UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

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~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~July 28, 2003~~Act of 1934

Date of Report (Date of earliest event reported): December 6, 2004

333-63768

(Commission File Number)

MERISTAR HOSPITALITY MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. FINANCE CORP (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)


MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.		MERISTAR HOSPITALITY FINANCE CORP
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)

75-2648837		52-2321015
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

MERISTAR HOSPITALITY FINANCE CORP II		MERISTAR HOSPITALITY FINANCE CORP III
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)

73-1658708		46-0467463
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

DELAWARE
(State or other jurisdiction of incorporation)

4501 NORTH FAIRFAX DRIVE ARLINGTON, VIRGINIA 22203
(Address of principal executive offices)

75-2648837		52-2321015
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

Registrant’s telephone number, including area code: (703) 812-7200

~~MERISTAR~~Check ~~HOSPITALITY~~the appropriate ~~MERISTAR~~box ~~HOSPITALITY~~below ~~FINANCE~~if ~~CORP~~the IIForm ~~FINANCE~~8-K ~~CORP~~filing ~~III~~is ~~(Exact~~intended ~~name~~to ofsimultaneously ~~registrant~~satisfy asthe ~~specified~~filing inobligation ~~its~~of ~~charter)~~the ~~(Exact~~registrant ~~name~~under any of ~~registrant~~the asfollowing ~~specified~~provisions: ~~in its charter)~~

73-1658708		46-0467463
(I.R.S. Employer Identification No.)		(I.R.S. Employer Identification No.)

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

~~DELAWARE (State~~¨ orSoliciting ~~other~~material ~~jurisdiction~~pursuant ofto ~~incorporation~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~4501~~¨ ~~NORTH~~Pre-commencement ~~FAIRFAX~~communications ~~DRIVE ARLINGTON,~~pursuant ~~VIRGINIA~~to ~~22203~~ Rule 14d-2(~~Address~~b) ofunder ~~principal~~the ~~executive~~Exchange ~~offices~~Act (17 CFR 240.14d-2(b) )

~~Registrants’~~¨ ~~telephone~~Pre-commencement ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code:~~Rule 13e-4(~~703~~c) ~~812~~ under the Exchange Act (17 CFR 240.13e-~~7200~~ 4(c))

~~1010~~ITEM ~~WISCONSIN AVENUE, N~~1.W01. ~~WASHINGTON,~~ ~~D.C.~~ENTRY ~~20007 (202) 295-1000 (Former~~INTO ~~name~~A orMATERIAL ~~former~~DEFINITIVE ~~address,~~AGREEMENT. ~~if changed since last report)~~

~~ITEM~~At 9a meeting held on July 13, 2004, the MeriStar Hospitality Corporation’s Board of Directors authorized the elimination of the Company’s Profits-Only Operating Partnership Units (“POPs”) Plan. ~~REGULATION~~Pursuant FDto ~~DISCLOSURE~~this authorization, the Company and Paul W. Whetsell, the Company’s Chairman and Chief Executive Officer, entered into an agreement to surrender his POPs on November 30, 2004. Under the terms of this agreement, Mr. Whetsell received $1,074,450 for surrendering POPs which were not yet exchangeable pursuant to the POPs Plan.

The following information is furnished pursuant to Item 12, “Disclosure of Results of Operations and Financial Condition.” On July 28, 2003, MeriStar Hospitality Corporation issued a press release announcing its results for the second quarter ended June 30, 2003. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this item. The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

EXHIBIT INDEX

Exhibit		Description
99.1		Press Release, dated as of July 28, 2003.

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.

MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. MERISTAR HOSPITALITY FINANCE CORP. MERISTAR HOSPITALITY FINANCE CORP. II MERISTAR HOSPITALITY FINANCE CORP. III By: MERISTAR HOSPITALITY CORPORATION, ~~its~~ITS ~~General~~GENERAL ~~Partner~~PARTNER By: /s/ Jerome J. Kraisinger Jerome J. Kraisinger Executive Vice President, Secretary and General Counsel

Date: ~~July 28~~December 6, ~~2003~~2004

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