INNKEEPERS USA TRUST/FL
424B3, 1999-12-15
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1


                                       FILED PURSUANT TO RULE 424(B)(3)
                                       FILE NO. 333-53955

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 30, 1998)


                              INNKEEPERS USA TRUST
                                    4,063,329
                                  COMMON SHARES


         The table beginning on page 33 of the Prospectus dated June 30, 1998 of
Innkeepers USA Trust (the "Prospectus") contained in the section entitled
"Selling Shareholders" is amended as follows:

               1. With respect to Jack P. DeBoer, the table is changed as
         follows:

<TABLE>
<CAPTION>

         Prior to the Offering       Secondary Shares          After Offering
             Shares Owned           Registered Hereunder        Shares Owned
         ---------------------     --------------------         ------------
         <S>                       <C>                         <C>
            2,435,496(2)                 1,727,036               708,460(2)
</TABLE>

               2. The table is changed to add World Vision as a Selling
         Shareholder with the following numbers of shares:

<TABLE>
<CAPTION>

         Prior to the Offering        Secondary Shares         After Offering
              Shares Owned          Registered Hereunder        Shares Owned
         ---------------------      --------------------        ------------
         <S>                        <C>                        <C>
                40,000                     40,000                    -0-
</TABLE>


               3. Footnote (2) to the table is changed to read as follows:

                  Includes 4,000 Series A Preferred Shares, 6,382 restricted
Common Shares and 6,000 Common Shares issuable upon exercised of vested options
granted under the Company's Trustees Share Incentive Plan. Also includes a total
of 688,348 Secondary Shares that may be issued upon redemption of Units owned by
Marilyn DeBoer, Penny Kay DeBoer and Skyler Scott DeBoer, the resale of which is
covered by the Prospectus and which may be deemed to be beneficially owned by
Jack P. DeBoer but of which he disclaims beneficial ownership.

         The changes are made primarily as a result of Jack P. DeBoer's transfer
of 40,000 Units to World Vision, and do not increase the total number of Common
Shares registered under the Prospectus.

         All terms used but not defined in this Prospectus Supplement have the
meanings provided for them in the Prospectus.

          The date of this Prospectus Supplement is December 15, 1999.


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