As filed with the Securities and Exchange Commission on May 1, 2006

Registration No. 333-133287

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RED LION HOTELS CORPORATION

(Exact name of registrant as specified in its charter)

201 W. North River Drive, Suite 100, Spokane, Washington 99201 (509) 459-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Arthur M. Coffey

President and Chief Executive Officer

201 W. North River Drive, Suite 100

Spokane, Washington 99201

(509) 459-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement, as determined by market conditions.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    o

     If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

CALCULATION OF REGISTRATION FEE

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to Completion dated April 28, 2006

PROSPECTUS

5,635,344 Shares

Common Stock

          We are offering 5,000,000 shares of common stock and the selling shareholders identified in this prospectus are offering 635,344 shares of common stock. We will not receive any proceeds from the sale of shares by the selling shareholders.

      Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol “RLH.” On April 27, 2006, the last reported sale price of our common stock on that exchange was $12.05 per share.

Investing in our common stock involves risks.

Please read “Risk Factors” beginning on page 15 of this prospectus.

      Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of the disclosures in this prospectus. Any representation to the contrary is a criminal offense.

      We have granted the underwriters a 30-day option to purchase up to an additional 845,302 shares of our common stock to cover over-allotments, if any, at the public offering price per share, less underwriting discounts and commissions.

      The underwriters expect to deliver the shares in San Francisco, California, on or about                     , 2006.

JMP Securities

The date of this prospectus is                      , 2006

TABLE OF CONTENTS

      You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. Neither the delivery of this prospectus nor the sale of the common stock offered hereby means that information contained in this prospectus is correct after the date of this prospectus.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      The rules of the Securities and Exchange Commission, or SEC, allow us to incorporate by reference information into this prospectus. This means that we can disclose important information to you by referring you to another document filed with the SEC. Any information referred to in this way is considered part of this prospectus from the date we file that document.

      We incorporate by reference into this prospectus the documents and information referred to under the heading “Incorporation of Certain Information by Reference” on page 63 of this prospectus, as well as certain additional documents that we may hereafter file.

      The documents incorporated by reference in this prospectus and, in particular, our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, contain important information about us.

      Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained, or incorporated by reference, in this prospectus.

      You should read “Incorporation of Certain Information by Reference” on page 63 of this prospectus for information about how to obtain the documents incorporated by reference.

      In this prospectus “we,” “us,” “our,” “ours” and “our company” refer to Red Lion Hotels Corporation and, as the context requires, its wholly and partially owned subsidiaries.

	•	grow average daily rate, or ADR, and occupancy through our significant renovation program;
	•	expand our network of hotels by establishing brand penetration in a “hub and spoke” pattern;
	•	increase ADR and occupancy by leveraging new operational and infrastructure initiatives;
	•	maximize the value of our owned hotel and real estate portfolio by capitalizing on market opportunities; and
	•	increase flexibility by optimizing our capital structure.

	Largest renovation program in company history

	Establish brand penetration in a “hub and spoke” pattern

Hotel acquisitions and equity investments. We intend to selectively make joint venture investments or acquire hotels located in major metropolitan cities. We believe that having equity interests in such hotels will allow us to exercise operational control of the hotels to maximize our brand image in highly visible markets. San Francisco, Los Angeles, Phoenix and Dallas are examples of “hub” markets we are targeting for expansion. We will evaluate investment opportunities based upon a number of factors, including price, strategic fit, potential profitability and geographic distribution.

	Franchise the Red Lion brand. We plan to leverage our brand awareness in the western United States to expand our presence through franchising in primary and secondary markets. We believe that this strategy will allow us to continue to expand our geographic coverage without requiring significant capital investment, resulting in increased revenues and profitability. We believe our brand represents an attractive conversion opportunity for hotel owners in markets where competing hotel companies have saturated the market with their multiple brands. Our single focus on the Red Lion brand offers potential franchisees a brand identity and full service alternative with a distinctive product and an attractive fee structure.
	To facilitate our franchising efforts, we recently named a Vice President of Brand Development to focus solely on expanding the Red Lion brand with high-quality, creditworthy franchisees. We believe we are well positioned to integrate new franchisees into our hotel system in view of the scalable operational infrastructure we have implemented in recent years.

