<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.