##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION



FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d)





BRISTOL HOTELS & RESORTS







Commission File No. 1-14047

|                         |  |                   
|------------------------ |  | ------------------
|Incorporated in Delaware |  | IRS No. 75-2754805



---

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

|                                       |  |                        
|-------------------------------------- |  | -----------------------
|                                       |  | Name of each exchange  
|Title of each class                    |  | on which registered    
|                                       |  |                        
|Common Stock, Par Value $.01 per share |  | New York Stock Exchange



---

The Company (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 and (2) has been
subject to such filing requirements for the past 90 days.

The number of shares of common stock, par value $.01 per
share, outstanding at November 9, 1999, was 17,808,686.



---






---

TABLE OF CONTENTS



|                                                                                                               |                                                                                            |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|BRISTOL HOTELS & RESORTS INDEX                                                                                
|BRISTOL HOTELS & RESORTS                                                                                      
|BRISTOL HOTELS & RESORTS MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
|                                                                                                               | Nine Months Ended September 30, 1999                                                      
|                                                                                                               | Three Months Ended September 30, 1998 and Period from Inception through September 30, 1998
|                                                                                                               | Bristol Hotel Company (Predecessor)                                                       
|                                                                                                               | July 1, 1998 through July 27, 1998 and January 1, 1998 through July 27, 1998              
|SIGNATURE                                                                                                     
|EXHIBIT INDEX                                                                                                 



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BRISTOL HOTELS & RESORTS

INDEX

|                               |                                                                                                |                                                                                                                                                             |    |    |    | 
|------------------------------ | ---------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | -- | -- | 
|                               |                                                                                                | Page No.                                                                                                                                                   
|                               |                                                                                                |                                                                                                                                                            
|PART I. FINANCIAL INFORMATION. |                                                                                                |                                                                                                                                                             |    |   
|                              
|                              
|                              
|                              
|                               | Item 1. Financial Statements:                                                                  |                                                                                                                                                             |    |    |   
|                               |                                                                                                |                                                                                                                                                             |    |   
|                               | Bristol Hotels & Resorts                                                                       |                                                                                                                                                             |    |    |   
|                               |                                                                                                |                                                                                                                                                             |    |   
|                               |                                                                                                | Consolidated Statements of Operations for the three months ended
	June 30, 1999 and 1998                                                                    |    |    | 3  | 
|                              
|                              
|                              
|                              
|                               |                                                                                                | Consolidated Statements of Operations for the nine months ended
	September 30, 1999 and period from Inception (March 
	20, 1998) through September 30, 1998 |    |    | 4  | 
|                              
|                              
|                              
|                              
|                               |                                                                                                | Consolidated Balance Sheets as of September 30, 1999 and
	December 31, 1998                                                                                 |    |    | 5  | 
|                              
|                              
|                              
|                              
|                               |                                                                                                | Consolidated Statements of Cash Flows for the nine months ended
	September 30, 1999 and period from Inception (March 
	20, 1998) through September 30, 1998 |    |    | 6  | 
|                              
|                              
|                              
|                              
|                               |                                                                                                | Notes to Consolidated Financial Statements                                                                                                                  |    |    | 7  | 
|                               | Bristol Hotel Company (Predecessor)                                                            |                                                                                                                                                             |    |    |   
|                               |                                                                                                |                                                                                                                                                             |    |   
|                               |                                                                                                | Consolidated Statement of Operations for the period July  1,
	 1998 through July 27, 1998                                                                   |    |    | 9  | 
|                              
|                              
|                              
|                              
|                               |                                                                                                | Consolidated Statement of Operations for the period
	January 1, 1998 through July 27, 1998                                                                  |    |    | 10 | 
|                              
|                              
|                              
|                              
|                               |                                                                                                | Consolidated Statement of Cash Flows for the period
	January 1, 1998 through July 27, 1998                                                                  |    |    | 11 | 
|                              
|                              
|                              
|                              
|                               |                                                                                                | Notes to Consolidated Financial Statements                                                                                                                  |    |    | 12 | 
|                              
|                              
|                              
|                              
|                               | Item 2. Managements Discussion and Analysis of
	Results of Operations and Financial Condition |                                                                                                                                                             |    | 14 |   
|                               |                                                                                                |                                                                                                                                                             |    |   
|PART II. OTHER INFORMATION.    |                                                                                                |                                                                                                                                                             |    |   
|                              
|                              
|                              
|                              
|                               | Item 6. Exhibits and Reports on Form 8-K                                                       |                                                                                                                                                             |    | 22 |   
|                               |                                                                                                |                                                                                                                                                             |    |   
|SIGNATURE                      |                                                                                                |                                                                                                                                                             | 23 |   

2



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##### Table of Contents






BRISTOL HOTELS & RESORTS

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998



|                                                                             |                                   |                               |               |               |        |         |       |        |        |         | 
|---------------------------------------------------------------------------- | --------------------------------- | ----------------------------- | ------------- | ------------- | ------ | ------- | ----- | ------ | ------ | ------- | 
|                                                                             |                                   | September 30,                 |               | September 30,
|                                                                             |                                   | 1999                          |               | 1998         
|                                                                             |                                   |                               |               |              
|REVENUE                                                                      |                                   |                               |               |               |        |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Rooms                             |                               | $             | 150,653       |        |         | $     | 92,048 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Food and beverage                 |                               |               | 33,722        |        |         |       | 20,987 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Management fees                   |                               |               | 1,963         |        |         |       | 998    |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Construction management fees      |                               |               | 513           |        |         |       | 995    |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Other                             |                               |               | 10,021        |        |         |       | 6,179  |       
|                                                                             |                                   |                               |               |               |        |         |       |       
|                                                                             |                                   |                               | Total revenue |               |        | 196,872 |       |        |        | 121,207 | 
|                                                                             |                                   |                               |               |               |        |         |       |       
|OPERATING COSTS AND EXPENSES                                                 |                                   |                               |               |               |        |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Departmental expenses:            |                               |               |               |        |         |       |        |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Rooms                         |               |               | 42,831 |         |       |        | 26,053 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Food and beverage             |               |               | 26,726 |         |       |        | 16,052 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Other operating departments   |               |               | 4,071  |         |       |        | 2,535  |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Undistributed operating expenses: |                               |               |               |        |         |       |        |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Tenant lease expense          |               |               | 62,800 |         |       |        | 38,894 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Administrative and general    |               |               | 17,785 |         |       |        | 11,728 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Marketing                     |               |               | 15,663 |         |       |        | 7,721  |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Property occupancy costs      |               |               | 17,900 |         |       |        | 11,847 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Depreciation and amortization |               |               | 834    |         |       |        | 378    |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Corporate expense             |               |               | 5,507  |         |       |        | 3,958  |        
|                                                                             |                                   |                               |               |               |        |         |       |       
|Operating income                                                             |                                   |                               | 2,755         |               |        |         | 2,041 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Other income (expense):                                                      |                                   |                               |               |               |        |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Interest income (expense), net    |                               |               | 393           |        |         |       | (78    | )     
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Equity in income of joint venture |                               |               | 28            |        |         |       |       |       
|                                                                             |                                   |                               |               |               |        |         |       |       
|Income before income taxes                                                   |                                   |                               | 3,176         |               |        |         | 1,963 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Provision for income taxes                                                   |                                   |                               | 1,254         |               |        |         | 787   |       
|                                                                             |                                   |                               |               |               |        |         |       |       
|NET INCOME                                                                   |                                   | $                             | 1,922         |               |        | $       | 1,176 |       
|                                                                             |                                   |                               |               |               |        |         |       |       
|Earnings per common and common equivalent share:                             |                                   |                               |               |               |        |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Net income:                       |                               |               |               |        |         |       |        |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Basic                         |               | $             | 0.11   |         |       | $      | 0.09   |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Diluted                       |               | $             | 0.11   |         |       | $      | 0.09   |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Weighted average number of common and common equivalent shares
	outstanding: |                                   |                               |               |               |        |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Basic                             |                               |               | 17,829        |        |         |       | 12,753 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Diluted                           |                               |               | 18,130        |        |         |       | 12,921 |       

The accompanying notes are an integral part of these consolidated
 financial statements.

