SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RFS HOTEL INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-1534743
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
889 Ridge Lake Blvd., Suite 100
Memphis, TN 38120
(Address of principal executive offices) (Zip Code)
___________________________
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
Common Stock, $.01 par New York Stock Exchange
value per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The description of RFS Hotel Investor, Inc.'s Common Stock
to be registered, under the heading "Description of Capital
Stock" in the Company's Registration Statement on Form S-3 (No.
333-3307) is incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. Description
1 Specimen Certificate of Common Stock (previously
filed as Exhibit 4.1 to the Registrant's Form S-11
Registration Statement, No. 33-63696, filed
pursuant to the Securities Act of 1933, and
incorporated by reference herein)
2 Charter (previously filed as Exhibit 3.1 to the
Registrant's Form S-3 Registration Statement, No.
333-3307, filed pursuant to the Securities Act of
1933, and incorporated by reference herein)
3 Bylaws (previously filed as Exhibit 3.2 to the
Registrant's Form S-11 Registration Statement, No.
33-63696, filed pursuant to the Securities Act of
1933, and incorporated herein by reference herein)
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.
RFS HOTEL INVESTORS, INC.
Date: August 1, 1996 By:/s/ Michael J. Pascal
Michael J. Pascal
Secretary and Treasurer
INDEX TO EXHIBITS
Exhibit
Number Exhibit
1 Specimen Certificate of Common Stock (previously
filed as Exhibit 4.1 to the Registrant's Form S-11
Registration Statement, No. 33-63696, filed
pursuant to the Securities Act of 1933, and
incorporated by reference herein)
2 Charter (previously filed as Exhibit 3.1 to the
Registrant's Form S-3 Registration Statement, No.
333-3307, filed pursuant to the Securities Act of
1933, and incorporated by reference herein)
3 Bylaws (previously filed as Exhibit 3.2 to the
Registrant's Form S-11 Registration Statement, No.
33-63696, filed pursuant to the Securities Act of
1933, and incorporated herein by reference herein)