	Implementation of new operational and infrastructure initiatives

	Enhanced service standards. We have implemented a new service standard and training program called “The Red Lion Way,” which is designed to provide Red Lion employees more tools to create a positive, memorable guest experience. We believe our enhanced service standards will appeal to our guests and increase brand loyalty, resulting in improved revenues.
	Innovative marketing programs. The following are some of our marketing initiatives:

	•	GuestAwards loyalty program. Our loyalty program allows guests to accumulate points that are redeemable for complimentary hotel stays, air miles, car rentals, merchandise, entertainment and other incentives, including stays at our redemption partner hotels. We believe the diverse and appealing redemption options available to our GuestAwards members builds guest loyalty.
	•	Net4Guests. Our Net4Guests program provides all hotel guests in our owned and leased hotels access to free high-speed wireless internet. We believe a unique feature of our Net4Guests program is that GuestAwards loyalty program members can use our hotels as a “hot spot” at anytime, even if they are not staying at the hotel.
	•	“Stay Comfortable” advertising campaign. Our advertising campaign is designed to increase awareness of the brand and our product upgrades.
	•	“We Promise or We Pay”. Our “We Promise or We Pay” program encourages guests to reserve rooms on www.redlion.com through one of the most aggressive rate guarantee programs in the industry. Guests are guaranteed that they will not find a lower room rate than that offered on our branded website at any non-opaque third party website such as Expedia.com, Travelocity.com or Orbitz.com.

	State of the art technology

	•	Proprietary website. In September 2005, we launched www.redlion.com, a feature-filled and technologically advanced proprietary website that allows users to view our hotel portfolio; compare our room rates with those available at other websites; reserve rooms; obtain account information and redeem awards for our GuestAwards loyalty program; and utilize click-to-call technology to obtain information regarding our hotels and facilities. The initial results have been positive, and reservations booked on our website in the fourth quarter of 2005 were 32% higher than in the fourth quarter of 2004. We believe that the most cost-effective method for securing internet room reservations is through our website, because that eliminates the fees otherwise paid to third

		parties. Any resulting increase in the volume of reservations booked through our website would further improve our operating margins.
	•	Central reservation system. We recently implemented a state-of-the-art central reservations platform that seamlessly interfaces with all electronic distribution channels. We believe this system increases our exposure to potential guests and expands our opportunity to capture incremental revenue from consumers who book travel electronically.

	Revitalized brand image. In September 2005, we introduced a new logo and brand identity with a contemporary design to better reflect our upgraded hotel product and to position Red Lion as a preferred hotel brand for guests, owners and investors.

	Maximize the value of our owned hotel and real estate portfolio

	Increase flexibility and improve capital markets profile

	•	certain conditions could decrease the demand for hotel rooms, such as adverse changes in the economic climate, natural disasters, actual or threatened terrorist attacks or international conflicts or increased competition in the industry;
	•	we may be unsuccessful in obtaining new franchise or management arrangements, financing hotel acquisitions or profitably integrating new hotels into our operations, or our existing franchisees may terminate or fail to renew their relationship with us;
	•	demand for our hotels may decrease or the value of our name, image or brand may diminish;
	•	if revenues decline, the expenses of our owned hotels are likely to remain constant or increase resulting in a disproportionately higher decrease in our earnings;
	•	due to the geographic concentration of the hotels in our system, our results of operations and financial condition are subject to fluctuations in regional economic conditions;

	•	we may lose a member of our senior management team;
	•	the cost of energy, insurance, healthcare coverage or other operating expenses may increase, or our performance may be adversely impacted by rising interest rates, higher taxes or increased government regulation;
	•	we may be unsuccessful in obtaining the financing required to implement our growth strategies; and
	•	there may be an increase in the use of third-party travel websites by our customers, which could result in increased costs to us.