3



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##### Table of Contents



BRISTOL HOTELS & RESORTS

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND THE

PERIOD FROM INCEPTION (MARCH 20, 1998) THROUGH
SEPTEMBER 30, 1998




|                                                                             |                                   |                               |               |               |         |         |       |        |        |         | 
|---------------------------------------------------------------------------- | --------------------------------- | ----------------------------- | ------------- | ------------- | ------- | ------- | ----- | ------ | ------ | ------- | 
|                                                                             |                                   | Nine Months                   |               | Inception    
|                                                                             |                                   | Ended                         |               | Through      
|                                                                             |                                   | September 30,                 |               | September 30,
|                                                                             |                                   | 1999                          |               | 1998         
|                                                                             |                                   |                               |               |              
|REVENUE                                                                      |                                   |                               |               |               |         |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Rooms                             |                               | $             | 430,144       |         |         | $     | 92,175 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Food and beverage                 |                               |               | 102,798       |         |         |       | 20,988 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Management fees                   |                               |               | 4,481         |         |         |       | 998    |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Construction management fees      |                               |               | 2,904         |         |         |       | 995    |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Other                             |                               |               | 29,673        |         |         |       | 6,183  |       
|                                                                             |                                   |                               |               |               |         |         |       |       
|                                                                             |                                   |                               | Total revenue |               |         | 570,000 |       |        |        | 121,339 | 
|                                                                             |                                   |                               |               |               |         |         |       |       
|OPERATING COSTS AND EXPENSES                                                 |                                   |                               |               |               |         |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Departmental expenses:            |                               |               |               |         |         |       |        |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Rooms                         |               |               | 122,899 |         |       |        | 26,101 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Food and beverage             |               |               | 80,521  |         |       |        | 16,052 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Other operating departments   |               |               | 11,458  |         |       |        | 2,536  |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Undistributed operating expenses: |                               |               |               |         |         |       |        |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Tenant lease expense          |               |               | 176,637 |         |       |        | 38,992 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Administrative and general    |               |               | 52,883  |         |       |        | 11,743 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Marketing                     |               |               | 44,779  |         |       |        | 7,734  |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Property occupancy costs      |               |               | 50,253  |         |       |        | 11,863 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Depreciation and amortization |               |               | 2,224   |         |       |        | 378    |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Corporate expense             |               |               | 16,848  |         |       |        | 3,958  |        
|                                                                             |                                   |                               |               |               |         |         |       |       
|Operating income                                                             |                                   |                               | 11,498        |               |         |         | 1,982 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Other income (expense):                                                      |                                   |                               |               |               |         |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Interest income (expense), net    |                               |               | 979           |         |         |       | (78    | )     
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Equity in loss of joint venture   |                               |               | (17           | )       |         |       |       |       
|                                                                             |                                   |                               |               |               |         |         |       |       
|Income before income taxes                                                   |                                   |                               | 12,460        |               |         |         | 1,904 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Provision for income taxes                                                   |                                   |                               | 4,922         |               |         |         | 787   |       
|                                                                             |                                   |                               |               |               |         |         |       |       
|NET INCOME                                                                   |                                   | $                             | 7,538         |               |         | $       | 1,117 |       
|                                                                             |                                   |                               |               |               |         |         |       |       
|Earnings per common and common equivalent share:                             |                                   |                               |               |               |         |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Net income:                       |                               |               |               |         |         |       |        |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Basic                         |               | $             | 0.42    |         |       | $      | 0.19   |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Diluted                       |               | $             | 0.42    |         |       | $      | 0.18   |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Weighted average number of common and common equivalent shares
	outstanding: |                                   |                               |               |               |         |         |       |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Basic                         |               |               | 17,797  |         |       |        | 6,018  |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Diluted                       |               |               | 18,099  |         |       |        | 6,196  |        

The accompanying notes are an integral part of these consolidated
 financial statements.

4



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##### Table of Contents



BRISTOL HOTELS & RESORTS

CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998



|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |        |         | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------------------------ | ------- | ------------ | ------- |  | ------- | ------ | ------- | 
|                                                                                                                                                                                                                                                                                               |                                        | September 30,                              |         | December 31,
|                                                                                                                                                                                                                                                                                               |                                        | 1999                                       |         | 1998        
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |             
|                                                                                                                                                                                                                                                                                               |                                        | (Unaudited)                                |         |             
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|ASSETS                                                                                                                                                                                                                                                                                        
|Current assets                                                                                                                                                                                                                                                                                 |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Cash and cash equivalents              |                                            | $       | 15,904       |         |  | $       | 24,916 |        
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Accounts receivable, net               |                                            |         | 49,702       |         |  |         | 35,329 |        
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Prepaid rent                           |                                            |         | 13,613       |         |  |         | 11,042 |        
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Inventory                              |                                            |         | 10,506       |         |  |         | 9,612  |        
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Notes receivable  FelCor              |                                            |         | 10,382       |         |  |         | 9,100  |        
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Deposits and other current assets      |                                            |         | 6,427        |         |  |         | 6,144  |        
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                               |                                        | Total current assets                       |         |              | 106,534 |  |         |        | 96,143  | 
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Property and equipment, net                                                                                                                                                                                                                                                                    |                                        |                                            | 7,417   |              |         |  | 5,889   |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Investment in joint venture                                                                                                                                                                                                                                                                    |                                        |                                            | 721     |              |         |  |        |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Investment in management contracts, net                                                                                                                                                                                                                                                        |                                        |                                            | 1,370   |              |         |  | 1,962   |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Deferred charges and other non-current assets, net                                                                                                                                                                                                                                             |                                        |                                            | 1,029   |              |         |  | 1,528   |       
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                               |                                        | Total assets                               |         | $            | 117,071 |  |         | $      | 105,522 | 
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                          
|Current liabilities                                                                                                                                                                                                                                                                            |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Accounts payable and accrued expenses  |                                            | $       | 41,795       |         |  | $       | 41,641 |        
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Accrued occupancy, sales and use taxes |                                            |         | 8,143        |         |  |         | 6,512  |        
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Accrued rent                           |                                            |         | 10,141       |         |  |         | 8,498  |        
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                               | Accrued insurance reserves             |                                            |         | 6,063        |         |  |         | 6,511  |        
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                               |                                        | Total current liabilities                  |         |              | 66,142  |  |         |        | 63,162  | 
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Deferred income taxes                                                                                                                                                                                                                                                                          |                                        |                                            | 1,027   |              |         |  | 1,376   |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Other liabilities                                                                                                                                                                                                                                                                              |                                        |                                            | 6,868   |              |         |  | 5,575   |       
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                               |                                        | Total liabilities                          |         |              | 74,037  |  |         |        | 70,113  | 
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                              
|Common stock ($.01 par value; 100,000,000 shares
	authorized, 31,981,365 shares issued at September 30,
	1999, and 31,957,919 shares issued at December 31,
	1999, respectively, and 17,808,686 and 17,778,315 shares
	outstanding at September 30, 1999,and December 31,
	1998, respectively) |                                        |                                            | 229     |              |         |  | 228     |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Additional paid-in capital                                                                                                                                                                                                                                                                     |                                        |                                            | 57,246  |              |         |  | 57,160  |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Cumulative translation adjustment                                                                                                                                                                                                                                                              |                                        |                                            | 12      |              |         |  | 12      |       
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Treasury stock, at cost (5,065,409 shares)                                                                                                                                                                                                                                                     |                                        |                                            | (24,636 | )            |         |  | (24,636 | )     
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                              
|Retained earnings                                                                                                                                                                                                                                                                              |                                        |                                            | 10,183  |              |         |  | 2,645   |       
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                               |                                        | Total stockholders equity                 |         |              | 43,034  |  |         |        | 35,409  | 
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |       
|                                                                                                                                                                                                                                                                                               |                                        | Total liabilities and stockholders equity |         | $            | 117,071 |  |         | $      | 105,522 | 
|                                                                                                                                                                                                                                                                                               |                                        |                                            |         |              |         |  |         |       

The accompanying notes are an integral part of these consolidated
 financial statements.

5



---



##### Table of Contents



BRISTOL HOTELS & RESORTS

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND THE

PERIOD FROM INCEPTION (MARCH 20, 1998) THROUGH
SEPTEMBER 30, 1998




|                                                     |                                                                                 |                                                                                   |                                                 |               |       |        |        |         |     |        |  
|---------------------------------------------------- | ------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ----------------------------------------------- | ------------- | ----- | ------ | ------ | ------- | --- | ------ | -
|                                                     |                                                                                 | Nine Months                                                                       |                                                 | Inception    
|                                                     |                                                                                 | Ended                                                                             |                                                 | Through      
|                                                     |                                                                                 | September 30,                                                                     |                                                 | September 30,
|                                                     |                                                                                 | 1999                                                                              |                                                 | 1998         
|                                                     |                                                                                 |                                                                                   |                                                 |              
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Net income                                                                      |                                                                                   | $                                               | 7,538         |       |        | $      | 1,117   |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Adjustments to reconcile net income to net cash used in operating
	 activities: |                                                                                   |                                                 |               |       |        |        |         |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                 | Depreciation and amortization                                                     |                                                 |               | 2,224 |        |        |         | 378 |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                 | Amortization of deferred financing fees                                           |                                                 |               | 213   |        |        |         | 55  |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                 | Non-cash portion of foreign currency translation                                  |                                                 |               |      |        |        |         | (19 | )     
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                 | Equity in loss of joint venture                                                   |                                                 |               | (17   | )      |        |         |    |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                 | Non-cash write-off of investment in Hollywood management contract                 |                                                 |               | 840   |        |        |         |    |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                 | Compensation expense recognized for employee stock options                        |                                                 |               | 187   |        |        |         | 54  |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                                 | Compensation expense recognized for restricted stock issued to
	executive officer |                                                 |               | 45    |        |        |         |    |       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Changes in working capital                                                      |                                                                                   |                                                 | (14,759       | )     |        |        | (5,262  | )  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Increase in other liabilities                                                   |                                                                                   |                                                 | 1,293         |       |        |        | 5       |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Deferred tax provision                                                          |                                                                                   |                                                 | (350          | )     |        |        | 18      |    
|                                                     |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|                                                     |                                                                                 |                                                                                   | Cash used in operating activities               |               |       | (2,786 | )      |         |     | (3,654 | )
|                                                     |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Improvements to property and equipment                                          |                                                                                   |                                                 | (3,568        | )     |        |        | (91     | )  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Investment in joint venture                                                     |                                                                                   |                                                 | (704          | )     |        |        |        |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Investment in management contract                                               |                                                                                   |                                                 | (400          | )     |        |        |        |    
|                                                     |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|                                                     |                                                                                 |                                                                                   | Cash used in investing activities               |               |       | (4,672 | )      |         |     | (91    | )
|                                                     |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Contribution from Predecessor                                                   |                                                                                   |                                                 |              |       |        |        | 48,988  |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from employee stock purchase plan                                      |                                                                                   |                                                 |              |       |        |        | 1,538   |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Repurchase of shares from Bass plc                                              |                                                                                   |                                                 |              |       |        |        | (25,814 | )  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Repurchase and retirement of common stock                                       |                                                                                   |                                                 | (188          | )     |        |        |        |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Decrease in deferred charges and other non-current assets                       |                                                                                   |                                                 | (128          | )     |        |        | (56     | )  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Increase in FelCor Notes, net of repayments                                     |                                                                                   |                                                 | (1,282        | )     |        |        |        |    
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from exercise of employee stock options                                |                                                                                   |                                                 | 44            |       |        |        | 574     |    
|                                                     |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|                                                     |                                                                                 |                                                                                   | Cash provided by (used in) financing activities |               |       | (1,554 | )      |         |     | 25,230 |  
|                                                     |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|Net increase (decrease) in cash and cash equivalents |                                                                                 |                                                                                   | (9,012                                          | )             |       |        | 21,485 |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at beginning of period     |                                                                                 |                                                                                   | 24,916                                          |               |       |        |       |        
|                                                     |                                                                                 |                                                                                   |                                                 |               |       |        |        |        
|                                                    
|Cash and cash equivalents at end of period           |                                                                                 | $                                                                                 | 15,904                                          |               |       | $      | 21,485 |        
|                                                     |                                                                                 |                                                                                   |                                                 |               |       |        |        |        

