<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q/A

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



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

                              For the quarter ended

                                  JUNE 30, 1997

                                       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 0-26304


                         SUNSTONE HOTEL INVESTORS, INC.
             (Exact name of registrant as specified in its charter)

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

           Maryland                                           52-1891908
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

           115 Calle de Industrias, Suite 201, San Clemente, CA 92672
               (Address of Principal Executive Offices) (Zip Code)

                                 (714) 361-3900
              (Registrant's Telephone Number, Including Area Code)

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

    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
                                                         ---   ---

As of August 22, 1997, there were 20,390,830 shares of Common Stock outstanding.

<PAGE>   2
        This Current Report on Form 10-Q/A of Sunstone Hotel Investors, Inc., a
Maryland corporation (the "Company") restates in its entirety Item 6 (Exhibits
and Reports on Form 8-K) of the Company's Current Report on Form 10-Q for the
quarter ended June 30, 1997, filed on August 14, 1997. This amendment is filed
solely to include certain exhibits that were not previously filed and to make
certain corrections to the exhibit list.




                                       2

<PAGE>   3
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits:

<TABLE>
<CAPTION>

EXHIBIT
   NO.                                     DESCRIPTION
--------------------------------------------------------------------------------
<S>            <C>
3.1            Amended Articles of Incorporation of the Company, as further
               amended by the Articles of Amendment of the Company, as filed
               with the State Department of Assessments and Taxation of Maryland
               on November 9, 1994, filed as Exhibit 3.1 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

3.2            Bylaws of the Company, as currently in effect, filed as Exhibit
               3.2 to the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.

3.3            Articles of Amendment of the Company, as filed with the State
               Department of Assessments and Taxation of Maryland on June 19,
               1995, filed as Exhibit 3.3 to the Company's Registration
               Statement No. 33-84346 and incorporated herein by this reference.

3.4            Articles of Amendment of the Company, as filed with the State
               Department of Assessments and Taxation of Maryland on August 14,
               1995, filed as Exhibit 3.4 to the Company's Current Report on
               Form 10-Q for the quarter ended March 31, 1997 and incorporated 
               herein by this reference 

3.5*           Articles of Amendment of the Company, as filed with the State 
               Department of Assessments and Taxation of Maryland on May 2,
               1997. 
            
10.1           Form of First Amended and Restated Agreement of Limited
               Partnership of the Partnership, filed as Exhibit 10.1 to the
               Company's Registration Statement No. 33-84346 and incorporated
               herein by this reference.

10.1.1         First Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of December 12, 1995, filed as
               Exhibit 10.36 to the Company's Annual Report on Form 10-K for the
               year ended December 31, 1995 (the "1995 10-K") and incorporated
               herein by this reference.

10.1.2         Second Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of December 28, 1995, filed as
               Exhibit 10.1.2 to the Company's 1995 10-K and incorporated herein
               by this reference.

10.1.3         Third Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of March 17, 1996, filed as Exhibit
               10.1.3 to the Company's Registration Statement No. 333-07685 and
               incorporated herein by this reference.

10.1.4         Fourth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of March 28, 1996, filed as Exhibit
               10.1.4 to the Company's Registration Statement No. 333-07685 and
               incorporated herein by this reference.

10.1.5         Fifth Amendment to First Amended and Restated Agreement and
               Limited Partnership dated as of July 31, 1996, filed as Exhibit
               10.1.5 to the Company's Registration Statement No. 333-07685 and
               incorporated herein by this reference.

10.1.6         Sixth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of August 10, 1996, filed as Exhibit
               10.1.6 to the Company's Registration Statement No. 333-07685 and
               incorporated herein by this reference.

10.1.7         Seventh Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of September 10, 1996, filed as
               Exhibit 10.1.7 to the Company's Registration Statement No.
               333-07685 and incorporated herein by this reference.

10.1.8         Eighth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of October 29, 1996, filed as
               Exhibit 10.1.8 to the Company's Annual Report on Form 10-K for 
               the year ended December 31, 1996 (the "1996 10-K") and 
               incorporated herein by this reference.
</TABLE>

                                       3
<PAGE>   4
<TABLE>

<S>            <C>
10.1.9         Ninth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of December 31, 1996, filed as
               Exhibit 10.1.9 to the 1996 10-K and incorporated herein by this
               reference.