	Experienced senior management team

	Strong proprietary brand and long operating history

	Strong value proposition

	Attractiveness to franchisees

	Strong emphasis on customer service

	Well positioned to capitalize on industry-wide growth

	Revised revolving credit facility

	Non-core asset sales

	Exchange of partnership units for common stock

	Sale of real estate management business

		Percent of
		2005
Business Segment		Revenues				Segment Description
Hotels			89	%		Revenue is derived primarily from guest room rentals and food and beverage operations at our owned and leased hotels.
Franchise and management			2	%		Revenue is generated from franchise fees that are typically based on a percent of room revenues. Franchise fees are charged to hotel owners in exchange for the use of our brands and access to our central services programs.
						Revenue is also derived from management fees charged to the owners of our managed hotels. Management fees are typically based on a percentage of the hotel’s gross revenues, plus an incentive fee based on operating performance.
Entertainment			6	%		Ticketing services; promotion and presentation of entertainment productions.
Real estate			3	%		Owning, leasing, managing and developing commercial retail, office and multi-residential properties.

	Owned, Leased, Managed and Franchised Hotels as of March 31, 2006

		Number				Number				Percentage				Meeting Space
		of Hotels				of Rooms				of Rooms				(Square Feet)
Owned			21				4,228				39.6	%			227,880
Leased			13				2,183				20.4	%			99,856
Managed			1				254				2.4	%			36,000
Franchised			26				4,022				37.6	%			157,801
Total			61				10,687				100.0	%			521,537

	Significant corporate events

Common stock offered by us		5,000,000 shares
Common stock offered by selling shareholders		635,344 shares
Total common stock to be outstanding after this offering(1)		18,299,022 shares
Use of proceeds		We intend to use approximately $16.9 million of the net proceeds to us from this offering to fund the mandatory redemption of $16.1 million of the outstanding 9.5% trust preferred securities of Red Lion Hotels Capital Trust at a required 5% premium over par.
		We intend to use up to $34.5 million of the remaining net proceeds to us to reduce existing secured debt and pay associated defeasance costs.
		We intend to use the remaining net proceeds to us for general corporate purposes.
Net proceeds		The estimated net proceeds of this offering to us will be approximately $56.4 million (after deducting estimated underwriting discounts and commissions and the offering expenses payable by us) based on an assumed offering price of $12.05 per share, the last reported sale price of our common stock on the NYSE on April 27, 2006. We will not receive any proceeds from the sale of common stock by the selling shareholders.
NYSE Symbol		RLH
Risk Factors		See “Risk Factors” beginning on page 15 and the other information included or incorporated by reference in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.

(1)	The number of shares of common stock to be offered assumes that the underwriters’ over-allotment option is not exercised. The number of shares of our common stock that will be outstanding after this offering is based on 13,299,022 shares outstanding as of March 31, 2006 and excludes:

	•	1,206,489 shares of common stock issuable upon the exercise of outstanding stock options with a weighted average exercise price of $6.64 per share;
	•	11,121 shares of restricted common stock held by one of our executive officers;
	•	1,081,865 shares of common stock available for issuance pursuant to awards that may be granted in the future under our equity incentive plans for officers, directors, employees and consultants;
	•	142,663 shares of common stock that may be issued in exchange for a like number of OP Units, if the holders of such OP units elect to have them redeemed by the Partnership; and
	•	shares of common stock that may be issued pursuant to certain of our bonds, the principal and accrued interest of which are convertible into common stock at $15.00 per share (the principal and accrued interest of these bonds totaled $3,270,787 at March 31, 2006).

