8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 27, 2004

INNSUITES HOSPITALITY TRUST

(Exact Name of Registrant as Specified in Charter)

Ohio	001-07062	34-6647590
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
InnSuites Hotels Centre, 1615 E. Northern Avenue, Suite 102, Phoenix, Arizona		85020
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code    (602) 944-1500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On December 27, 2004, InnSuites Hospitality Trust (the “Trust”) received a Warning Letter from the American Stock Exchange (“AMEX”) for failure to comply with Section 1101 of the AMEX Company Guide (the “Company Guide”) in that the Trust failed to submit to the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the period ended October 31, 2004.  On December 16, 2004, the Trust filed a Form 12b-25, whereby the Trust was required to file its Form 10-Q by December 20, 2004.  Due to complex accounting issues associated with the presentation of continuing operations and discontinued operations, the Trust was unable to meet the extended filing deadline, and on December 20, 2004 the Trust filed a Current Report on Form 8-K reporting such inability.

In addition, the Warning Letter from AMEX advised that the Trust is not in compliance with the AMEX audit committee composition requirements as set forth in Section 121B(2) of the Company Guide due to the resignation of Stephen A McConnell from the Trust’s Board of Trustees and Audit Committee, which leaves the Trust with only two independent trustees serving on its Audit Committee rather than the requisite three independent trustees.   The Trust filed a Current Report on Form 8-K disclosing Mr. McConnell’s resignation on December 15, 2004.  AMEX has given the Trust until January 27, 2005 to regain compliance with the AMEX audit committee composition requirements.

On January 3, 2005, the Trust issued a press release disclosing its receipt of the Warning Letter.  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The Trust plans to file its Quarterly Report on Form 10-Q for the quarter ended October 31, 2004 on or about January 7, 2005.  The Trust is also in the process of actively identifying and interviewing qualified candidates to fill the vacancy created by Mr. McConnell’s resignation and to restore its Audit Committee to the required three independent trustees as soon as possible.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	InnSuites Hospitality Trust
	By:	/s/ Anthony B. Waters
		Anthony B. Waters
		Chief Financial Officer
Date: January 3, 2005

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EX-99.1

Exhibit 99.1

NEWS BULLETIN	RE:	INNSUITES HOSPITALITY TRUST
FROM		INNSUITES HOTEL CENTRE
INNSUITES HOSPITALITY TRUST		1615 E NORTHERN AVENUE, # 102
AMEX:IHT		Phoenix, Arizona 85020
		Phone: 602-944-1500

FOR FURTHER INFORMATION:

Marc Berg, Executive Vice President

602-944-1500

email: mberg@innsuites.com

FOR IMMEDIATE RELEASE

January 3, 2005

INNSUITES HOSPITALITY TRUST (IHT) RECEIVES NOTICE FROM AMERICAN STOCK EXCHANGE

Phoenix, AZ., January 3, 2005 - InnSuites Hospitality Trust (AMEX:IHT)

InnSuites Hospitality Trustannounced today that on December 27, 2004, it received a Warning Letter from the American Stock Exchange (“AMEX”) advising that because the Trust failed to timely file its Quarterly Report on Form 10-Q for the period ended October 31, 2004, as required pursuant to Section 1101 of the AMEX Company Guide (the “Company Guide”), and that due to the resignation of Mr. Stephen A McConnell as a member of its Board of Trustees and as a member of its Audit Committee, the Trust’s Audit Committee is not currently comprised of the requisite three independent trustees as required pursuant to Section 121B(2) of the Company Guide, the Trust is no longer in compliance with the continued listing requirements of AMEX.

The Trust plans to file its Quarterly Report on Form 10-Q for the period ended October 31, 2004 with the Securities and Exchange Commission on or about January 7, 2005.  AMEX gave the Trust until January 27, 2005  to restore compliance with the AMEX audit committee requirements.  The Trust currently has only two independent trustees on its Audit Committee rather than the requisite three.  The Trust is actively seeking a qualified candidate to fill the vacancy in its Audit Committee and to restore its compliance with the AMEX audit committee requirements.

Forward-Looking Statements

Certain matters within this press release may be discussed using forward-looking language as specified in the 1995 Private Securities Litigation Reform Act and InnSuites Hospitality Trust intends that such forward-looking statements be subject to the safe-harbor created thereby.  Such forward-looking statements include, but are not limited to: (i) expectations of growth in the financial and operating results of the Trust, (ii) expectations of reductions in costs incurred by the Trust, (iii) expectations to refinance or dispose of individual hotels, and (iv) expectations that the travel and hospitality industries will rebound in the near future. InnSuites Hospitality Trust cautions that these statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statements contained herein.  Such risks include, but are not limited to: a) fluctuations in hotel occupancy rates, b) changes in room rental rates which may be charged by InnSuites Hotels in response to market rental rate changes or otherwise, c) interest rate fluctuations, d) changes in federal income tax laws and regulations, e) competition, f) any changes in the Trust’s financial condition or operating results due to acquisitions or dispositions of hotel properties, g) real estate and hospitality market conditions, h) hospitality industry factors, i) terrorist attacks or other acts of war, j)

outbreaks of communicable diseases, k) natural disasters and l) local or national economic and business conditions, including, without limitation, conditions which may affect public securities markets generally, the hospitality industry or the markets in which the Trust operates or will operate. From time to time, these and other risks are discussed in the Trust’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.