Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-58811
PROSPECTUS SUPPLEMENT
(To Prospectus dated September 2, 1998)
INNKEEPERS USA TRUST
4,630,000 8.625% Series A
Cumulative Convertible Preferred Shares
6,857,493 Common Shares
The table beginning on page 32 of the Prospectus contained in the
section entitled "Selling Shareholders" is amended to add the following Selling
Shareholder:
<TABLE>
<CAPTION>
Series A Preferred Common Shares
Series A Preferred Shares Registered Registered
Selling Shareholders Shares Owned Hereunder Hereunder
-------------------- ------------ --------- ---------
<S> <C>
Fidelity Advisor Series IV -
Fidelity Real Estate High Income Fund 25,000 25,000 37,028
</TABLE>
The addition of this Selling Shareholder and the Series A Preferred
Shares and Common Shares owned by this Selling Shareholder does not increase the
total number of Series A Preferred Shares and Common Shares registered for
resale by the Selling Shareholders pursuant to the Prospectus dated September 2,
1998.
The date of this Prospectus Supplement is October 5, 1998