10.1.10        Tenth Amendment to First Amended and Restated Agreement of 
               Limited Partnership dated as of January 17, 1997, filed as
               Exhibit 10.1.10 to the Company's Current Report on Form 10-Q for
               the quarter ended March 31, 1997 and incorporated herein by 
               this reference.

10.1.11        Eleventh Amendment to First Amended and Restated Agreement of 
               Limited Partnership dated as of January 31, 1997, filed as
               Exhibit 10.1.11 to the Company's Current Report on Form 10-Q for
               the quarter ended March 31, 1997 and incorporated herein by 
               this reference.

10.1.12        Twelfth Amendment to First Amended and Restated Agreement of 
               Limited Partnership dated as of December 31, 1996, filed as
               Exhibit 10.1.12 to the Company's Current Report on Form 10-Q for
               the quarter ended March 31, 1997 and incorporated herein by 
               this reference.

10.1.13*       Thirteenth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of May 28, 1997.

10.2           Form of Percentage Lease, filed as Exhibit 10.2 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.2.1         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Denver S.E., Colorado, filed as Exhibit 10.2.1 to the Company's
               1995 10-K and incorporated herein by this reference.

10.2.2         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Pueblo, Colorado, filed as Exhibit 10.2.2 to the Company's 1995
               10-K and incorporated herein by this reference.

10.2.3         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Courtyard By Marriott Hotel
               located in Fresno, California, filed as Exhibit 10.2.3 to the
               Company's 1995 10-K and incorporated herein by this reference.

10.2.4         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Courtyard By Marriott Hotel
               located in Fresno, California, filed As Exhibit 10.2.4 to the
               Company's 1995 10-K and incorporated herein by this reference.

10.2.5         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Holiday Inn Hotel located in
               Steamboat Springs, Colorado, filed as Exhibit 10.2.5 to the
               Company's 1995 10-K and incorporated herein by this reference.

10.2.6         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Holiday Inn Hotel located in
               Craig, Colorado, filed as Exhibit 10.2.6 to the Company's 1995
               10-K and incorporated herein by this reference.

10.2.7         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Holiday Inn Hotel located in
               Provo, Utah, filed as Exhibit 10.2.7 to the Company's 1995 10-K
               and incorporated herein by this reference.

10.2.8         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P. as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Silverthorne, Colorado, filed as Exhibit 10.2.7 to the Company's
               1995 10-K and incorporated herein by this reference.

10.2.9         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Doubletree Hotel located in
               Santa Fe, New Mexico, filed as Exhibit 10.2.9 to the Company's
               1995 10-K and incorporated herein by this reference.

</TABLE>

                                       4
<PAGE>   5
<TABLE>

<S>            <C>
10.2.10        Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Arcadia, California, filed as Exhibit 10.2.10 to the Company's
               1995 10-K and incorporated herein by this reference.

10.2.11        Lease Agreement dated as of December 13, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Oakland, California, filed as Exhibit 10.2.11 to the Company's
               1995 10-K and incorporated herein by this reference.

10.2.12        Lease Agreement dated February 2, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Cypress Inn hotel located in Clackamas,
               Oregon, filed as Exhibit 10.2.12 to the Company's First Quarter
               1996 10-Q/A and incorporated herein by this reference.

10.2.13        Lease Agreement dated February 2, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Cypress Inn hotel located in Kent,
               Washington, filed as Exhibit 10.2.13 to the Company's First
               Quarter 1996 10-Q/A and incorporated herein by this reference.

10.2.14        Lease Agreement dated February 2, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Cypress Inn hotel located in Poulsbo,
               Washington, filed as Exhibit 10.2.14 to the Company's First
               Quarter 1996 10-Q/A and incorporated herein by this reference.

10.2.15        Lease Agreement dated February 2, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Cypress Inn hotel located in Portland,
               Oregon, filed as Exhibit 10.2.15 to the Company's First Quarter
               1996 10-Q/A and incorporated herein by this reference.