The accompanying notes are an integral part of these consolidated
 financial statements.

6



---



##### Table of Contents



BRISTOL HOTELS & RESORTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. ORGANIZATION



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Bristol Hotels & Resorts (together with its
	subsidiaries, the Company or Bristol) is
	a Delaware corporation which was incorporated on March 20,
	1998 (Inception), and began operations on
	May 20, 1998, as a subsidiary of Bristol Hotel Company
	(BHC or the Predecessor). The Company was
	 spun off from BHC (the Spin-off) in connection with
	the merger of BHC with FelCor Lodging Trust Incorporated
	(FelCor) on July 27, 1998, and began trading on
	July 28, 1998, as a separate publicly traded company.                                                                                                                                                                                                                                                                                                                       
|
| | The Company is one of the leading independent hotel operating
	companies in the United States, operating 115 primarily
	full-service hotels (as of September 30, 1999) in the
	upscale and midscale segments of the hotel industry, of which
	100 hotels are operated under the long-term leases with
	FelCor. The hotels contain approximately 30,700 rooms and
	are located in 27 states and Canada with 30 hotels in
	Texas, 11 hotels in California and 9 hotels in Georgia.
	 Bristol operates the largest number of Bass Hotels &
	Resorts branded hotels in the world, including Crowne Plaza,
	Holiday Inn Select, Holiday Inn and Holiday Inn Express hotels.
	Bristol also operates 21 hotels under other hotel brands,
	including Sheraton Four Points, Hampton Inn, Homewood Suites,
	Hawthorne Suites, Courtyard by Marriott and Fairfield Inn.

2. BASIS OF PRESENTATION



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The consolidated balance sheet at December 31, 1998, has
	been derived from the audited balance sheet at that date. The
	consolidated balance sheet at September 30, 1999, and the
	consolidated statements of operations for the three and nine
	months ended September 30, 1999, the three months ended
	September 30, 1998, and the period from Inception through
	September 30, 1998, and the statements of cash flows for the
	 nine months ended September 30, 1999, and the period from
	Inception through September 30, 1998, have been prepared by
	the Company and are unaudited. In the opinion of management, all
	adjustments (which include only normal recurring adjustments)
	necessary to present fairly, in all material respects, the
	financial position of the Company as of September 30, 1999
	and 1998, and the results of operations and cash flows for the
	periods presented have been made. The preparation of financial
	statements in accordance with generally accepted accounting
	principles requires management to make estimates and assumptions.
	 Such estimates and assumptions affect the reported amounts of
	assets and liabilities, as well as the disclosure of contingent
	assets and liabilities at the date of the financials statements
	and the reported amounts of revenue and expenses during the
	reporting period. Actual results may differ from those estimated.
	 Interim results are not necessarily indicative of fiscal year
	performance because of seasonal and short-term variations.
|
| | The Company had no operations from March 20, 1998, through
	May 19, 1998. Operations began on May 20, 1998, with
	the lease of the Hampton Inn  Las Vegas. From
	May 20, 1998, to July 28, 1998, the Companys sole
	 asset was the leasehold interest in the Hampton Inn 
	Las Vegas; therefore, the statements of operations and cash flows
	 presented for the Company for the three months ended
	September 30, 1998, and the period from Inception through
	September 30, 1998, are not indicative of the Companys
	 future performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Certain information and footnote disclosures normally included in
	 financial statements presented in accordance with generally
	accepted accounting principles have been condensed or omitted.
	The Company believes the disclosures made are adequate to make
	the information presented not misleading. However, the
	consolidated financial statements contained in this report should
	 be read in conjunction with the consolidated financial
	statements and notes thereto included in the Companys
	Annual Report on Form 10-K for the year ended
	December 31, 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

7



---



##### Table of Contents



BRISTOL HOTELS & RESORTS


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. INVESTMENT IN MANAGEMENT CONTRACTS



| |                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the third quarter of 1999, the Company received notice
	from the owner of five hotels managed by the Company of the sale
	of these hotels and the termination of the management contracts.
	The Company accrued a termination fee of $1 million during
	the third quarter, and ceased management of these properties on
	October 12, 1999.

4. EARNINGS PER SHARE



| |                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table reconciles the computation of basic earnings
	per share to diluted earnings per share for the three and nine
	months ended September 30, 1999, the three months ended
	September 30, 1998, and the period from Inception through
	September 30, 1998:

|                                       |                                         |                  |   |        |  |           |  |            |  |  |   |      | 
|-------------------------------------- | --------------------------------------- | ---------------- | - | ------ |  | --------- |  | ---------- |  |  | - | ---- | 
|                                       |                                         |                  |   |        |  | Per Share
|                                       |                                         | Net Income       |   | Shares |  | Amount   
|                                       |                                         |                  |   |        |  |          
|                                       |                                         | ($ in thousands) |   |        |  |          
|                                      
|                                      
|                                      
|                                      
|Three months ended September 30, 1999: |                                         |                  |   |        |  |           |  |            |  |  |   |     
|                                      
|                                      
|                                      
|                                      
|                                       | Net income per share                    |                  | $ | 1,922  |  |           |  | 17,828,795 |  |  | $ | 0.11 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Effect of options                       |                  |   |       |  |           |  | 300,958    |  |  |   |     | 
|                                       |                                         |                  |   |        |  |           |  |            |  |  |   |     
|                                       | Net income per share, assuming dilution |                  | $ | 1,922  |  |           |  | 18,129,753 |  |  | $ | 0.11 | 
|                                       |                                         |                  |   |        |  |           |  |            |  |  |   |     
|Nine months ended September 30, 1999:  |                                         |                  |   |        |  |           |  |            |  |  |   |     
|                                      
|                                      
|                                      
|                                      
|                                       | Net income per share                    |                  | $ | 7,538  |  |           |  | 17,796,522 |  |  | $ | 0.42 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Effect of options                       |                  |   |       |  |           |  | 302,234    |  |  |   |     | 
|                                       |                                         |                  |   |        |  |           |  |            |  |  |   |     
|                                       | Net income per share, assuming dilution |                  | $ | 7,538  |  |           |  | 18,098,756 |  |  | $ | 0.42 | 
|                                       |                                         |                  |   |        |  |           |  |            |  |  |   |     
|Three months ended September 30, 1998: |                                         |                  |   |        |  |           |  |            |  |  |   |     
|                                      
|                                      
|                                      
|                                      
|                                       | Net income per share                    |                  | $ | 1,176  |  |           |  | 12,753,420 |  |  | $ | 0.09 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Effect of options                       |                  |   |       |  |           |  | 167,528    |  |  |   |     | 
|                                       |                                         |                  |   |        |  |           |  |            |  |  |   |     
|                                       | Net income per share, assuming dilution |                  | $ | 1,176  |  |           |  | 12,920,948 |  |  | $ | 0.09 | 
|                                       |                                         |                  |   |        |  |           |  |            |  |  |   |     
|Inception through September 30, 1998:  |                                         |                  |   |        |  |           |  |            |  |  |   |     
|                                      
|                                      
|                                      
|                                      
|                                       | Net income per share                    |                  | $ | 1,117  |  |           |  | 6,017,526  |  |  | $ | 0.19 | 
|                                      
|                                      
|                                      
|                                      
|                                       | Effect of options                       |                  |   |       |  |           |  | 178,344    |  |  |   |     | 
|                                       |                                         |                  |   |        |  |           |  |            |  |  |   |     
|                                       | Net income per share, assuming dilution |                  | $ | 1,117  |  |           |  | 6,195,870  |  |  | $ | 0.18 | 
|                                       |                                         |                  |   |        |  |           |  |            |  |  |   |     



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Outstanding options to purchase shares of common stock, where the
	 options exercise prices were greater than the average
	market price of the common shares for the time reported, are
	excluded from the above computation of diluted weighted average
	outstanding shares. For the three and nine months ended
	September 30, 1999, 116,250 options were excluded from the
	computation for each period. For the three months ended
	September 30, 1998, and the period from Inception through
	September 30, 1998, 303,325 and 228,325 options were
	excluded from the computation, respectively.