		Year Ended December 31,
		2005				2004				2003				2002				2001
		(In thousands, except per share data)
Consolidated operations data:(1)
Revenue		$	165,048			$	163,143			$	157,528			$	166,246			$	95,828
Operating expenses(2)			153,437				151,895				146,568				146,251				78,898
Operating income		$	11,611			$	11,248			$	10,960			$	19,995			$	16,930
Net income (loss) from continuing operations		$	(1,144	)		$	(890	)		$	1,560			$	7,083			$	6,372
Income (loss) from discontinued operations			5,639				(5,395	)			(341	)			924				1,207
Net income (loss)		$	4,495			$	(6,285	)		$	1,219			$	8,007			$	7,579
Income (loss) applicable to common shareholders(3)		$	4,495			$	(6,662	)		$	(1,321	)		$	5,430			$	7,579
Earnings (loss) per common share — basic:
Continuing operations		$	(0.09	)		$	(0.10	)		$	(0.07	)		$	0.35			$	0.50
Discontinued operations			0.43				(0.41	)			(0.03	)			0.07				0.09
		$	0.34			$	(0.51	)		$	(0.10	)		$	0.42			$	0.59
Earnings (loss) per common share — diluted:
Continuing operations		$	(0.09	)		$	(0.10	)		$	(0.07	)		$	0.34			$	0.50
Discontinued operations			0.43				(0.41	)			(0.03	)			0.07				0.09
		$	0.34			$	(0.51	)		$	(0.10	)		$	0.41			$	0.59
Weighted average shares outstanding — basic			13,105				13,049				12,999				12,975				12,953
Weighted average shares outstanding — diluted			13,105				13,049				12,999				13,285				13,239
EBITDA(4)(5)		$	33,945			$	18,268			$	25,269			$	33,610			$	35,352
EBITDA from continuing operations(4)		$	23,939			$	22,602			$	21,628			$	29,212			$	30,048

		December 31,
		2005				2004				2003				2002				2001
		(In thousands, except per share data)
Consolidated balance sheet data:
Working capital(6)		$	22,693			$	2,147			$	729			$	(9,094	)		$	(6,373	)
Assets of discontinued operations		$	20,217			$	61,757			$	63,349			$	64,049			$	65,302
Property and equipment, net		$	235,444			$	223,132			$	204,199			$	193,451			$	209,157
Total assets		$	355,596			$	364,612			$	353,225			$	356,710			$	359,649
Liabilities of discontinued operations		$	3,089			$	22,879			$	23,580			$	17,548			$	18,419
Total long-term debt and capital lease obligations		$	130,364			$	133,211			$	128,687			$	89,788			$	100,304
Debentures due Red Lion Hotels Capital Trust		$	47,423			$	47,423			$	—			$	—			$	—
Total liabilities		$	234,349			$	248,225			$	201,036			$	202,594			$	210,834
Preferred stock and related additional paid-in capital		$	—			$	—			$	29,412			$	30,131			$	30,377
Total stockholders’ equity		$	121,247			$	116,387			$	152,189			$	154,116			$	148,815

(1)	The consolidated balance sheet data reflect the acquisition of Red Lion Hotels, Inc. as of December 31, 2001. The results of operations for that entity are included in the consolidated operations data beginning the day of the acquisition going forward. The comparability of the data is also affected by a change in accounting for goodwill amortization beginning with the year ended December 31, 2002. The activities and balance sheet of discontinued operations have been reflected on a comparable basis for all years presented.
(2)	Operating expenses include all direct segment expenses, depreciation and amortization, gain or loss on asset dispositions, hotel facility and land lease, undistributed corporate expenses, and conversion expenses, if any.
(3)	Net income or loss applicable to common shareholders represents net income less earned dividends on preferred stock, if applicable for the period presented.
(4)	EBITDA represents earnings before interest, taxes, depreciation and amortization. EBITDA is not intended to represent net income as defined by generally accepted accounting principles in the United States and such information should not be considered as an alternative to net income, cash flows from operations or any other measure of performance prescribed by generally accepted accounting principles in the United States.
(5)	In 2005 the balance includes a gain on the sale of seven hotels and an office building of $10.2 million and a non-cash impairment charge of $4.5 million on four hotels. In 2004 the balance includes a non-cash impairment charge of $8.9 million on four hotels.
(6)	Represents current assets less current liabilities, excluding assets and liabilities of discontinued operations and assets held for sale.