10.2.16        Lease Agreement dated March 28, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Courtyard by Marriott Hotel located in
               Riverside, California, filed as Exhibit 10.2.16 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.2.17        Lease Agreement dated June 28, 1996 by and between Sunstone Hotel
               Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
               as lessee, for the Holiday Inn Hotel located in Renton,
               Washington, filed as Exhibit 10.2.17 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.2.18        Lease Agreement dated August 13, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Days Inn Hotel located in Price, Utah,
               filed as Exhibit 10.2.18 to the Company's Registration Statement
               No. 333-07685 and incorporated herein by this reference.

10.2.19        Lease Agreement dated September 20, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Residence Inn Hotel located in Highlands
               Ranch, Colorado, filed as Exhibit 10.2.18 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.2.20        Lease Agreement dated August 13, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Comfort Suites Hotel located in South
               San Francisco, California, filed as Exhibit 10.2.20 to the
               Company's Registration Statement No. 333-07685 and incorporated
               herein by this reference.
               
10.2.21*       Lease Agreement dated October 29, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Hampton Inn located in Tucson, Arizona.
               Substantially identical to Exhibit 10.2; full text omitted
               pursuant to Instruction 2 to Item 601 of Regulation S-K. The
               material differences between this Exhibit and Exhibit 10.2 are
               set forth in the schedule filed herewith.
</TABLE>

                                       5
<PAGE>   6
<TABLE>

<S>            <C>
10.2.22*       Lease Agreement dated October 29, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Holiday Inn located in Mesa, Arizona.
               Substantially identical to Exhibit 10.2; full text omitted
               pursuant to Instruction 2 to Item 601 of Regulation S-K. The
               material differences between this Exhibit and Exhibit 10.2 are
               set forth in the schedule filed herewith.

10.2.23*       Lease Agreement dated October 29, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Holiday Inn located in Flagstaff,
               Arizona. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed herewith.

10.2.24*       Lease Agreement dated December 19, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Radisson Suites located in Oxnard,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed herewith.

10.2.25        Lease Agreement dated January 17, 1997 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Holiday Inn located in San Diego,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed as Exhibit 10.2.25 to the
               Company's Current Report on Form 10-Q for the quarter ended
               March 31, 1997 and incorporated herein by this reference.

10.2.26        Lease Agreement dated January 17, 1997 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Ramada Hotel located in Cypress,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed as Exhibit 10.2.26 to the
               Company's Current Report on Form 10-Q for the quarter ended
               March 31, 1997 and incorporated herein by this reference.

10.2.27        Lease Agreement dated March 10, 1997 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Hawthorne Suites Hotel located in Kent,
               Washington. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed as Exhibit 10.2.27 to the
               Company's Current Report on Form 10-Q for the quarter ended
               March 31, 1997 and incorporated herein by this reference.

10.2.28        Lease Agreement dated March 31, 1997 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Holiday Inn located in La Mirada,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed as Exhibit 10.2.28 to the
               Company's Current Report on Form 10-Q for the quarter ended
               March 31, 1997 and incorporated herein by this reference.

10.2.29*       Lease Agreement dated May 6, 1997 by and between Sunstone Hotel
               Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
               as lessee, for the Fountain Suites located in Sacramento,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed herewith.

10.2.30*       Lease Agreement dated June 11, 1997 by and between Sunstone Hotel
               Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
               as lessee, for the Ramada Plaza Hotel located in Old Town, San
               Diego, California. Substantially identical to Exhibit 10.2; full 
               text omitted pursuant to Instruction 2 to Item 601 of Regulation 
               S-K. The material differences between this Exhibit and Exhibit 
               10.2 are set forth in the schedule filed herewith.
         
10.3           Form of Right of First Refusal and Option to Purchase, filed as
               Exhibit 10.3 to the Company's Registration Statement No. 33-84346
               and incorporated herein by this reference.

10.4           Form of Alter Employment Agreement, filed as Exhibit 10.4 to the
               Company's Registration Statement No. 33-84346 and incorporated
               herein by this reference.

10.5           Form of Biederman Employment Agreement, filed as Exhibit 10.5 to
               the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.
</TABLE>

                                       6
<PAGE>   7
<TABLE>

<S>            <C>
10.6           Form of Indemnification Agreement to be entered into with
               officers and directors of the Company, filed as Exhibit 10.6 to
               the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.