8



---



##### Table of Contents



BRISTOL HOTEL COMPANY (PREDECESSOR)

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD JULY 1, 1998 THROUGH JULY 27, 1998



|                                                                             |                                   |                               |               |         |        |        | 
|---------------------------------------------------------------------------- | --------------------------------- | ----------------------------- | ------------- | ------- | ------ | ------ | 
|                                                                             |                                   | July 1, 1998                 
|                                                                             |                                   | Through                      
|                                                                             |                                   | July 27, 1998                
|                                                                             |                                   |                              
|REVENUE                                                                      |                                   |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Rooms                             |                               | $             | 49,021  |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Food and beverage                 |                               |               | 9,167   |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Management fees                   |                               |               | 82      |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Other                             |                               |               | 4,779   |       
|                                                                             |                                   |                               |               |        
|                                                                             |                                   |                               | Total revenue |         |        | 63,049 | 
|                                                                             |                                   |                               |               |        
|OPERATING COSTS AND EXPENSES                                                 |                                   |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Departmental expenses:            |                               |               |         |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Rooms                         |               |         | 17,200 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Food and beverage             |               |         | 8,934  |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Other                         |               |         | 638    |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Undistributed operating expenses: |                               |               |         |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Administrative and general    |               |         | 8,666  |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Marketing                     |               |         | 5,162  |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Property occupancy costs      |               |         | 14,528 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Depreciation and amortization |               |         | 7,382  |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Corporate expense             |               |         | 12,669 |       
|                                                                             |                                   |                               |               |        
|Operating loss                                                               |                                   |                               | (12,130       | )      
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Other expense:                                                               |                                   |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Interest expense                  |                               |               | 5,817   |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Equity in loss of joint ventures  |                               |               | 602     |       
|                                                                             |                                   |                               |               |        
|                                                                             | Loss before income taxes          |                               |               | (18,549 | )     
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Income tax benefit                |                               |               | (7,420  | )     
|                                                                             |                                   |                               |               |        
|                                                                             | Net loss                          |                               | $             | (11,129 | )     
|                                                                             |                                   |                               |               |        
|Earnings per common and common equivalent share:                             |                                   |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Net loss:                         |                               |               |         |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Basic                         |               | $       | (0.25  | )     
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                   | Diluted                       |               |         | (0.24  | )     
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Weighted average number of common and common Equivalent shares
	outstanding: |                                   |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Basic                             |                               |               | 45,235  |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Diluted                           |                               |               | 46,013  |       

The accompanying notes are an integral part of these consolidated
 financial statements.

9



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##### Table of Contents



BRISTOL HOTEL COMPANY (PREDECESSOR)

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE PERIOD JANUARY 1, 1998 THROUGH JULY 27, 1998



|                                                                             |                                    |                               |               |         |        |         | 
|---------------------------------------------------------------------------- | ---------------------------------- | ----------------------------- | ------------- | ------- | ------ | ------- | 
|                                                                             |                                    | January 1, 1998              
|                                                                             |                                    | Through                      
|                                                                             |                                    | July 27, 1998                
|                                                                             |                                    |                              
|REVENUE                                                                      |                                    |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Rooms                              |                               | $             | 308,638 |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Food and beverage                  |                               |               | 68,999  |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Management fees                    |                               |               | 3,538   |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Other                              |                               |               | 22,835  |       
|                                                                             |                                    |                               |               |        
|                                                                             |                                    |                               | Total revenue |         |        | 404,010 | 
|                                                                             |                                    |                               |               |        
|OPERATING COSTS AND EXPENSES                                                 |                                    |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Departmental expenses:             |                               |               |         |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Rooms                         |               |         | 89,721 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Food and beverage             |               |         | 54,751 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Other                         |               |         | 5,424  |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Undistributed operating expenses:  |                               |               |         |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Administrative and general    |               |         | 41,517 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Marketing                     |               |         | 29,169 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Property occupancy costs      |               |         | 65,907 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Depreciation and amortization |               |         | 34,300 |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Corporate expense             |               |         | 27,676 |        
|                                                                             |                                    |                               |               |        
|Operating income                                                             |                                    |                               | 55,545        |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Other (income) expense:                                                      |                                    |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Interest expense                   |                               |               | 30,892  |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Equity in income of joint ventures |                               |               | (783    | )     
|                                                                             |                                    |                               |               |        
|Income before income taxes and extraordinary item                            |                                    |                               | 25,436        |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Income taxes                                                                 |                                    |                               | 10,175        |        
|                                                                             |                                    |                               |               |        
|                                                                            
|Income before extraordinary item                                             |                                    |                               | 15,261        |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Extraordinary loss, net of tax                                               |                                    |                               | (25,689       | )      
|                                                                             |                                    |                               |               |        
|                                                                            
|Net loss                                                                     |                                    | $                             | (10,428       | )      
|                                                                             |                                    |                               |               |        
|                                                                            
|Earnings per common and common equivalent share:                             |                                    |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Income before extraordinary item:  |                               |               |         |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Basic                         |               | $       | 0.34   |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Diluted                       |               | $       | 0.34   |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Net loss:                          |                               |               |         |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Basic                         |               | $       | (0.23  | )      
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             |                                    | Diluted                       |               | $       | (0.23  | )      
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|Weighted average number of common and common equivalent shares
	outstanding: |                                    |                               |               |        
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Basic                              |                               |               | 44,380  |       
|                                                                            
|                                                                            
|                                                                            
|                                                                            
|                                                                             | Diluted                            |                               |               | 45,194  |       

The accompanying notes are an integral part of these consolidated
 financial statements.

10



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##### Table of Contents



BRISTOL HOTEL COMPANY (PREDECESSOR)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD JANUARY 1, 1998 THROUGH JULY 27, 1998



|                                                 |                                                                                 |                                                            |                                       |          |        |          |  
|------------------------------------------------ | ------------------------------------------------------------------------------- | ---------------------------------------------------------- | ------------------------------------- | -------- | ------ | -------- | -
|                                                 |                                                                                 | January 1, 1998                                           
|                                                 |                                                                                 | Through                                                   
|                                                 |                                                                                 | July 27, 1998                                             
|                                                 |                                                                                 |                                                           
|CASH FLOWS FROM OPERATING ACTIVITIES:            |                                                                                 |                                                            |                                       |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Net loss                                                                        |                                                            | $                                     | (10,428  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustment to reconcile net loss to net cash provided by
	operating activities: |                                                            |                                       |          |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                 | Depreciation and amortization                              |                                       |          | 34,300 |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                 | Amortization of deferred financing costs                   |                                       |          | 1,609  |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                 | Non-cash portion of extraordinary item, net of tax         |                                       |          | 5,095  |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                 | Compensation expense recognized for employee stock options |                                       |          | 132    |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                 | Equity in earnings of joint ventures                       |                                       |          | 616    |         
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                 | Non-cash portion of foreign currency translation           |                                       |          | 1,276  |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Changes in working capital                                                      |                                                            |                                       | 5,791    |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Decrease in restricted cash                                                     |                                                            |                                       | 1,263    |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Distribution from joint ventures                                                |                                                            |                                       | 90       |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Deferred income tax provision                                                   |                                                            |                                       | 1,143    |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Decrease in other liabilities                                                   |                                                            |                                       | (785     | )     
|                                                 |                                                                                 |                                                            |                                       |         
|                                                
|                                                 |                                                                                 |                                                            | Cash provided by operating activities |          |        | 40,102   |  
|                                                 |                                                                                 |                                                            |                                       |         
|                                                
|CASH FLOWS FROM INVESTING ACTIVITIES:            |                                                                                 |                                                            |                                       |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Improvements to property and equipment                                          |                                                            |                                       | (102,283 | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | HI-Thomas Circle settlement                                                     |                                                            |                                       | 4,100    |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Sale of property and equipment                                                  |                                                            |                                       | 4,750    |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Omaha Acquisition, net of assumed debt                                          |                                                            |                                       | (20,043  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Purchase of property and equipment                                              |                                                            |                                       | (9,000   | )     
|                                                 |                                                                                 |                                                            |                                       |         
|                                                
|                                                 |                                                                                 |                                                            | Cash used in investing activities     |          |        | (122,476 | )
|                                                 |                                                                                 |                                                            |                                       |         
|                                                
|CASH FLOWS FROM FINANCING ACTIVITIES:            |                                                                                 |                                                            |                                       |         
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayment of debt assumed in Omaha Acquisition                                  |                                                            |                                       | (25,329  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayment of long-term debt                                                     |                                                            |                                       | (13,508  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayment of Senior Notes                                                       |                                                            |                                       | (30,000  | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Borrowings under FelCor facility                                                |                                                            |                                       | 120,000  |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from BT loan                                                           |                                                            |                                       | 490,000  |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Repayment of Nomura credit facility                                             |                                                            |                                       | (455,000 | )     
|                                                
|                                                
|                                                
|                                                
|                                                 | Proceeds from exercise of employee stock options                                |                                                            |                                       | 1,631    |       
|                                                
|                                                
|                                                
|                                                
|                                                 | Increase in deferred charges and other non-current assets                       |                                                            |                                       | (4,021   | )     
|                                                 |                                                                                 |                                                            |                                       |         
|                                                
|                                                 |                                                                                 |                                                            | Cash provided by financing activities |          |        | 83,773   |  
|                                                 |                                                                                 |                                                            |                                       |         
|                                                
|Net increase in cash and cash equivalents        |                                                                                 |                                                            | 1,399                                 |         
|                                                
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                                 |                                                            | 86,167                                |         
|                                                 |                                                                                 |                                                            |                                       |         
|                                                
|Cash and cash equivalents at end of period       |                                                                                 | $                                                          | 87,566                                |         
|                                                 |                                                                                 |                                                            |                                       |         
|Supplemental cash flow information:              |                                                                                 |                                                            |                                       |         
|                                                 | Non-cash investing activities                                                   |                                                            |                                       |          |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                                 | Common stock issued in Omaha Acquisition                   |                                       | $        | 40,000 |         
|                                                 |                                                                                 |                                                            |                                       |         