		Year Ended December 31,
		2005				2004				2003				2002				2001
		(In thousands)
EBITDA from continuing operations		$	23,939			$	22,602			$	21,628			$	29,212			$	30,048
Income tax benefit (expense) — continuing operations			996				876				(51	)			(3,860	)			(3,788	)
Interest expense — continuing operations			(14,352	)			(13,828	)			(9,679	)			(9,389	)			(10,667	)
Depreciation and amortization — continuing operations			(11,727	)			(10,540	)			(10,338	)			(8,880	)			(9,221	)
Net income (loss) from continuing operations			(1,144	)			(890	)			1,560				7,083				6,372
Income (loss) on discontinued operations			5,639				(5,395	)			(341	)			924				1,207
Net income (loss)		$	4,495			$	(6,285	)		$	1,219			$	8,007			$	7,579
EBITDA(1)(2)		$	33,945			$	18,268			$	25,269			$	33,610			$	35,352
Income tax benefit (expense)			(2,082	)			3,781				132				(4,369	)			(4,503	)
Interest expense			(15,519	)			(15,507	)			(11,150	)			(10,717	)			(12,092	)
Depreciation and amortization			(11,849	)			(12,827	)			(13,032	)			(10,517	)			(10,323	)
Amortization of goodwill			—				—				—				—				(855	)
Net income (loss)		$	4,495			$	(6,285	)		$	1,219			$	8,007			$	7,579

(1)	In 2005 the balance includes a gain on the sale of seven hotels and an office building of $10.2 million and a non-cash impairment charge of $4.5 million on four hotels. In 2004 the balance includes a non-cash impairment charge of $8.9 million on four hotels.
(2)	The reconciling items from EBITDA to net income (loss) include the income taxes, interest expense, depreciation and amortization of discontinued operations and therefore cannot be readily derived from the disclosure presented on our consolidated statements of operations. Please refer to Note 3 to our consolidated financial statements incorporated by reference in this prospectus for disclosure of the corresponding line items included in calculating the net income (loss) on discontinued operations.

			Three Months Ended March 31, 2006												Three Months Ended March 31, 2005
			Average												Average
			Occupancy (2)				ADR				RevPAR				Occupancy (2)				ADR				RevPAR
Owned and Leased Hotels:
	Continuing Operations			51.3	%		$	73.84			$	37.90				54.0	%		$	67.33			$	36.37
	Discontinued Operations			28.8	%		$	59.32			$	17.08				30.6	%		$	56.80			$	17.38
Combined Owned and Leased Hotels				49.1	%		$	73.02			$	35.88				51.5	%		$	66.66			$	34.33
System-wide(3)				51.5	%		$	74.98			$	38.65				52.0	%		$	68.34			$	35.55
Red Lion Hotels(4)				52.9	%		$	74.16			$	39.25				53.2	%		$	67.60			$	35.96

(1)	Includes all hotels owned, leased, managed and franchised by us for each of the periods presented.
(2)	The total available rooms used to calculate average occupancy includes rooms taken out of service for renovation.
(3)	Includes all hotels owned, leased, managed and franchised by us for greater than one year. Includes three hotels classified as discontinued operations.
(4)	Includes all hotels owned, leased, managed and franchised by us for greater than one year that are operated under the Red Lion brand name. Includes one hotel classified as discontinued operations.

	Total available rooms represents the number of rooms available multiplied by the number of days in the reported period. We use total available rooms as a measure of capacity in our system of hotels. We do not adjust total available rooms for rooms temporarily out of service for remodel or other short-term periods.
	Average occupancy represents total paid rooms occupied divided by total available rooms. We use average occupancy as a measure of the utilization of capacity in our system of hotels.
	Revenue per available room, or RevPAR, represents total room and related revenues divided by total available rooms. We use RevPAR as a measure of performance yield in our system of hotels.
	Average daily rate, or ADR, represents total room revenues divided by the total number of paid rooms occupied by hotel guests. We use ADR as a measure of room pricing in our system of hotels.
	Comparable hotels are hotels that have been owned, leased, managed or franchised by us for each of the periods presented.

RISK FACTORS

      An investment in our common stock presents risks. You should carefully consider the following discussion of risks, and the other information included or incorporated by reference in this prospectus, including our consolidated financial statements and notes thereto, before you decide to buy our common stock. The risks described below are not the only ones facing us. Additional risks that are presently unknown to us or that we currently deem immaterial may also impair our business. If any of the following risks actually occur, our business, financial condition or results of operations could suffer. In that case, the market price of our common stock could decline, and you may lose all or part of your investment.

