8-K

                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: November 19, 1997


                          ShoLodge, Inc.
      (Exact name of registrant as specified in its charter)


                             Tennessee
                  (State or other jurisdiction of
                  incorporation or organization)

            0-19840                          62-1015641
   (Commission File Number)        (I.R.S. Employer Identification
                                               Number)

                       130 Maple Drive North
                        Hendersonville, TN
             (Address of principal executive offices)

                               37075
                            (Zip Code)

                           615-264-8000
                  (Registrant's telephone number)

ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS

On  November 19, 1997, the Company completed a sale/leaseback transaction under
which it sold the real property relating to 14 Sumner Suites hotels for a total
sales  price  of  $140.0  million and simultaneously executed a long-term lease
under which it will continue  to  operate  the  hotels.  The lease calls for an
initial annual rent payment of $14.0 million.  Beginning  in  1999,  additional
rent will be payable at 8% of each hotel's revenue in excess of the 1998 (base)
year.   The  lease  is  for  an  initial  term of ten years with ten, five-year
renewal options.  The lessor retains $28.0  million  from  the  transaction;  a
security  deposit  of $14.0 million to be held until the end of the lease term,
and a guaranty deposit  of  $14.0  million  to  be  held  until  a certain rent
coverage level is reached.

The  $140  million gross proceeds of the transaction have been applied  to  (1)
reduce debt  by $32.7 million by paying off the Company's revolving bank credit
facility, a bank  line  of  credit  loan,  and furniture, fixture and equipment
loans on the properties sold, (2) pay fees and  expenses of this transaction in
an  amount  of  $1.3  million, (3) pay rent for the balance  of  the  month  of
November in the amount  of $462,000, (4) fund the required security deposit and
guaranty deposit of $14.0  million each, and (5) invest in temporary short-term
securities in the amount of  $77.5  million  until  needed  to  be  invested in
productive assets within the next six months.

The effect of this transaction on a pro forma basis, had it occurred  as of the
beginning  of  the  year  ended  December  29,  1996, would be to increase rent
expense by approximately $9.2 million, decrease depreciation  and  amortization
expense  by  approximately  $4.0 million, and decrease net interest expense  by
approximately $7.2 million.

The pro forma effect on the three  quarters  ended October 5, 1997, would be to
increase rent expense by approximately $7.1 million,  decrease depreciation and
amortization expense by approximately $3.1 million, and  decrease  net interest
expense by approximately $7.0 million.

On  a pro forma basis as of October 5, 1997, the Company's cash would  increase
by $82.3  million,  cash deposits would increase by $28.0 million, net property
and equipment would decrease by $101.7 million, net other assets would decrease
by $2.5 million, a deferred gain of approximately $32.1 million would be added,
short-term debt would  decrease  by  $2.7  million,  and  long-term  debt would
decrease by $23.3 million.


 ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


        (b)    Proforma condensed financial statements

              See narrative description in Item 2 above.

        (c)    Exhibits:

        10.1. Purchase  and  Sale  Agreement by and between ShoLodge, Inc.  and
certain of its Affiliates, as Sellers,  and  Hospitality  Properties  Trust, as
Purchaser, dated October 24, 1997. (1)

        10.2  Agreement  to  Lease  between  Hospitality  Properties  Trust and
ShoLodge, Inc. dated October 24, 1997. (1)

        10.3  Form  of  Lease  Agreement  to  be  entered  into between certain
Affiliates of ShoLodge, Inc., as Tenant, and Hospitality Properties  Trust,  as
Landlord.  (1)

        10.4  Form  of  Security  Agreement  to be entered into between certain
Affiliates of ShoLodge, Inc., as Tenant, and Hospitality  Properties  Trust, as
Secured Party.  (1)

        10.5  Form  of  Assignment  and  Security  Agreement to be entered into
between  certain  Affiliates  of ShoLodge, Inc., as Assignor,  and  Hospitality
Properties Trust, as Assignee.  (1)

        10.6  Form  of  Stock Pledge  Agreement  to  be  entered  into  between
ShoLodge, Inc., as Pledgor, and Hospitality Properties Trust, as Secured Party.
(1)

        10.7  Form  of  Limited  Guaranty  Agreement  to  be  entered  into  by
ShoLodge, Inc., as Guarantor,  for the benefit of Hospitality Properties Trust.
(1)

        10.8  Letter between Hospitality  Properties  Trust  and ShoLodge, Inc.
dated November 19, 1997.

        99.1. Press release issued by ShoLodge, Inc. on November 19, 1997.


(1) Incorporated by reference to the Company's Current Report on Form 8-K filed
November 13, 1997.