The accompanying notes are an integral part of these consolidated
 financial statements.

11



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##### Table of Contents



BRISTOL HOTEL COMPANY (PREDECESSOR)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Bristol Hotel Company (BHC or the
	Predecessor) is a Delaware corporation which was
	incorporated in November 1994 and began operations after the
	acquisitions of Harvey Hotel Company, Ltd. and its subsidiaries
	and United Inns, Inc. At July 27, 1998, prior to the
	spin-off and the FelCor Merger (as defined in Note 2), BHC
	owned 107 hotels and managed 16 additional hotels, one of which
	was owned by a joint venture in which BHC owned a 50% interest.
	The properties, which contain approximately 32,700 rooms, are
	located in 27 states, the District of Columbia and Canada. BHC
	acquired the ownership and/or management of 60 of these
	properties on April 28, 1997 (the Holiday Inn
	Acquisition).                                                                                                                                                                                                                                                                                                                      
|
| | The consolidated statements of operations for the periods from
	July 1,1998, through July 27, 1998 and January 1, 1998,
	 through July 27, 1998, and the consolidated statement of
	cash flows for the period January 1, 1998, through
	July 27, 1998, are presented before giving effect to the
	spin-off and the FelCor Merger.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | The consolidated statements of operations and cash flows for the
	period January 1, 1998, through July 27, 1998 are
	derived from the audited financial statements for the related
	period. The consolidated statement of operations for the period
	July 1, 1998, through July 27, 1998, was prepared by
	BHC and is unaudited. In the opinion of management, all
	adjustments (which include only normal recurring adjustments)
	necessary to present fairly, in all material respects, the
	results of operations for the periods from July 1, 1998,
	through July 27, 1998, and January 1, 1998, through
	July 27, 1998, and its cash flows for the period from
	January 1, 1998, through July 27, 1998 have been made.
	Interim results are not necessarily indicative of fiscal year
	performance because of seasonal and short-term variations.
	Management does not believe that the results of operations of BHC
	 as predecessor are necessarily indicative of the future results
	of the spin-off entity, Bristol Hotels & Resorts
	(BH&R).

2.  FELCOR MERGER AND THE SPIN-OFF



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | BHCs hotel operating business was spun off as a separate
	publicly traded company, Bristol Hotels & Resorts, in
	connection with the merger of BHC with FelCor Suite Hotels,
	Inc. (FelCor) on July 27, 1998 (the FelCor
	 Merger). The FelCor Merger was consummated following the
	spin-off.                                                                                                                                                                                                        
|
| | In the spin-off, BHC stockholders received one common share of
	BH&R for every two of their BHC common shares. In the FelCor
	Merger, BHC stockholders received 0.685 FelCor common shares for
	each of their existing BHC common shares. As a result of these
	transactions, former BHC stockholders own all of BH&Rs
	equity and 44% of FelCors outstanding common equity. The
	spin-off was taxable to BHC and its stockholders, while the
	FelCor Merger was tax-free to FelCor and BHC stockholders.
|
| | Each of the BHC hotels acquired by FelCor in the FelCor Merger
	are leased to and operated by BH&R. BH&R and FelCor are
	separately owned and managed.                                                                                                                                                                                                                                                                                                                                                     

12



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##### Table of Contents



BRISTOL HOTEL COMPANY (PREDECESSOR)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Continued)

3. SETTLEMENTS



| |                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On July 24, 1998, in settlement of a dispute with its joint
	venture partner, BHC sold its 50% interest in the HI 
	Thomas Circle Joint Venture to an affiliate of John Hancock Life
	Insurance Company, its joint venture partner, for
	$4.1 million, resulting in a loss of $664 thousand.

4. EARNINGS PER SHARE



| |                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table reconciles the computation of basic earnings
	per share to diluted earnings per share for the periods from
	July 1, 1998, through July 27, 1998 and from
	January 1, 1998 through July 27, 1998:

|                                       |                                                              |                  |   |         |   |           |  |            |  |  |   |       |  
|-------------------------------------- | ------------------------------------------------------------ | ---------------- | - | ------- | - | --------- |  | ---------- |  |  | - | ----- | -
|                                       |                                                              |                  |   |         |   | Per Share
|                                       |                                                              | Net Income       |   | Shares  |   | Amount   
|                                       |                                                              |                  |   |         |   |          
|                                       |                                                              | ($ in thousands) |   |         |   |          
|                                      
|                                      
|                                      
|                                      
|July 1, 1998 through July 27, 1998:    |                                                              |                  |   |         |   |           |  |            |  |  |   |      
|                                      
|                                      
|                                      
|                                      
|                                       | Net loss per share                                           |                  | $ | (11,129 | ) |           |  | 45,234,972 |  |  | $ | (0.25 | )
|                                      
|                                      
|                                      
|                                      
|                                       | Effect of options                                            |                  |   |        |   |           |  | 778,116    |  |  |   |      |  
|                                       |                                                              |                  |   |         |   |           |  |            |  |  |   |      
|                                       | Net loss per share, assuming dilution                        |                  | $ | (11,129 | ) |           |  | 46,013,088 |  |  | $ | (0.24 | )
|                                       |                                                              |                  |   |         |   |           |  |            |  |  |   |      
|January 1, 1998 through July 27, 1998: |                                                              |                  |   |         |   |           |  |            |  |  |   |      
|                                      
|                                      
|                                      
|                                      
|                                       | Income before extraordinary item per share                   |                  | $ | 15,261  |   |           |  | 44,379,739 |  |  | $ | 0.34  |  
|                                      
|                                      
|                                      
|                                      
|                                       | Effect of options                                            |                  |   |        |   |           |  | 814,744    |  |  |   |      |  
|                                       |                                                              |                  |   |         |   |           |  |            |  |  |   |      
|                                       | Income before extraordinary item per share assuming dilution |                  | $ | 15,261  |   |           |  | 45,194,483 |  |  | $ | 0.34  |  
|                                       |                                                              |                  |   |         |   |           |  |            |  |  |   |      
|                                       | Net loss per share                                           |                  | $ | (10,428 | ) |           |  | 44,379,739 |  |  | $ | (0.23 | )
|                                      
|                                      
|                                      
|                                      
|                                       | Effect of options                                            |                  |   |        |   |           |  | 814,744    |  |  |   |      |  
|                                       |                                                              |                  |   |         |   |           |  |            |  |  |   |      
|                                       | Net loss per share, assuming dilution                        |                  | $ | (10,428 | ) |           |  | 45,194,483 |  |  | $ | (0.23 | )
|                                       |                                                              |                  |   |         |   |           |  |            |  |  |   |      



| |                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Outstanding options to purchase shares of common stock, where the
	 options exercise prices were greater than the average
	market price of the common shares for the time reported, were
	excluded from the above computation of diluted weighted average
	outstanding shares. For both of the periods presented,
	337,500 options were excluded from the computation.

5. COMPREHENSIVE INCOME



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | BHC adopted Statement of Financial Accounting Standards
	No. 130, Reporting Comprehensive Income
	(SFAS 130). SFAS 130 establishes standards
	for reporting and display of comprehensive income and its
	components in the financial statements. The objective of
	SFAS 130 is to report a measure of all changes in equity of
	an enterprise that result from transactions and other economic
	events of the period other than transactions with owners.
	Comprehensive income is the total of net income and all other
	non-owner changes in a companys equity.
|
| | Due to BHCs Canadian operations, it engaged in transactions
	 involving foreign currency resulting in translation adjustments
	of approximately $2.0 million and $1.6 million for the
	one and seven months ended July 27, 1998. For the period
	from July 1, 1998, through July 27, 1998 and
	January 1, 1998, through July 27, 1998, comprehensive
	loss was $9.1 million and $8.9 million, respectively.                                                                                                                                                          

13



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##### Table of Contents






BRISTOL HOTELS & RESORTS

MANAGEMENTS DISCUSSION AND ANALYSIS OF


RESULTS OF OPERATIONS AND FINANCIAL CONDITION


FORWARD-LOOKING STATEMENTS

Certain matters discussed in this Form 10-Q are
forward-looking statements and information that are based on
managements current views and assumptions concerning future
 events. Forward-looking statements are typically identified by
the words believe, expect,
anticipate, intend, estimate,
 project and similar expressions. These statements
are subject to risks and uncertainties that could cause
Bristols actual operations and results of operations to
differ materially from those reflected in such forward-looking
statements.

