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
February 14, 2002
(Date of earliest event reported)

COMMISSION FILE NUMBER 34-0-22164

RFS HOTEL INVESTORS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

TENNESSEE	62-1534743
(State or other Jurisdiction of	(I.R.S. employer
Incorporation or Organization)	identification no.)
850 Ridge Lake Boulevard, Suite 300,	(901) 767-7005
Memphis, TN 38120	(Registrant’s Telephone Number
(Address of Principal Executive Offices)	Including Area Code)
(Zip Code)

TABLE OF CONTENTS

PRESS RELEASE ANNOUNCING OFFERING OF COMMON STOCK

Item 5. Other Events

On February 14, 2002, RFS Hotel Investors, Inc. issued a press release announcing an offering of 1.0 million shares of common stock.

Item 7. Financial Statements and Exhibits

(c)  Exhibits

99.1 Press Release Announcing Offering of 1.0 Million Shares of Common Stock

SIGNATURE

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, thereto duly authorized.

	RFS HOTEL INVESTORS, INC.
Dated as of February 15, 2002
	By: /s/ Dennis M. Craven
	Its: Vice President & Chief Accounting Officer