title of class)

         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 such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days: Yes[X] No[ ]

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

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant: The registrant registered an offering of shares of common stock (the
"Shares")  on Form S-11 under the  Securities  Act of 1933,  as  amended.  As of
February 22, 2001,  52,984,310 shares were beneficially owned by non-affiliates.
Since no established market for such Shares exists, there is no market value for
such Shares. Each Share was originally sold at $10 per Share.

         The number of Shares of common  stock  outstanding  as of February  22,
2001, was 53,913,501.


<PAGE>


         The Form 10-K of CNL Hospitality  Properties,  Inc. (the "Company") for
the year  ended  December  31,  2000 is being  amended  to  include,  in Item 5,
additional information regarding the value and liquidity of the Company's common
stock. The Form 10-K of the Company is being further amended to include, in Item
14(d),  summarized  financial  information  of  Marriott   International,   Inc.
("Marriott").  Marriott  is a  guarantor  of lease  payments  for several of the
Company's  tenants which lease hotel  Properties with aggregate  carrying values
that represent  more than 20 percent of the Company's  total assets for the year
ended December 31, 2000.  This  summarized  information was not available to the
Company  at the time the  Company  filed  its Form  10-K405  for the year  ended
December 31, 2000.

                                     PART II

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

         As of February 22, 2001,  there were 17,062  stockholders  of record of
common stock.  There is no public trading market for the Shares, and even though
the  Company  intends to list the Shares on a national  securities  exchange  or
over-the-counter  market within two to seven years,  there is no assurance  that
one will  develop  and it is not known at this time if a public  market  for the
Shares will develop. The Company is not aware of trades in its Shares other than
purchases made in its public  offering and redemptions of Shares by the Company.
Prior to such time, if any, as Listing occurs,  any stockholder  (other than the
Advisor)  may present  all or any  portion  equal to at least 25 percent of such
stockholder's  Shares to the Company for  redemption  at any time, in accordance
with the  procedures  outlined in the Company's  prospectus.  At such time,  the
Company may, at its sole option, redeem such Shares presented for redemption for
cash to the extent it has sufficient funds  available.  The price to be paid for
any Share  transferred  other than pursuant to the redemption plan is subject to
negotiation  by the purchaser and the selling  stockholder.  For the years ended
December  31,  2000 and 1999,  269,276  and 12,885  Shares,  respectively,  were
retired pursuant to the redemption plan.

         As of December 31, 2000,  the offering  price per share of common stock
was $10. Based on the continued  sale of Shares  through  February 22, 2001, for
$10 per Share,  the Company  estimates  that the value of its Shares is $10. The
Company's  Shares are not publicly  traded.  Investors are cautioned that common
stock not publicly  traded is generally  considered  illiquid and the  estimated
value of the shares may not be realized when an investor  seeks to liquidate his
or her common stock.

         The Company expects to make distributions to the stockholders  pursuant
to the provisions of the Articles of Incorporation. For the years ended December
31, 2000 and 1999, the Company  declared cash  distributions  of $28,082,275 and
$10,765,881,  respectively,  to the  stockholders.  No  amounts  distributed  to
stockholders  for the years ended December 31, 2000 and 1999, are required to be
or have been  treated  by the  Company as a return of capital  for  purposes  of
calculating the stockholders'  return on their invested  capital.  The following
table presents total distributions and distributions per Share:

<TABLE>
<CAPTION>
2000 Quarter                                  First        Second         Third        Fourth         Year
<S><C>
Total distributions declared               $5,522,124    $6,414,210    $7,533,536    $8,612,405    $28,082,275
Distributions per Share                         0.181         0.181         0.188         0.188          0.738

1999 Quarter                                  First        Second         Third        Fourth         Year

Total distributions declared                 $998,652    $2,053,964    $3,278,456    $4,434,809    $10,765,881
Distributions per Share                         0.175         0.181         0.181         0.181          0.718

</TABLE>

<PAGE>



         On  January  1,  2001  and  February  1,  2001,  the  Company  declared
distributions totaling $3,120,827 and $3,217,630,  respectively, or $0.06354 per
Share of common  stock,  payable in March  2001,  to  stockholders  of record on
January 1, 2001 and February 1, 2001, respectively.

         The Company  intends to continue  to declare  distributions  of cash to
stockholders  on a monthly  basis  during the  offering  period,  and  quarterly
thereafter.


                                     PART IV

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

(d)      Other Financial Information.

         The following summarized financial information is filed as part of this
         report as a result of Marriott  guaranteeing lease payments for several
         tenants relating to leased  Properties whose aggregate  carrying values
         represented  more than 20 percent of the Company's total assets for the
         year ended  December 31, 2000.  The  summarized  financial  information
         presented  for Marriott as of December 31, 2000 and 1999,  and for each
         of the years ended December 31, 2000,  1999 and 1998, was obtained from
         the Form  10-K  filed by  Marriott  with the  Securities  and  Exchange
         Commission for the year ended December 31, 2000.


                  Marriott International, Inc. and Subsidiaries
                             Selected Financial Data
                      (in Millions, except per share data)

<TABLE>
<CAPTION>
      Consolidated Balance Sheets Data:
                                                                              December 31,
                                                                         2000             1999
                                                                     -------------    -------------
<S><C>
      Current Assets                                                      $ 1,415          $ 1,600
      Noncurrent Assets                                                     6,822            5,724
      Current Liabilities                                                   1,917            1,743
      Noncurrent Liabilities                                                3,053            2,673
      Stockholders' Equity                                                  3,267            2,908



      Consolidated Statements of Income Data:
                                                                          Year Ended December 31,
                                                                  2000            1999            1998
                                                              -------------   -------------    ------------

      Gross revenues                                             $ 10,072         $ 8,771         $ 8,004

      Costs and expenses (including income tax expense)             9,593           8,371           7,614
                                                              -------------   -------------    ------------

      Net income                                                   $  479          $  400          $  390
                                                              =============   =============    ============

      Basic earnings per share                                    $  1.99         $  1.62         $  1.56
                                                              =============   =============    ============

      Diluted earnings per share                                  $  1.89         $  1.51         $  1.46
                                                              =============   =============    ============
</TABLE>

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized, on the 17th day of
April 2001.

                                    CNL HOSPITALITY PROPERTIES, INC.

                                    By:      ROBERT A. BOURNE
                                             President

                                             /s/ Robert A. Bourne
                                             ROBERT A. BOURNE