                              Signatures


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


                                   SHOLODGE, INC.

Date: December 3, 1997             By : /s/ Bob Marlowe
                                       Bob Marlowe
                                       Secretary-Treasurer
                                       Chief Accounting Officer

EX-10

EXHIBIT 10.8


Hospitality Properties Trust
400 Centre Street
Newton, MA 02158



                         November 19, 1997



Mr. Leon L. Moore
Chairman
ShoLodge, Inc.
130 Maple Drive North
Hendersonville, TN  37075

Dear Leon:

          Congratulations  on  the  closing  of  our  first  sale-leaseback
transaction  today.   It has been a pleasure to work with you, Michael  and
the various ShoLodge team  members, advisors and pilots who made it happen.
This will confirm our continued interest in considering future transactions
between HPT and ShoLodge for  additional  Sumner Suites hotels as set forth
in Section 13(k) of the letter of intent dated  September  23, 1997 between
HPT and ShoLodge, Inc.

          I  look  forward  to  a  long,  friendly and growing relationship
between ShoLodge and HPT as both our firms continue their growth.


                                   Very truly yours,

                                   /s/John G. Murray

                                   John G. Murray

JGM:ccb

Section 13(k) excerpted from Letter of Intent dated September  23,  1997
between HPT and ShoLodge, Inc.

          (k)  In  addition  to  the  above  proposed  transaction, HPT  is
interested  in  working  together  with  LODG  on  future transactions  for
existing  hotels and/or new development properties for  its  Sumner  Suites
hotels or  other brands.  Such potential future business will be subject to
mutual agreement upon purchase prices, lease terms, etc.  To the extent any
such future  transaction  involves  newly  developed  properties, HPT would
expect credit support to be provided by LODG through stabilization.   It is
presently  HPT's  expectation  that  such  future  business  would  involve
additional  investments  by  HPT  of  up to $150 million, subject to mutual
agreement on terms.

EX-99

EXHIBIT 99.1


Contact:  Michael A. Corbett
          Chief Financial Officer
          (675) 264-8000


      SHOLODGE ANNOUNCES COMPLETION OF SALE AND LEASEBACK OF
                      14 SUMNER SUITES HOTELS

Hendersonville,  Tennessee (November 19, 1997) - ShoLodge, Inc. (Nasdaq/NM:
LODG today announced  that  it  has completed the previously announced sell
and leaseback transaction covering  14  Sumner  Suites  hotels  for a total
price  of  $140  million with Hospitality Properties Trust (NYSE:HPT).   In
addition,  HPT  has   indicated   its  continued  willingness  to  consider
additional sale-leaseback transactions  of  up  to  $150 million for Sumner
Suites hotels subject to agreement on mutually acceptable terms.

     ShoLodge is the owner, operator, and developer of  the  Sumner  Suites
brand  and  also  owns, develops, manages, and franchises the Shoney's Inns
and Shoney's Inns & Suites brand.

     HPT is a real  estate  investment  trust  which  has  $1.2  billion of
investments  in  hotels  that  are  leased  to unaffiliated hotel operating
companies.

     Commenting on the announcement, Leon Moore,  chairman,  president  and
chief executive officer of ShoLodge, said, "The 14 Sumner Suites hotels are
located  in  eight  states;  Arizona,  Florida, Georgia, Ohio, Indiana, New
Mexico, Tennessee, and Texas and have a  total  of  1,641  suites.   Sumner
Suites hotels address the very desirable mid-market, all-suites segment  of
the  hospitality  industry.   The  sale  of  these initial 14 Sumner Suites
coupled with our proven managerial ability to  develop,  build, and operate
these properties provides us with the capital to continue  to implement our
aggressive growth strategy to rapidly expand the Sumner Suites  brand.   We
believe  that  HPT is an excellent strategic partner and we look forward to
working with them in the future."