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): February ~~December 6~~16, ~~2004~~2005

333-63768 ~~(Commission File Number)~~

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)

(Commission File Number)


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)

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

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 (see General Instruction A.2. below):

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

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

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

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

ITEM 12.0102. ~~ENTRY~~RESULTS ~~INTO~~OF AOPERATIONS ~~MATERIAL~~AND ~~DEFINITIVE~~FINANCIAL ~~AGREEMENT~~CONDITION.

AtOn February 16, 2005, MeriStar Hospitality Corporation (the “Company”) issued a ~~meeting~~press ~~held~~release onannouncing ~~July~~its 13results for the fourth quarter and year ended December 31, 2004,. ~~the~~The ~~MeriStar~~press ~~Hospitality Corporation’s~~release ~~Board~~is ofattached ~~Directors~~hereto ~~authorized~~as ~~the~~Exhibit ~~elimination~~99.1 ofand is incorporated by reference into this item. The supplemental earnings release financial information made available on the Company’s ~~Profits-Only~~website ~~Operating~~in ~~Partnership~~conjunction ~~Units~~with ~~(“POPs”)~~the ~~Plan.~~press ~~Pursuant~~release tois ~~this~~attached ~~authorization,~~hereto ~~the~~as ~~Company~~Exhibit 99.2 and ~~Paul~~is Wincorporated by reference into this item. ~~Whetsell,~~The ~~the~~information ~~Company’s~~in ~~Chairman~~this Current Report is being furnished and ~~Chief~~shall ~~Executive~~not ~~Officer,~~be ~~entered~~deemed ~~into~~“filed” anfor ~~agreement~~the topurposes ~~surrender~~of ~~his~~Section ~~POPs~~18 onof ~~November 30,~~the ~~2004.~~Securities ~~Under~~Exchange Act of 1934 or otherwise subject to the ~~terms~~liabilities of that Section. The information in this ~~agreement,~~Current ~~Mr.~~Report ~~Whetsell~~shall ~~received~~not ~~$1,074,450~~be ~~for~~incorporated by ~~surrendering~~reference ~~POPs~~into ~~which~~any ~~were~~registration ~~not~~statement ~~yet~~or ~~exchangeable~~other document pursuant to the ~~POPs Plan~~Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

99.1 Press release of MeriStar Hospitality Corporation dated February 16, 2005.

99.2 Supplemental earnings release financial information.

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 ByBY: MERISTAR HOSPITALITY CORPORATION, ITS GENERAL PARTNER ByBY: /s/ Jerome J. Kraisinger Jerome J. Kraisinger Executive Vice President, Secretary and General Counsel

Date: ~~December~~February 616, ~~2004~~2005

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