Forward-looking statements are not guarantees of future
performance and are subject to Bristol achieving its business
strategy and the costs and expected benefits of that strategy and
 having sufficient cash flow and other sources of cash to fund
its lease payments, debt service requirements, working capital
needs and other significant expenditures. Forward-looking
statements are also based on what Bristol anticipates future
trends in the lodging industry will be and how those will be
affected by industry capacity, the seasonal nature of the lodging
 industry, product demand and pricing and the other matters
referred to from time to time in Bristols filings with the
Securities and Exchange Commission. Bristol undertakes no
obligation to publicly release the results of any revisions to
these forward looking statements that may be made to reflect any
future events or circumstances.

Statistical Summary

The following chart reflects the operations of comparable hotels
(Same Store Hotels), which are hotels that we
operated or were operated by the Predecessor during both periods
presented, and excluding four hotels that are being marketed for
sale by the owner.

|                     |            |         |  |                  |  |                  |  |        |   |      |   |        |  |        |   |       |  |        |  |        |   |  |   |       |  |  |   |       |  |  |  |       |   |  |  |      |   |  |  |      |  
|-------------------- | ---------- | ------- |  | ---------------- |  | ---------------- |  | ------ | - | ---- | - | ------ |  | ------ | - | ----- |  | ------ |  | ------ | - |  | - | ----- |  |  | - | ----- |  |  |  | ----- | - |  |  | ---- | - |  |  | ---- | -
|                     |            |         |  |                  |  |                  |  |        |   |      |   |       
|                     |            | Average |  | 3rd Quarter 1999 |  | 3rd Quarter 1998 |  | Occ    |   |      |   |       
|                     |            | Hotel   |  |                  |  |                  |  | Chg.   |   | Rate |   | RevPAR
|                     |            | Rooms   |  | Occ              |  | Rate             |  | RevPAR |   | Occ  |   | Rate   |  | RevPAR |   | (pp)  |  | % Chg. |  | % Chg.
|                     |            |         |  |                  |  |                  |  |        |   |      |   |        |  |        |   |       |  |        |  |       
|Same Store Hotels(1) |            |         |  |                  |  |                  |  |        |   |      |   |        |  |        |   |       |  |        |  |        |   |  |   |       |  |  |   |       |  |  |  |       |   |  |  |      |   |  |  |     
|                     | Leased(2)  |         |  | 20,204           |  |                  |  | 71.9   | % |      | $ | 85.42  |  |        | $ | 61.42 |  |        |  | 72.0   | % |  | $ | 82.63 |  |  | $ | 59.49 |  |  |  | - 0.1 | % |  |  | 3.4  | % |  |  | 3.2  | %
|                     | Managed(3) |         |  | 1,147            |  |                  |  | 76.8   | % |      | $ | 88.83  |  |        | $ | 68.22 |  |        |  | 80.5   | % |  | $ | 86.17 |  |  | $ | 69.37 |  |  |  | - 3.7 | % |  |  | 3.1  | % |  |  | -1.7 | %
|                    
|                    
|                    
|                    
|1998 Redevelopment   |            |         |  |                  |  |                  |  |        |   |      |   |        |  |        |   |       |  |        |  |        |   |  |   |       |  |  |   |       |  |  |  |       |   |  |  |      |   |  |  |     
|                     | Leased(2)  |         |  | 3,804            |  |                  |  | 72.3   | % |      | $ | 96.12  |  |        | $ | 69.49 |  |        |  | 58.5   | % |  | $ | 86.10 |  |  | $ | 50.37 |  |  |  | 13.8  | % |  |  | 11.6 | % |  |  | 38.0 | %
|                    
|                    
|                    
|                    
|1999 Redevelopment   |            |         |  |                  |  |                  |  |        |   |      |   |        |  |        |   |       |  |        |  |        |   |  |   |       |  |  |   |       |  |  |  |       |   |  |  |      |   |  |  |     
|                     | Leased(2)  |         |  | 2,241            |  |                  |  | 66.6   | % |      | $ | 70.50  |  |        | $ | 46.95 |  |        |  | 66.4   | % |  | $ | 69.54 |  |  | $ | 46.17 |  |  |  | 0.2   | % |  |  | 1.4  | % |  |  | 1.7  | %
|                    
|                    
|                    
|                    
|Total                |            |         |  |                  |  |                  |  |        |   |      |   |        |  |        |   |       |  |        |  |        |   |  |   |       |  |  |   |       |  |  |  |       |   |  |  |      |   |  |  |     
|                     | Leased(2)  |         |  | 26,249           |  |                  |  | 71.5   | % |      | $ | 85.80  |  |        | $ | 61.35 |  |        |  | 69.7   | % |  | $ | 81.95 |  |  | $ | 57.12 |  |  |  | 1.8   | % |  |  | 4.7  | % |  |  | 7.4  | %
|                     | Managed(3) |         |  | 1,147            |  |                  |  | 76.8   | % |      | $ | 88.83  |  |        | $ | 68.22 |  |        |  | 80.5   | % |  | $ | 86.17 |  |  | $ | 69.37 |  |  |  | - 3.7 | % |  |  | 3.1  | % |  |  | -1.7 | %

Notes



|    |                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------
|(1) | Same Store Hotels excludes hotels undergoing renovation during
	the third quarter 1998 or 1999.         
|   
|(2) | Canadian assets have been adjusted to remove the effect of
	period-to-period exchange rate fluctuations.
|   
|(3) | Excludes recently terminated contracts.                                                                 

Overview

Our leased hotels experienced a 1.8% gain in occupancy for the
three months ended September 30, 1999, over the same period
last year. The greatest improvement came from the hotels which
were redeveloped in 1998. These hotels had a 13.8% increase in
occupancy, and a 38.0% increase in revenue per available

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room (RevPAR). Our primary focus for the period was
to improve our market share performance. While we increased
occupancy, we had a shift in our mix of business, accepting more
lower rated business than had been anticipated due to stronger
competition in many of our markets. We also increased our
marketing and sales efforts, and therefore costs, during the
period to respond to increased competition. Travel agent
commissions and franchise-sponsored frequent guest program costs
increased significantly over the prior year.

Average daily room rates (ADR) and RevPAR increased
4.7% and 7.4%, respectively, compared to last year. Rent expense
is based on gross revenues without regard for changes in
operating costs. Increased revenues caused by increases in
occupancy levels could have a negative impact on our earnings if
the incremental business is not sold at sufficiently high rates,
because of increased operating costs such as housekeeping
services. As a result, our margins after rent expense were below
expectations for the period.

We have taken a number of steps in response to improve our
profitability:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We realigned our operating organizational structure in September
	1999 to align hotels by product type rather than geographic
	region, and hotel general managers will report directly to
	division management teams generally consisting of a vice
	president of operations and division vice presidents of sales and
	 revenue management. We believe that this structure allows each
	divisional team to become experts in their hotel type, improving
	both revenues and expenses at the hotel level.            
|
| | A review has been completed of the fixed staffing levels at
	comparable hotels. During this review, we identified numerous
	hotel-level salaried positions that were created in connection
	with major acquisitions or to handle redevelopment and
	repositioning issues. We have concluded that approximately 150
	hotel-level salaried positions could be eliminated without
	adversely affecting revenues or service levels. These positions
	will be phased out by the end of 1999.                              
|
| | Our national sales organization has been expanded to more
	effectively pursue business opportunities with major corporate
	accounts and to leverage existing relationships across the entire
	 portfolio of hotels. This organization interfaces directly with
	Bass Hotels & Resorts world-wide sales effort for
	the Holiday Inn and Crowne Plaza brands, and a pilot cross
	referral system is being tested. Bass Hotels & Resorts
	has also recently expanded its staff dedicated to national sales
	production.
|
| | Our national purchasing program is being expanded and new
	compliance procedures have been initiated to maximize national
	rebate programs and reduce food and beverage costs.                                                                                                                                                                                                                                                                                                                                       

As a result of the realignment of our organizational structure
and the elimination of hotel-level salaried positions, we
anticipate incurring non-recurring costs in the fourth quarter
for relocation and severance payments. Additionally, we are
reducing the size of our construction and design department, due
to the completion of the major redevelopment projects. We will
also incur non-recurring severance costs for these construction
and design employees in the fourth quarter.

During the third quarter of 1999, we continued the final stages
of the Redevelopment and Rebranding Program. This program entails
 exterior and interior reconstruction of and renovations to a
substantial number of hotels as well as the rebranding of certain
 hotels that were operated under our own brand names of Harvey
Hotel and Bristol Suites. We have successfully rebranded 18
hotels to the Crowne Plaza brand through this program. During the
 third quarter of 1999, ten hotels were undergoing redevelopment.
 During this period, less than 1.0% of total available rooms,
totaling 20,094 room nights, were out of service as a result of
the Redevelopment and Rebranding Program. Several of the hotels
impacted during the quarter had no or relatively few rooms out of
 service, yet disruptions to their public spaces, such as meeting
 rooms, lobby areas and restaurants, or exteriors had a negative
impact on group and transient sales.