10.7           1994 Stock Incentive Plan, filed as Exhibit 10.7 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.7.1         Amendment to the 1994 Stock Incentive Plan filed on March 17,
               1997 as Appendix A with the Company's 1997 Proxy Statement and
               incorporated herein by this reference.

10.8           Form of Notice of Grant of Stock Option and Form of Stock Option
               Agreement (and Addendum thereto) to be generally used in
               connection with the Discretionary Option Grant Program of the
               1994 Stock Incentive Plan, filed as Exhibit 10.8 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.9           Form of Stock Purchase Agreement to be generally used in
               connection with the Discretionary Option Grant Program of the
               1994 Stock Incentive Plan, filed as Exhibit 10.9 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.10          1994 Directors Plan, filed as Exhibit 10.10 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.10.1        Amendment to the 1994 Directors Plan filed on March 17, 1997 as
               Appendix B with the Company's 1997 Proxy Statement and
               incorporated herein by this reference.

10.11          Form of Notice of Grant of Automatic Stock Option, Automatic
               Stock Option Agreement, Stock Purchase Agreement and Automatic
               Direct Stock Issuance Agreement to be generally used in
               connection with the 1994 Directors Plan, filed as Exhibit 10.11
               to the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.

10.12 -
10.29          Omitted

10.30          Form of Third Party Pledge Agreement among the Partnership,
               Robert A. Alter and Charles Biederman, filed as Exhibit 10.30 to
               the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.

10.30.1        Amendment Number One to Third Party Pledge Agreement effective as
               of December 13, 1995, filed as Exhibit 10.34 to the Company's
               1995 10-K and incorporated herein by this reference.

10.30.2        Amendment Number Two to Third Party Pledge Agreement effective as
               of February 2, 1996, filed as Exhibit 10.30.2 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.
</TABLE>
        
                                       7
<PAGE>   8
<TABLE>

<S>            <C>
10.30.3        Amendment Number Three to Third Party Pledge Agreement effective
               as of May 30, 1996, filed as Exhibit 10.30.3 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.30.4        Amendment Number Four to Third Party Pledge Agreement effective
               as of June 28, 1996, filed as Exhibit 10.30.4 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.30.5        Amendment Number Five to Third Party Pledge Agreement effective
               as of August 13, 1996, filed as Exhibit 10.30.5 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference

10.30.6*       Amendment Number Six to Third Party Pledge Agreement effective
               as of August 10, 1996.

10.30.7        Amendment Number Seven to Third Party Agreement effective as of
               October 29, 1996, filed as Exhibit 10.30.7 to the 1996 10-K and
               incorporated herein by this reference.

10.30.8        Amendment Number Eight to Third Party Agreement effective as of
               December 19, 1996, filed as Exhibit 10.30.8 to the 1996 10-K and
               incorporated herein by this reference.

10.30.9        Amendment Number Nine To Third Party Pledge Agreement effective
               as of January 17, 1997, filed as Exhibit 10.30.9 to the Company's
               current report for the quarter ended March 31, 1997 and
               incorporated herein by this reference.

10.30.10       Amendment Number Ten To Third Party Pledge Agreement effective as
               of March 10, 1997, filed as Exhibit 10.30.10 to the Company's
               current report for the quarter ended March 31, 1997 and
               incorporated herein by this reference.


10.30.11       Amendment Number Eleven To Third Party Pledge Agreement effective
               as of March 31, 1997, filed as Exhibit 10.30.11 to the Company's
               current report for the quarter ended March 31, 1997 and
               incorporated herein by this reference.

10.30.12*      Amendment Number Twelve to Third Party Pledge Agreement
               effective as of May 6, 1997.
       
10.30.13*      Amendment Number Thirteen to Third Party Pledge Agreement
               effective as of June 11, 1997.


10.31*         Revolving Credit Agreement dated as of May 1, 1997 among Sunstone
               Hotel Investors, L.P., Bank One Arizona, NA, Credit Lyonnais New
               York Branch and Wells Fargo Bank, National Association.

27             Financial Data Schedule, filed as Exhibit 27 to the Company's
               Current Report on Form 10-Q for the quarter ended June 30, 1997
               (filed August 14, 1997) and incorporated herein by this
               reference. 
</TABLE>

---------------
  *  Filed herewith.