Risks relating to our business

      Our revenues and our operating results are subject to conditions affecting the lodging industry. These include:

      Changes in any of these conditions could adversely impact hotel room demand and pricing, result in reduced occupancy, ADR and RevPAR, or otherwise adversely affect our results of operations and financial condition. We have a limited ability to pass through increased operating costs in the form of higher room rates, so such increased costs could result in lower operating margins.

      Our success depends, to a large extent, on our ability to shape and stimulate consumer tastes and demands by producing and maintaining innovative, attractive and exciting properties and services, as well as our ability to remain competitive in the areas of design and quality. If we are unable to anticipate and react to changing consumer tastes and demands in a timely manner, our results of operations and financial condition could be harmed.

      Furthermore, we believe a high media profile is an integral part of our ability to shape and stimulate demand for our hotels with our target customers. One aspect of our marketing strategy is to focus on attracting media coverage. If we fail to attract that media coverage, we may need to substantially increase our advertising and marketing costs, which would harm our results of operations. In addition, other types of marketing tools, such as traditional advertising and marketing, may not be successful in attracting our target customers.

      Our business would be harmed if our public image or reputation were to be diminished by the operations of any of the hotels in our system. Our brand names and trademarks are integral to our marketing efforts. If the value of our name, image or brands were diminished, our business and operations would be harmed.

      We believe our trademarks are critical to our success. We rely on trademark laws to protect our proprietary rights. The success of our business depends in part upon our continued ability to use our trademarks to increase brand awareness and further develop our brand. Monitoring the unauthorized use of our intellectual property is difficult. The unauthorized reproduction of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could harm our business.

      The lodging industry is highly competitive. Competition in the industry is primarily based on service quality, range of services, brand name recognition, convenience of location, room rates, guest amenities and quality of accommodations. We compete with other national limited and full service hotel companies as well as various regional and local hotels. Many of our competitors have a larger network of hotel locations and greater financial resources than we do. Additionally, new and existing competitors may offer significantly lower rates, greater convenience, services or amenities or superior facilities, which could attract customers away from our hotels, resulting in a decrease in occupancy, ADR and RevPAR for our hotels. Changes in demographics and other changes in our markets may also adversely impact the convenience or desirability of our hotel locations, thereby reducing occupancy, ADR and RevPAR at our hotels and otherwise adversely impacting our results of operations and financial condition.

      Of the 61 hotels in our system at March 31, 2006, 47 are located in Oregon, Washington, Idaho or Montana. Therefore, our results of operations and financial condition may be significantly affected by the economy of the Pacific Northwest, which is dependent in large part on a limited number of major industries, including agriculture, tourism, technology, timber and aerospace. These industries may be affected by:

      In addition, companies in these industries may decide to relocate all or part of their businesses outside the Pacific Northwest. Any of these factors could materially affect the local economies in which these industries operate and where we have a presence. Other adverse events affecting the Pacific Northwest, such as economic recessions or natural disasters, could cause a loss of revenues for our hotels in this region, which may be greater as a result of our concentration of assets in these areas. In addition, we operate or market multiple hotels within several markets. A downturn in general economic or other relevant conditions in these specific markets or in any other market in which we operate could lead to a decline in demand in these markets and cause a loss of revenues from these hotels.

      The expenses of owning property are not necessarily reduced when circumstances such as market factors and competition cause a reduction in income from a hotel. Accordingly, a decrease in our revenues could result in a disproportionately higher decrease in our earnings because our expenses are unlikely to decrease proportionately. In such instances, our financial condition and ability to service debt could be harmed by:

      Real estate investments are relatively illiquid and, therefore, our ability to promptly sell one or more of our hotels in response to changing economic, financial or investment conditions is limited. The real estate market, including the market for our hotels, is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. If we decide to sell one or more of our hotels, we may be unable to do so and, even if we are able to sell the hotels, it may take us a long time to find willing purchasers and the sales may be on unfavorable terms. We also may be required to expend funds to correct defects or to make improvements before a hotel can be sold. If we do not have funds available for such purposes, our ability to sell the hotel could be restricted or the price at which we can sell the hotel may be less than if these improvements were made.