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During the nine months ended September 30, 1999, 24 hotels
were undergoing redevelopment. Out of service rooms totaled
227,601 for the period, or approximately 2.8% of our total
available rooms. Several of the hotels disrupted during the nine
months are located in major markets such as Chicago, Illinois;
Orlando, Tampa, and Cocoa Beach, Florida; Philadelphia and
Pittsburgh, Pennsylvania; and San Francisco, California.

RESULTS OF OPERATIONS

Bristol Hotels & Resorts

Results of operations for the three and nine months ended
September 30, 1999, reflect the operations of our leased
hotels (101 hotels as of September 30, 1999) and those
hotels operated under management contracts. We managed 14
properties as of the end of the period, five of which we ceased
managing on October 12, 1999.

Our results of operations from Inception (March 20, 1998)
through July 27, 1998, solely reflect the operations of the
Hampton Inn  Las Vegas beginning on May 20, 1998.
 The results of operations for the period from Inception through
September 30, 1998, also include the operations of the
assets acquired in the spin-off, including the FelCor leases,
from July 28, 1998. We do not believe that our operating
results for the three months ended September 30, 1998, and
the period from Inception through September 30, 1998, are
indicative of our future performance. Therefore, we believe that
period-to-period comparisons of our 1999 results of operations to
 1998 results of operations would be misleading and are not made
in this report.

Three Months Ended September 30, 1999

In the third quarter of 1999, room revenues were
$150.7 million. Rooms profit margin, however, was negatively
 impacted by increased payroll costs and lower than expected room
 rates. Rooms profit margin was 71.6% for the quarter, a slight
decrease from the prior quarters margin of 71.7%. In
September 1999, Hurricane Floyd disrupted our operations in
Florida and the southeastern United States. Mandatory evacuations
 in Charleston, South Carolina, and Cocoa Beach and Miami,
Florida, as well as disruptions to other Florida hotels, caused
an estimated $535,000 of lost revenue. None of the properties
affected sustained serious damage from the hurricane and all were
 able to re-open immediately.

Food and beverage revenue was $33.7 million for the quarter
ended September 30, 1999. Approximately 57.8% of our food
and beverage revenue was from the banquet and catering
departments. Food and beverage profit margin was 20.8% for the
period, compared to 22.1% for the second quarter of 1999.

Management fee income was approximately $2.0 million for the
 quarter ended September 30, 1999. This amount includes a
$1 million termination fee related to five hotels which we
managed for one owner through October 12, 1999. The hotels
were sold to a new owner who took over management of the hotels.
We began managing the Hawthorne Hotel and Suites at
Chicagos OHare Airport in August 1999. As of the end
of the quarter, we had 14 management contracts, including the
five hotels discussed above.

Construction management fees of $513,000 were charged to hotel
owners during the quarter for our purchasing and project
management services for construction projects, including the
Redevelopment and Rebranding Program. The major redevelopment
projects are nearly complete, and future projects will be limited
 to normal ongoing replacements to FF&E. As a result, we are
significantly reducing our construction and design department
during the fourth quarter. We do not believe that construction
management fees will continue to be a significant source of
revenue.

Administrative and general costs were $17.8 million during
the quarter. As we implement the organizational realignment and
reduction of positions discussed earlier, we anticipate incurring
 one-time charges for severance and relocation costs in the
fourth quarter of 1999.

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Sales and marketing costs were $15.7 million for the period.
 As discussed previously, we have expanded our national sales
organization in order to more effectively pursue major corporate
accounts and to leverage existing guest relationships across the
entire portfolio of hotels. We have also implemented a retention
program for hotel-level sales staff. We have determined that many
 of our revenue shortfalls can be attributed to high turnover in
the hotel-level sales organization. We expect that the investment
 in retention will be more than offset by the reduced costs of
recruiting and training new employees.

Property occupancy costs were $17.9 million for the period,
of which $8.9 million were utility costs. Property occupancy
 costs include normal hotel operating costs, but do not include
property taxes, ground rent and property insurance. Under the
terms of the leases, these costs are borne by the property owner.

Tenant lease expense was $62.8 million for the quarter. This
 amount represents lease payments to property owners (primarily
FelCor) under long-term lease agreements.

Corporate expense was $5.5 million for the quarter ended
September 30, 1999. This amount includes the costs of the
support functions in our corporate office, public company costs,
and costs related to acquiring new operating contracts. As we
significantly reduce our construction and design department,
those cost savings will be reflected in corporate expense in the
future. However, we anticipate a non-recurring charge in the
fourth quarter of 1999 for severance payments to terminated
employees.

EBITDA (earnings before taxes, depreciation and amortization) was
 $3.6 million for the quarter ended September 30, 1999.
 EBITDA margin (EBITDA divided by gross revenues) was 1.8% for
the period. Net income was $1.9 million for the three months
 ended September 30, 1999.




Nine Months Ended September 30, 1999

Rooms revenue was $430.1 million for the nine months ended
September 30, 1999. Rooms profit margin was 71.4%. Revenues
and margins were negatively impacted by disruptions caused to the
 24 hotels undergoing redevelopment during the period. Food and
beverage revenue was $102.8 million for the period, and
departmental profit margin was 21.7%.

Management fee income was $4.5 million for the period. Of
this amount, $1 million is the termination fee recorded in
the third quarter of 1999, and $336,000 (net of unamortized
acquisition costs) is the termination fee received in April 1999
for the Holiday Inn  Hollywood.

Construction management fees of approximately $2.9 million
relate primarily to fees earned for purchasing and project
management services provided to property owners. As the
Redevelopment and Rebranding Program is substantially complete,
we do not anticipate construction management fees to be a
significant source of revenue in the future.

Administrative and general costs were $52.9 million during
the nine months ended September 30, 1999. Marketing costs
were $44.8 million during the period. Tenant lease expense,
which is calculated as a percentage of revenues, was
$176.6 million. Property occupancy costs were
$50.2 million for the period. Corporate expenses were
$16.8 million for the nine months ended September 30,
1999.

EBITDA was $13.7 million for the nine months ended
September 30, 1999 and EBITDA margin was 2.4% for the
period. Net income was $7.5 million for the nine month
period.




Three Months Ended September 30, 1998 and Period from
Inception through September 30, 1998

Bristol Hotels & Resorts was a wholly owned subsidiary
of BHC until July 27, 1998, and until that date, our sole
asset was the leasehold interest in the Hampton Inn 
Las Vegas (from May 20, 1998). The results of operations for
 the period from Inception through September 30, 1998 also
include the operations of the assets acquired in the spin-off,
including the FelCor leases, from July 28, 1998.

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Rooms revenue was $92.0 million and $92.2 million for
the quarter ended September 30, 1998 and the period from
Inception through September 30, 1998, respectively. This
amount is primarily related to operations for the two months
after the spin-off. Rooms profit margin was 71.7% for both
periods. During the period from July 27, 1998 through
September 30, 1998, we had 61,507 room nights out of
service, or approximately 3.1% of our available rooms, due to the
 Redevelopment and Rebranding Program. Eleven hotels were
undergoing redevelopment during the period from July 27,
1998 through September 30, 1998.

Food and beverage revenue was $21.0 million for both the
three months ended September 30, 1998 and the period from
Inception through September 30, 1998. Food and beverage
profit margin was 23.5% for both periods.

Management fee income was $998 thousand for the three months
ended September 30, 1998 and the period from Inception
through September 30, 1998. Construction management fees for
 the quarter ended September 30, 1998 and the period from
Inception through September 30, 1998 were $995 thousand.

Property occupancy costs were $11.9 million for both periods
 ended September 30, 1998. Tenant lease expense for the
three months ended September 30, 1998 and the period from
Inception through September 30, 1998 was $38.9 million
and $39.0 million, respectively. This amount represents
lease payments to property owners (primarily FelCor) under
long-term lease agreements.

EBITDA (earnings before interest, taxes, depreciation and
amortization) was $2.4 million for both periods. EBITDA
margin (EBITDA divided by total revenues) was 2.0% and 1.9% for
the three months ended September 30, 1998 and the period
from Inception through September 30, 1998, respectively. Net
 income was $1.2 million and $1.1 million for the three
 months ended September 30, 1998 and the period from
Inception through September 30, 1998, respectively.




Bristol Hotel Company (Predecessor)

Historical results for the period July 1, 1998 through
July 27, 1998, and the period January 1, 1998 through
July 27, 1998, reflect the operations of the 107 hotels
owned by the Predecessor as of July 27, 1998, and the joint
venture ownership and/or management of 16 additional hotels.




July 1, 1998 through July 27, 1998 and
January 1, 1998 through July 27, 1998

Rooms revenue was $49.0 million and $308.6 million for
the periods July 1, 1998 through July 27, 1998, and
January 1, 1998 through July 27, 1998, respectively.
Rooms profit margin was 64.9% for the period July 1, 1998
through July 27, 1998, and 70.9% for the period from
January 1, 1998 through July 27, 1998. During the
period from January 1, 1998 through July 27, 1998, the
Predecessor had 204,974 room nights, or 3.0% of total rooms
available, out of service due to the Redevelopment and Rebranding
 Program.

