<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SUNBURST HOSPITALITY CORPORATION
_____________________________________________________________
(Name of Issuer)
Common Stock
_____________________________________________________________
(Title of Class of Securities)
866948-10-2
__________________________
(CUSIP Number)
Patricia Bowditch (301) 495-4400
8737 Colesville Road, Suite 800, Silver Spring, MD 20910
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 19, 1999
_____________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box ( ).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1
<PAGE>
CUSIP No. 866948-10-2 13D Page 2 of 4
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stewart Bainum Jane Bainum
S.S.#: ###-##-#### S.S.#: ###-##-####
2 Check the Appropriate Box if a Member of a Group*
(a) (X ) (b) ( )
3 SEC Use Only
4 Source of Funds
00
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(C) or 2(E) ( )
6 Citizenship or Place of Organization
USA
Number of Shares Beneficially
Owned by Each Reporting Person with:
<TABLE>
<S> <C> <C>
7 Sole Voting Power 2,278,078
8 Shared Voting Power 1,297,725
9 Sole Dispositive Power 2,278,078
10 Shared Dispositive Power 1,297,725
</TABLE>
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,575,803
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented by Amount in Row (11)
18.6%
14 Type of Reporting Person
IN
2
<PAGE>
CUSIP No. 866948-10-2 13D Page 3 of 4
Item 1. Security and Issuer
(a) Name of Issuer:
Sunburst Hospitality Corporation
(b) Address of Issuer's Principal Executive Offices:
10770 Columbia Pike
Silver Spring, MD 20901
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Stewart Bainum
Jane Bainum
(b) Business Address:
8737 Colesville Road, Suite 800
Silver Spring, MD 20910
(c) Present Principal Employment:
President,Realty Investment Company, Inc.
8737 Colesville Road, Suite 800
Silver Spring, Maryland 20901
(d) Record of Convictions: During the last five years, the
Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors.)
(e) Record of Civil Proceedings: During the last five years, the
Reporting Person was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating such activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Citizenship:
Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person utilized no funds in the acquisition of the
securities of the issuer triggering the filing of this 13D.
Item 4. Purpose of Transaction
707,146 shares were acquired by the Reporting Person in transactions
which involve the liquidation of two family owned investment
partnerships and the resulting distributions to the partners of the
securities of the issuer owned by the partnerships. The Reporting
Person continues to hold the Shares for investment purposes. The
Reporting Person has no present plans or intentions that would result
in or relate to any of the transactions described in Subparagraphs
(a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: 3,575,803 shares, including 2,009,327 shares
held directly by the Stewart Bainum Declaration of Trust ("SB
Trust"), of which Mr. Bainum is the sole trustee and
beneficiary; 1,189,290 shares held directly by Realty
Investment Company, a real estate management and investment
company in which the SB Trust and the JB Trust (defined below)
are stockholders and Mr. Bainum is President and Chairman of
the Board of Directors and has shared voting authority; 85,000
shares held by Vintage Limited Partnership, a family investment
partnership of which Mr. Bainum is the Chairman of the Board of
the Corporate General Partner and has shared voting authority;
and 23,435 shares held by the Commonweal Foundation of which
Mr. Bainum is Chairman of the Board of Directors and has shared
voting authority. Also includes 266,237 shares held by the Jane
L. Bainum Declaration of Trust ("JB Trust"), the sole trustee
and beneficiary of which is Mr. Bainum's wife.
3
<PAGE>
CUSIP No. 866948-10-2 13D Page 4 of 4
Also includes 514 shares of restricted stock granted under the
Company's Non Employee Director Stock Compensation Plan to Mr.
Bainum which are not vested but Mr. Bainum has the right to
vote. Also includes 2,000 shares which Mr. Bainum has the right
to acquire pursuant to stock options which are presently
exercisable or which become exercisable within 60 days.
(b) Number of shares as to which such person has:
(i) Sole Voting Power 2,278,078
(ii) Shared Voting Power 1,297,725
(iii) Sole Dispositive Power 2,278,078
(iv) Shared Dispositive Power 1,297,725
(c) A schedule of transactions effected in the last sixty days is
as follows:
Not applicable.
(d) Ownership of more than five percent on behalf of Another
Person:
To the extent that shares of the issuer identified in Item 5(a)
are held by corporations or partnerships, other shareholders
and partners, respectively, have the right to receive dividends
from, or the proceeds from the sale of the shares to the extent
of their proportionate interests in such entities. To the best
of the Reporting Person's knowledge, other than Stewart and
Jane Bainum, and their four adult children, Stewart Bainum,
Jr., Bruce Bainum, Roberta Bainum and Barbara Bainum, no other
person has such interest relating to more than 5% of the
outstanding class of securities.
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
None
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 28, 1999
/s/ Stewart Bainum
_______________________________________
Stewart Bainum
/s/ Jane Bainum
_______________________________________
Jane Bainum
4