       (b)   Reports on Form 8-K:

             A Current Report on Form 8-K dated June 11, 1997, was filed in the
quarter ended June 30, 1997, with disclosure under Item 2.


                                       8
<PAGE>   9

                                   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, in the City of San
Clemente, State of California, on August 25, 1997.

                                       SUNSTONE HOTEL INVESTORS, INC.



                                       By:   /s/  Robert A. Alter
                                             -----------------------------------
                                             Robert A. Alter
                                             President, Secretary and
                                              Chairman of the Board of Directors


                                       9
<PAGE>   10
                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

EXHIBIT
   NO.                                     DESCRIPTION
--------------------------------------------------------------------------------
<S>            <C>
3.1            Amended Articles of Incorporation of the Company, as further
               amended by the Articles of Amendment of the Company, as filed
               with the State Department of Assessments and Taxation of Maryland
               on November 9, 1994, filed as Exhibit 3.1 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

3.2            Bylaws of the Company, as currently in effect, filed as Exhibit
               3.2 to the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.

3.3            Articles of Amendment of the Company, as filed with the State
               Department of Assessments and Taxation of Maryland on June 19,
               1995, filed as Exhibit 3.3 to the Company's Registration
               Statement No. 33-84346 and incorporated herein by this reference.

3.4            Articles of Amendment of the Company, as filed with the State
               Department of Assessments and Taxation of Maryland on August 14,
               1995, filed as Exhibit 3.4 to the Company's Current Report on
               Form 10-Q for the quarter ended March 31, 1997 and incorporated 
               herein by this reference 

3.5*           Articles of Amendment of the Company, as filed with the State 
               Department of Assessments and Taxation of Maryland on May 2,
               1997. 
            
10.1           Form of First Amended and Restated Agreement of Limited
               Partnership of the Partnership, filed as Exhibit 10.1 to the
               Company's Registration Statement No. 33-84346 and incorporated
               herein by this reference.

10.1.1         First Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of December 12, 1995, filed as
               Exhibit 10.36 to the Company's Annual Report on Form 10-K for the
               year ended December 31, 1995 (the "1995 10-K") and incorporated
               herein by this reference.

10.1.2         Second Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of December 28, 1995, filed as
               Exhibit 10.1.2 to the Company's 1995 10-K and incorporated herein
               by this reference.

10.1.3         Third Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of March 17, 1996, filed as Exhibit
               10.1.3 to the Company's Registration Statement No. 333-07685 and
               incorporated herein by this reference.

10.1.4         Fourth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of March 28, 1996, filed as Exhibit
               10.1.4 to the Company's Registration Statement No. 333-07685 and
               incorporated herein by this reference.

10.1.5         Fifth Amendment to First Amended and Restated Agreement and
               Limited Partnership dated as of July 31, 1996, filed as Exhibit
               10.1.5 to the Company's Registration Statement No. 333-07685 and
               incorporated herein by this reference.

10.1.6         Sixth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of August 10, 1996, filed as Exhibit
               10.1.6 to the Company's Registration Statement No. 333-07685 and
               incorporated herein by this reference.

10.1.7         Seventh Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of September 10, 1996, filed as
               Exhibit 10.1.7 to the Company's Registration Statement No.
               333-07685 and incorporated herein by this reference.

10.1.8         Eighth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of October 29, 1996, filed as
               Exhibit 10.1.8 to the Company's Annual Report on Form 10-K for 
               the year ended December 31, 1996 (the "1996 10-K") and 
               incorporated herein by this reference.
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10.1.9         Ninth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of December 31, 1996, filed as
               Exhibit 10.1.9 to the 1996 10-K and incorporated herein by this
               reference.

10.1.10        Tenth Amendment to First Amended and Restated Agreement of 
               Limited Partnership dated as of January 17, 1997, filed as
               Exhibit 10.1.10 to the Company's Current Report on Form 10-Q for
               the quarter ended March 31, 1997 and incorporated herein by 
               this reference.

10.1.11        Eleventh Amendment to First Amended and Restated Agreement of 
               Limited Partnership dated as of January 31, 1997, filed as
               Exhibit 10.1.11 to the Company's Current Report on Form 10-Q for
               the quarter ended March 31, 1997 and incorporated herein by 
               this reference.