Food and beverage revenue was $9.2 million for the period
July 1, 1998 through July 27, 1998. For the period
January 1, 1998 through July 27, 1998, food and
beverage revenue was $69.0 million. Food and beverage profit
 margin was 20.7% for the period from January 1, 1998
through July 27, 1998. Profit margins were negatively
impacted by rising payroll and food costs during the period.

Management fee income was $82,000 for the period July 1,
1998 through July 27, 1998, and $3.5 million for the
period January 1, 1998 through July 27, 1998. The
Predecessor had 16 management contracts as of July 27, 1998.

Property occupancy costs were $14.5 million for the period
July 1, 1998 through July 27, 1998, and
$65.9 million for the period January 1, 1998 through
July 27, 1998. As owner of the hotels, included in the
Predecessors property occupancy costs were property taxes,
ground rent and property insurance.

Corporate expense was $12.7 million for the period
July 1, 1998 through July 27, 1998, and
$27.7 million for the period January 1, 1998 through
July 27, 1998. Approximately $10.5 million is
attributable to one-

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time professional fees of approximately $6.2 million and
other costs including transfer taxes and SEC filing fees of
$4.3 million related to the FelCor Merger.

Interest expense was $5.8 million for the period
July 1, 1998 through July 27, 1998, and
$30.9 million for the period January 1, 1998 through
July 27, 1998. The increase is attributable to additional
borrowings related to the acquisition of 20 Midwestern hotels,
the Redevelopment and Rebranding Program, and the FelCor Merger.

Depreciation and amortization expense was $7.4 million for
the period July 1, 1998 through July 27, 1998 and
$34.3 million for the period January 1, 1998 through
July 27, 1998. These amounts included the depreciation of
the hotels owned by the Predecessor.

Equity in loss of joint ventures was $602 thousand for the period
 July 1, 1998 through July 27, 1998. The sale of the
HI-Thomas Circle interest during the period resulted in a loss of
 $664 thousand. The period January 1, 1998 through
July 27, 1998 reflected income from joint ventures of $783
thousand.

The Predecessor recognized $25.7 million of extraordinary
loss, net of tax effect of $17.1 million, in the period
January 1, 1998 through July 27, 1998. This amount
relates to prepayment penalties and other costs of early debt
retirements.

Due to the factors discussed above, net loss was
$11.1 million for the period July 1, 1998 through
July 27, 1998 and $10.4 million for the period
January 1, 1998 through July 27, 1998.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are cash on hand, cash flow
from operations, the $10.4 million outstanding of FelCor
Notes and borrowings under the $40 million revolving credit
facility led by Bankers Trust Company (the Credit
Facility). We had approximately $15.9 million of cash
on hand at September 30, 1999, and the ability to call the
$10.4 million notes due from FelCor on 5 days
demand. We believe that we currently require approximately
$10 million to $15 million of cash to fund day-to-day
working capital needs.

Cash used in operations was approximately $2.8 million for
the nine months ended September 30, 1999. Accounts
receivable increased $14.3 million from December 31,
1998 to September 30, 1999, due to normal seasonality and
approximately $6.1 million of construction cost payments
made on behalf of the hotel owners, which was collected in the
fourth quarter. As discussed previously, our cash flows are
sensitive to the performance of the leased and managed
properties. For managed properties, our cash flows are
principally tied to changes in the gross revenues of the
properties. For leased properties, we are impacted both by
changes in gross revenues as well as changes in operating
expenses and rent expense.

Pursuant to our existing Credit Facility, the lenders have issued
 a standby letter of credit of $9.1 million (as of
September 30, 1999) to secure our obligations under the
leases with FelCor. This amount may be reduced from time to time
pursuant to the liquid net worth requirements of the leases.

Our board of directors has authorized management to repurchase up
 to 500,000 shares of our outstanding common stock. The
authorized stock repurchases may, at the discretion of
management, be made from time to time at prevailing prices in the
 open market or through privately negotiated transactions.
Management will base its purchase decisions on market conditions,
 the price of the shares and other factors. As of
September 30, 1999, we had repurchased 25,000 shares
through this program.

We are actively pursuing opportunities for growth through
additions to our leasehold and management portfolio. It is
possible that some new management contracts or leases could
require a small capital investment on our part. We began managing
 the 300-room Hawthorne Hotel & Suites at Chicagos
 OHare Airport in August 1999. We had previously announced
agreements to manage three Hilton Garden Inns and a 265-room
upscale Hilton Hotel, all of which are under development. The
first of these properties, a Hilton Garden Inn in Round Rock
(Austin), Texas, is scheduled to open in December 1999. The
remaining

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properties are scheduled to open in 2000. We had also previously
announced a lease agreement for a 158-room Hilton Garden Inn
located in Windsor, CT. The hotel will be owned by an entity in
which we will own a 15% joint venture interest. The hotel is
currently under development and opening is scheduled for the
second half of 2000.

We are continuously exploring opportunities for increasing
efficiency at the hotels and the corporate office. Some of these
opportunities could require small capital investments by the
Company to achieve targeted savings, such as the development and
installation of the Companys wide area network, and the
installation of $3.5 million of energy-saving devices
throughout 52 of its leased hotels. The Company has spent
$940,000 on this capital project through September 30,1999,
and expects to complete the installation by the end of 1999. We
believe that we have adequate capital resources to fund our
growth opportunities for the immediate future.

YEAR 2000 READINESS

Since we last reported on our Year 2000 Readiness Program
(the Program), we have progressed through all stages
of the Program. As of the date of this report, we have completed
Year 2000 remediation to all the proprietary, critical
hardware and software systems of all hotels and our corporate
headquarters, with only a few minor upgrades to certain
timekeeping, voicemail and point of sale systems remaining at the
 property level. These upgrades are scheduled for completion as
of December 15, 1999, at which point all Year 2000
remediation will be fully complete. We are not aware of any
remaining internal problems likely to significantly and adversely
 impact our operations thereafter; however, it is possible that
despite the successful completion of the Program certain issues
may arise, either internally or from external sources, which
adversely affect our systems and performance. We can therefore
make no assurances to the contrary.

We have continued to work closely with each of our franchisors to
 ensure Year 2000 readiness, and each has assured us that
its reservations and other critical systems will be
Year 2000 compliant. Although we can make no assurances on
behalf of any of our franchisors, reservations systems for each
are currently successfully booking hotel rooms and other services
 for guests into the Year 2000. We believe the success of
these Year 2000 engagements positively supports the
franchisors claims of reservation system compliance.

Other third party vendors are still in various stages of
remediating the Year 2000 problem as it applies to their
unique operating and other critical systems. Most of these
vendors are now in the process of upgrading these systems and
issuing upgrades designed to correct for any deficiencies. We
have tested all significant vendor systems we are currently
using, and are continuing to test and apply vendor upgrades upon
receipt. We expect to continue this process as necessary
throughout the remainder of 1999.

Costs

The cost of property-level remediation is fully the
responsibility of the hotel owners, who are contractually
obligated to bear such costs; therefore, we have not to date
incurred any material costs associated with such remediation. We
have incurred significant costs for the Program only as it
relates to our own internal operating systems. As of the date of
this report, we have spent $178,300 on Program-related
remediation, and anticipate a total Program cost of approximately
 $350,000.

Risks

Despite our Program, the apparent Year 2000 viability of
franchisor reservation systems and extensive testing/upgrading by
 other third party vendors, we cannot predict with certainty the
actual effect the Year 2000 problem may have on our
operations. Such effect depends in part upon whether broad-based
or systemic failures occur (including disruptions in passenger
transportation or transportation systems generally, loss of
utility or telecommunications services, failures in financial
transaction processing systems such as credit cards and other,
similar issues) and the duration and severity of such failures.
In addition, we can make no assurances that our third party
vendors (including franchisors) are in fact Year 2000 ready

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or that they will properly and timely complete their planned
remediation programs. Their failure to do so may have a material
adverse effect on our business and financial condition, as may
any systemic failure discussed above.

Newly-acquired contracts may involve hotel owners with which we
are unfamiliar, and existing facilities and computer systems we
have not yet had an opportunity to test and/or remediate through
the Program. However, we anticipate no impact on our existing
hotels or our business or financial condition from properties
acquired between now and the end of the year.

Contingency Plans

We continue to plan for contingencies both at the hotel and
corporate level, including utilizing a Year 2000 Contingency
 Planning Task Force. Plans to address contingencies include
training of primary staff to address operational and systemic
failures resulting from the Year 2000 problem, manual
workarounds and other alternative methods of operation for
computerized systems, the provision of extra supplies and
adjustments to staffing strategies during critical periods. Such
contingency plans are designed to minimize any unforeseen adverse
 effects of the Year 2000 problem.

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PART II

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

(a)  Exhibits



| |                               
| | ------------------------------
| | 27.1  Financial Data Schedule.



| |     |                    
| | --- | -------------------
| | (b) | Reports on Form 8-K



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SIGNATURE

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.



| |                         
| | ------------------------
| | BRISTOL HOTELS & RESORTS

|                        |  |                                                                                              
|----------------------- |  | ---------------------------------------------------------------------------------------------
|Date: November 15, 1999 |  | By /s/ John D. BaileyJohn D. Bailey
	Vice President, Controller and Chief
	Accounting Officer

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EXHIBIT INDEX

|        |      |             |  |                           
|------- | ---- | ----------- |  | --------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 27.1 |             |  |  Financial Data Schedule.