HERSHA HOSPITALITY TRUST
8-A12B, 1999-01-15
HOTELS & MOTELS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

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

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                            HERSHA HOSPITALITY TRUST
             (Exact name of registrant as specified in its charter)


                Maryland                                          25-1811499
                --------                                          ----------
(State of incorporation or organization)                        (IRS employer
                                                             identification no.)
             148 Sheraton Drive, Box A
           New Cumberland, Pennsylvania                           17070
           ----------------------------                           -----
     (Address of principal executive offices)                   (Zip code)

If  this   form   relates   to  the          If  this   form   relates   to  the
registration    of   a   class   of          registration    of   a   class   of
securities   pursuant   to  Section          securities   pursuant   to  Section
12(b)  of the  Exchange  Act and is          12(g)  of the  Exchange  Act and is
effective   pursuant   to   General          effective   pursuant   to   General
Instruction A.(c), please check the          Instruction A.(d), please check the
following box. [X]                           following box. [ ]


         Securities Act registration statement file number to which this
                            form relates: 333-56087

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

           Title of each class                  Name of each exchange on which
           to be so registered                  each class is to be registered
           -------------------                  ------------------------------

Priority Class A Common Shares of Beneficial        American Stock Exchange
Interest, par value $.01 per share

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


                                (Title of class)

<PAGE>
Description of Registrant's Securities to be Registered.

         A  description  of the  Priority  Class A Common  Shares of  Beneficial
Interest of the Registrant is set forth under the caption "Description of Shares
of  Beneficial  Interest"  in  the  Prospectus  contained  in  the  Registration
Statement on Form S-11, as amended  (Registration No.  333-56087),  on file with
the  Securities  and  Exchange  Commission  (as so  amended,  the  "Registration
Statement").  Such portion of the Registration  Statement is hereby incorporated
by reference.

Exhibits.

         Pursuant to Instruction  2, the following  exhibits are filed as a part
hereof:

         1.       Form of  Underwriting  Agreement,  which  is  incorporated  by
                  reference to Exhibit 1.1 to the Registration Statement.

         2.       Form of  Amended  and  Restated  Declaration  of  Trust of the
                  Registrant,  which is incorporated by reference to Exhibit 3.1
                  to the Registration Statement.

         3.       Bylaws of the Registrant,  which are incorporated by reference
                  to Exhibit 3.2 to the Registration Statement.

         4.       Form  of  Share  Certificate  of  the  Registrant,   which  is
                  incorporated  by reference to Exhibit 4.1 of the  Registration
                  Statement.




<PAGE>
                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                          HERSHA HOSPITALITY TRUST
                                                     (Registrant)



                                     By:  /s/ Kiran P. Patel                 
                                         ----------------------------
                                          Kiran P. Patel
                                          Chief Financial Officer, Treasurer 
                                          and Secretary


Dated:  January 14, 1999

<PAGE>
                                  Exhibit Index

Exhibit
- -------

1.       Form of Underwriting  Agreement,  which is incorporated by reference to
         Exhibit 1.1 to the Registration Statement.
2.       Form of Amended and Restated  Declaration  of Trust of the  Registrant,
         which is incorporated  by reference to Exhibit 3.1 to the  Registration
         Statement.
3.       Bylaws  of the  Registrant,  which are  incorporated  by  reference  to
         Exhibit 3.2 to the Registration Statement.
4.       Form of Share  Certificate of the Registrant,  which is incorporated by
         reference to Exhibit 4.1 of the Registration Statement.





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