10.1.12        Twelfth Amendment to First Amended and Restated Agreement of 
               Limited Partnership dated as of December 31, 1996, filed as
               Exhibit 10.1.12 to the Company's Current Report on Form 10-Q for
               the quarter ended March 31, 1997 and incorporated herein by 
               this reference.

10.1.13*       Thirteenth Amendment to First Amended and Restated Agreement of
               Limited Partnership dated as of May 28, 1997.

10.2           Form of Percentage Lease, filed as Exhibit 10.2 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.2.1         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Denver S.E., Colorado, filed as Exhibit 10.2.1 to the Company's
               1995 10-K and incorporated herein by this reference.

10.2.2         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Pueblo, Colorado, filed as Exhibit 10.2.2 to the Company's 1995
               10-K and incorporated herein by this reference.

10.2.3         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Courtyard By Marriott Hotel
               located in Fresno, California, filed as Exhibit 10.2.3 to the
               Company's 1995 10-K and incorporated herein by this reference.

10.2.4         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Courtyard By Marriott Hotel
               located in Fresno, California, filed As Exhibit 10.2.4 to the
               Company's 1995 10-K and incorporated herein by this reference.

10.2.5         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Holiday Inn Hotel located in
               Steamboat Springs, Colorado, filed as Exhibit 10.2.5 to the
               Company's 1995 10-K and incorporated herein by this reference.

10.2.6         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Holiday Inn Hotel located in
               Craig, Colorado, filed as Exhibit 10.2.6 to the Company's 1995
               10-K and incorporated herein by this reference.

10.2.7         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Holiday Inn Hotel located in
               Provo, Utah, filed as Exhibit 10.2.7 to the Company's 1995 10-K
               and incorporated herein by this reference.

10.2.8         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P. as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Silverthorne, Colorado, filed as Exhibit 10.2.7 to the Company's
               1995 10-K and incorporated herein by this reference.

10.2.9         Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Doubletree Hotel located in
               Santa Fe, New Mexico, filed as Exhibit 10.2.9 to the Company's
               1995 10-K and incorporated herein by this reference.

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<PAGE>   12
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10.2.10        Lease Agreement dated as of August 16, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Arcadia, California, filed as Exhibit 10.2.10 to the Company's
               1995 10-K and incorporated herein by this reference.

10.2.11        Lease Agreement dated as of December 13, 1995 by and between
               Sunstone Hotel Investors, L.P., as lessor, and Sunstone Hotel
               Properties, Inc., as lessee, for the Hampton Inn Hotel located in
               Oakland, California, filed as Exhibit 10.2.11 to the Company's
               1995 10-K and incorporated herein by this reference.

10.2.12        Lease Agreement dated February 2, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Cypress Inn hotel located in Clackamas,
               Oregon, filed as Exhibit 10.2.12 to the Company's First Quarter
               1996 10-Q/A and incorporated herein by this reference.

10.2.13        Lease Agreement dated February 2, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Cypress Inn hotel located in Kent,
               Washington, filed as Exhibit 10.2.13 to the Company's First
               Quarter 1996 10-Q/A and incorporated herein by this reference.

10.2.14        Lease Agreement dated February 2, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Cypress Inn hotel located in Poulsbo,
               Washington, filed as Exhibit 10.2.14 to the Company's First
               Quarter 1996 10-Q/A and incorporated herein by this reference.

10.2.15        Lease Agreement dated February 2, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Cypress Inn hotel located in Portland,
               Oregon, filed as Exhibit 10.2.15 to the Company's First Quarter
               1996 10-Q/A and incorporated herein by this reference.

10.2.16        Lease Agreement dated March 28, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Courtyard by Marriott Hotel located in
               Riverside, California, filed as Exhibit 10.2.16 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.2.17        Lease Agreement dated June 28, 1996 by and between Sunstone Hotel
               Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
               as lessee, for the Holiday Inn Hotel located in Renton,
               Washington, filed as Exhibit 10.2.17 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.2.18        Lease Agreement dated August 13, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Days Inn Hotel located in Price, Utah,
               filed as Exhibit 10.2.18 to the Company's Registration Statement
               No. 333-07685 and incorporated herein by this reference.

