8-K

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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 22, 2002
(Date of earliest event reported)

Commission File Number	Exact name of registrants as specified in their charters, state of incorporation, address of principal executive offices, and telephone number	I.R.S. Employer Identification Number
0-22164	RFS Hotel Investors, Inc. A Tennessee Corporation 850 Ridge Lake Boulevard, Suite 300 Memphis, Tennessee 38120 Telephone (901) 767-7005	62-1534743
333-84334	RFS Partnership, L.P. A Tennessee Partnership 850 Ridge Lake Boulevard, Suite 300 Memphis, Tennessee 38120 Telephone (901) 767-7005	62-1541639

Item 9.    Regulation FD Disclosure

        On November 22, 2002, on behalf of both RFS Hotel Investors, Inc. and RFS Partnership, L.P. as separate registrants, RFS Hotel Investors, Inc. issued a press release announcing the sale of the 153-room Comfort Inn in Ft. Mill, South Carolina for $3.25 million. The sale resulted in a book loss of approximately $3.8 million. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereto duly authorized.

Dated as of November 22, 2002	RFS HOTEL INVESTORS, INC. RFS PARTNERSHIP, L.P.
	By:	/s/  DENNIS M. CRAVEN Dennis M. Craven Its: Vice President & Chief Accounting Officer

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Item 9. Regulation FD Disclosure

EX-99.1

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Exhibit 99.1

RFS Announces Sale of Comfort Inn in Ft. Mill, South Carolina

        MEMPHIS, Tennessee—(BUSINESS WIRE)—November 22, 2002—RFS Hotel Investors, Inc. (NYSE:RFS) today announced that it has concluded the sale of the 153-room Comfort Inn in Ft. Mill, South Carolina for $3.25 million.

        Kevin M. Luebbers, executive vice president and chief financial officer of RFS, stated, "The sale of the Comfort Inn in Ft. Mill is consistent with the Company's strategy of reducing its investment in limited service hotels. The Company now receives approximately 27% of its EBITDA from limited service hotels, and nearly 100% of that total is derived from strong limited service brands such as Hampton Inn, Courtyard by Marriott and Holiday Inn Express."

        The sale results in a book loss of approximately $3.8 million. However, the impact of the sale will be negligible to the Company's ongoing EBITDA and funds from operations (FFO). Sales proceeds will be used to reduce borrowings under the Company's line of credit.

        RFS Hotel Investors, Inc. (RFS) is a real estate investment trust (REIT) that owns 57 hotels with approximately 8,250 rooms located in 24 states. RFS's hotel portfolio is diversified by geography, brand and segment. Leading brands under which RFS hotels are operated include Sheraton(R), Residence Inn by Marriott(R), Hilton(R), Doubletree(R), Holiday Inn(R), Hampton Inn(R), and Homewood Suites by Hilton(R). By segment, RFS receives approximately 37% of its EBITDA from full service hotels, 36% from extended stay hotels and 27% from limited service hotels. Additional information can be found on the Company's website at www.rfshotel.com.

        Certain matters discussed in this press release include "forward-looking statements" within the meaning of the federal securities laws. The words "anticipate," "believe," "estimate," "expect," "intend," "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such statements are based on current expectations, estimates and projections about the industry and markets in which the Company operates, as well as management's beliefs and assumptions and information currently available to us. Forward-looking statements are not guarantees of future performance and involve numerous risks and uncertainties which may cause the Company's actual financial condition, results of operation and performance to be materially different from the results or expectations expressed or implied by such statements. General economic conditions, including the timing and magnitude of recovery from the current economic downturn, future acts of terrorism or war, risks associated with the hotel and hospitality business, the availability of capital, and numerous other factors may affect the Company's future results, performance and achievements. These risks and uncertainties are described in greater detail in the Company's periodic filing with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially.

CONTACT: RFS Hotel Investors, Inc.
Cheryl Stewart, 901/767-7005
www.rfshotel.com

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RFS Announces Sale of Comfort Inn in Ft. Mill, South Carolina