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                                                                   Exhibit 10.19



                              [RED ROOF INNS LOGO]



                                 October 8, 1998


David L. Rea
6330 Angeles Drive
Dublin, OH 43016

Dear David,

This letter will confirm the terms of our agreement with respect to your
promotion to the position of Executive Vice President, Chief Financial Officer
and Treasurer of Red Roof Inns, Inc. ("RRI").

     1.   EFFECTIVE DATE. The effective date of this promotion is Tuesday,
          October 6, 1998.

     2.   SALARY. Your new salary will be $200,000 a year.

     3.   PERFORMANCE APPRAISAL AND SALARY REVIEW. You will receive a
          performance appraisal with the potential of a salary adjustment
          effective January 1, 1999.

     4.   MANAGEMENT INCENTIVE COMPENSATION PLAN. In your new position, you will
          be eligible for a maximum bonus of 75% of annual salary. Any bonus
          earned in 1998 will be prorated (with 75% based on a maximum potential
          of 60% of annual salary and 25% based on a maximum potential of 75%).

     5.   STOCK OPTIONS. You will be granted options to purchase 35,000 shares
          of RRI common stock, $.01 par value ("Common Stock"), exercisable at
          yesterday's closing price ($15.563).

     6.   CAR ALLOWANCE. Your car allowance will be increased to $600.00 per
          month.

     7.   EXECUTIVE SEVERANCE AGREEMENT ("PARACHUTE" AGREEMENT). You will
          receive a new parachute agreement which will increase severance
          benefits to three times annual base salary, three times the highest
          bonus, and 36 months of health benefits. Your new parachute also
          includes a "Relocation" paragraph which provides for the Company to
          purchase your house under specified circumstances (copy attached).

     8.   SEVERANCE. In the event your employment is terminated without "cause",
          you will be entitled to continuous payment of your base salary then in
          effect until you secure other employment up to a maximum period of
          twelve (12) months from the date of termination. Any termination for
          cause shall follow the definition of "cause" and the procedures for
          termination as set forth in section (2) of your Executive Severance
          Agreement. You will also be entitled to continue to receive (during
          the severance period) such company-provided group health insurance,
          life insurance and long-term disability coverage as are in effect at
          the time of termination; in addition, you will receive a prorated
          portion of any bonus you would have earned, and it will be paid when
          bonuses for that year are paid to others in the Management Incentive
          Compensation Plan. The Company will also provide you with outplacement
          services for a period of up to twelve (12) months from the date of
          termination.




     Red Roof Inns, Inc. * 4355 Davidson Road * Hilliard, Ohio 43026-2491 *
                                 (614) 876-3200


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David L. Rea
October 8, 1998
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     9.   OTHER RIGHTS AND BENEFITS. This letter agreement shall not affect
          adversely any rights which you may have pursuant to any other
          agreement, employment contract, policy, plan, program, or arrangement
          of the Company, including but not limited to the provisions of your
          original August 16, 1996 Employment Letter.

Your promotion is well-deserved, David, and I am looking forward to working with
you in your new, expanded role.

                                            Sincerely,



                                            Francis W. Cash
                                            Chairman, President &
                                            Chief Executive Officer

FWC/dj

Attachment





AGREED AND ACCEPTED:                     _______________________________________
                                                      David L. Rea


DATE:                                    _______________________________________