10.2.19        Lease Agreement dated September 20, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Residence Inn Hotel located in Highlands
               Ranch, Colorado, filed as Exhibit 10.2.18 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.2.20        Lease Agreement dated August 13, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Comfort Suites Hotel located in South
               San Francisco, California, filed as Exhibit 10.2.20 to the
               Company's Registration Statement No. 333-07685 and incorporated
               herein by this reference.
               
10.2.21*       Lease Agreement dated October 29, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Hampton Inn located in Tucson, Arizona.
               Substantially identical to Exhibit 10.2; full text omitted
               pursuant to Instruction 2 to Item 601 of Regulation S-K. The
               material differences between this Exhibit and Exhibit 10.2 are
               set forth in the schedule filed herewith.
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<PAGE>   13
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10.2.22*       Lease Agreement dated October 29, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Holiday Inn located in Mesa, Arizona.
               Substantially identical to Exhibit 10.2; full text omitted
               pursuant to Instruction 2 to Item 601 of Regulation S-K. The
               material differences between this Exhibit and Exhibit 10.2 are
               set forth in the schedule filed herewith.

10.2.23*       Lease Agreement dated October 29, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Holiday Inn located in Flagstaff,
               Arizona. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed herewith.

10.2.24*       Lease Agreement dated December 19, 1996 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Radisson Suites located in Oxnard,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed herewith.

10.2.25        Lease Agreement dated January 17, 1997 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Holiday Inn located in San Diego,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed as Exhibit 10.2.25 to the
               Company's Current Report on Form 10-Q for the quarter ended
               March 31, 1997 and incorporated herein by this reference.

10.2.26        Lease Agreement dated January 17, 1997 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Ramada Hotel located in Cypress,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed as Exhibit 10.2.26 to the
               Company's Current Report on Form 10-Q for the quarter ended
               March 31, 1997 and incorporated herein by this reference.

10.2.27        Lease Agreement dated March 10, 1997 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Hawthorne Suites Hotel located in Kent,
               Washington. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed as Exhibit 10.2.27 to the
               Company's Current Report on Form 10-Q for the quarter ended
               March 31, 1997 and incorporated herein by this reference.

10.2.28        Lease Agreement dated March 31, 1997 by and between Sunstone
               Hotel Investors, L.P., as lessor, and Sunstone Hotel Properties,
               Inc., as lessee, for the Holiday Inn located in La Mirada,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed as Exhibit 10.2.28 to the
               Company's Current Report on Form 10-Q for the quarter ended
               March 31, 1997 and incorporated herein by this reference.

10.2.29*       Lease Agreement dated May 6, 1997 by and between Sunstone Hotel
               Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
               as lessee, for the Fountain Suites located in Sacramento,
               California. Substantially identical to Exhibit 10.2; full text
               omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.
               The material differences between this Exhibit and Exhibit 10.2
               are set forth in the schedule filed herewith.

10.2.30*       Lease Agreement dated June 11, 1997 by and between Sunstone Hotel
               Investors, L.P., as lessor, and Sunstone Hotel Properties, Inc.,
               as lessee, for the Ramada Plaza Hotel located in Old Town, San
               Diego, California. Substantially identical to Exhibit 10.2; full 
               text omitted pursuant to Instruction 2 to Item 601 of Regulation 
               S-K. The material differences between this Exhibit and Exhibit 
               10.2 are set forth in the schedule filed herewith.
         
10.3           Form of Right of First Refusal and Option to Purchase, filed as
               Exhibit 10.3 to the Company's Registration Statement No. 33-84346
               and incorporated herein by this reference.

10.4           Form of Alter Employment Agreement, filed as Exhibit 10.4 to the
               Company's Registration Statement No. 33-84346 and incorporated
               herein by this reference.

10.5           Form of Biederman Employment Agreement, filed as Exhibit 10.5 to
               the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.
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<PAGE>   14
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10.6           Form of Indemnification Agreement to be entered into with
               officers and directors of the Company, filed as Exhibit 10.6 to
               the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.

10.7           1994 Stock Incentive Plan, filed as Exhibit 10.7 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.7.1         Amendment to the 1994 Stock Incentive Plan filed on March 17,
               1997 as Appendix A with the Company's 1997 Proxy Statement and
               incorporated herein by this reference.

10.8           Form of Notice of Grant of Stock Option and Form of Stock Option
               Agreement (and Addendum thereto) to be generally used in
               connection with the Discretionary Option Grant Program of the
               1994 Stock Incentive Plan, filed as Exhibit 10.8 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.9           Form of Stock Purchase Agreement to be generally used in
               connection with the Discretionary Option Grant Program of the
               1994 Stock Incentive Plan, filed as Exhibit 10.9 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.10          1994 Directors Plan, filed as Exhibit 10.10 to the Company's
               Registration Statement No. 33-84346 and incorporated herein by
               this reference.

10.10.1        Amendment to the 1994 Directors Plan filed on March 17, 1997 as
               Appendix B with the Company's 1997 Proxy Statement and
               incorporated herein by this reference.

10.11          Form of Notice of Grant of Automatic Stock Option, Automatic
               Stock Option Agreement, Stock Purchase Agreement and Automatic
               Direct Stock Issuance Agreement to be generally used in
               connection with the 1994 Directors Plan, filed as Exhibit 10.11
               to the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.

10.12 -
10.29          Omitted

10.30          Form of Third Party Pledge Agreement among the Partnership,
               Robert A. Alter and Charles Biederman, filed as Exhibit 10.30 to
               the Company's Registration Statement No. 33-84346 and
               incorporated herein by this reference.

10.30.1        Amendment Number One to Third Party Pledge Agreement effective as
               of December 13, 1995, filed as Exhibit 10.34 to the Company's
               1995 10-K and incorporated herein by this reference.

10.30.2        Amendment Number Two to Third Party Pledge Agreement effective as
               of February 2, 1996, filed as Exhibit 10.30.2 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.
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<PAGE>   15
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10.30.3        Amendment Number Three to Third Party Pledge Agreement effective
               as of May 30, 1996, filed as Exhibit 10.30.3 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.30.4        Amendment Number Four to Third Party Pledge Agreement effective
               as of June 28, 1996, filed as Exhibit 10.30.4 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference.

10.30.5        Amendment Number Five to Third Party Pledge Agreement effective
               as of August 13, 1996, filed as Exhibit 10.30.5 to the Company's
               Registration Statement No. 333-07685 and incorporated herein by
               this reference

10.30.6*       Amendment Number Six to Third Party Pledge Agreement effective
               as of August 10, 1996.

10.30.7        Amendment Number Seven to Third Party Agreement effective as of
               October 29, 1996, filed as Exhibit 10.30.7 to the 1996 10-K and
               incorporated herein by this reference.

10.30.8        Amendment Number Eight to Third Party Agreement effective as of
               December 19, 1996, filed as Exhibit 10.30.8 to the 1996 10-K and
               incorporated herein by this reference.

10.30.9        Amendment Number Nine To Third Party Pledge Agreement effective
               as of January 17, 1997, filed as Exhibit 10.30.9 to the Company's
               current report for the quarter ended March 31, 1997 and
               incorporated herein by this reference.

10.30.10       Amendment Number Ten To Third Party Pledge Agreement effective as
               of March 10, 1997, filed as Exhibit 10.30.10 to the Company's
               current report for the quarter ended March 31, 1997 and
               incorporated herein by this reference.


10.30.11       Amendment Number Eleven To Third Party Pledge Agreement effective
               as of March 31, 1997, filed as Exhibit 10.30.11 to the Company's
               current report for the quarter ended March 31, 1997 and
               incorporated herein by this reference.

10.30.12*      Amendment Number Twelve to Third Party Pledge Agreement
               effective as of May 6, 1997.
       
10.30.13*      Amendment Number Thirteen to Third Party Pledge Agreement
               effective as of June 11, 1997.


10.31*         Revolving Credit Agreement dated as of May 1, 1997 among Sunstone
               Hotel Investors, L.P., Bank One Arizona, NA, Credit Lyonnais New
               York Branch and Wells Fargo Bank, National Association.

27             Financial Data Schedule, filed as Exhibit 27 to the Company's
               Current Report on Form 10-Q for the quarter ended June 30, 1997
               (filed August 14, 1997) and incorporated herein by this
               reference. 
</TABLE>

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  *  Filed herewith.