      In addition, it may be difficult or impossible to convert hotels to alternative uses if they become unprofitable due to competition, age of improvements, decreased demand or other factors. The conversion of a hotel to an alternative use would also generally require substantial capital expenditures.

      This inability to respond promptly to changes in the performance of our hotels could adversely affect our financial condition and results of operations as well as our ability to service debt, including our debentures. In addition, sales of appreciated real property could generate material adverse tax consequences, which may make it disadvantageous for us to sell certain of our hotels.

      We intend to grow our hotel operations partly by acquiring whole or partial interests in hotels. However, we cannot assure you that:

      Based on our experience, newly acquired, developed or converted hotels typically begin with lower occupancy and room rates, thereby resulting in lower revenue. Our expansion within our existing markets could adversely affect the financial performance of our existing hotels in those markets and, as a result, negatively impact our overall results of operations. Expansion into new markets may also present operating and marketing challenges that are different from those we currently encounter in our existing markets. Our inability to anticipate all of the changing demands that expanding operations will impose on our management and management information and reservation systems, or our failure to quickly adapt our systems and procedures to the new markets could result in lost revenue and increased expenses and otherwise harm our results of operations and financial condition.

      As of March 31, 2006, there were 26 hotels in our system that were owned by others and operated under franchise agreements with us. At March 31, 2006, four of those hotels were subject to temporary arrangements that were entered into as part of the sale of the property by us to a third-party and that expire in early 2006. For the other 22 hotels, the franchise agreements generally specify a fixed term and contain various early termination provisions, such as the right to terminate upon notice by paying us a termination fee, or the right to terminate if we fail to contribute a negotiated level of revenue to the franchisee through our reservation systems. We cannot assure you that these agreements will be renewed, or that they will not be terminated prior to the end of their respective terms for any reason, including a default under these agreements. If these

franchise agreements are not renewed, or are terminated prior to the expiration of their respective terms, the resulting decrease in revenue and loss of market penetration could harm our results of operations and financial condition.

      We intend to pursue a full range of growth opportunities, including identifying hotels for acquisition, joint venture, development, management, rebranding and franchising. We compete for growth opportunities with national and regional hospitality companies, some of which have greater name recognition, marketing support, reservation system capacity and financial resources than we do. Our ability to make acquisitions is dependent upon, among other things, our relationships with owners of existing hotels and certain major hotel investors, financing acquisitions and renovations, and successfully integrating new hotels into our operations. We may be unable to find suitable hotels for acquisition, development, management, rebranding or franchising on acceptable terms, or at all. Competition with other hotel companies may increase the cost of acquiring hotels. Even if suitable hotels are identified for acquisition, we may not be able to find lenders or capital partners willing to finance the acquisition of the hotels on acceptable terms or we may incur pursuit costs which are not recoverable. Further, we may not have adequate cash from operations to pursue such growth opportunities. Our failure to compete successfully for acquisitions, to obtain suitable financing for acquisitions we have identified or to attract and maintain relationships with hotel owners and major hotel investors could harm our ability to expand our system of hotels. An inability to implement our growth strategy could limit our ability to grow our revenue base and otherwise harm our results of operations.

      We intend to acquire additional hotels and we may acquire other operations in the future. We also intend to continue the redevelopment and re-branding of other acquired hotels into Red Lion hotels. Many of our hotels will have an ongoing need for renovations and other capital improvements, some of which will be mandated by applicable laws or regulations or agreements with third parties. In addition, we may develop new hotels in the future, depending on market conditions. Hotel redevelopment, renovation and new project development are subject to a number of risks, including:

      As a result of these risks, we could incur substantial costs for projects that are never completed. Further, financing for these projects may not be available or, even if available, may not be on terms acceptable to us. Any unanticipated delays or expenses incurred in connection with the acquisition, development, redevelopment or renovation of our hotels could impact our expected revenues, negatively affect our reputation among hotel customers, owners and franchisees, and otherwise harm our results of operations and financial condition.

      As of March 31, 2006, our hotel system included 61 hotels located in 10 states and one Canadian province, with 10,687 rooms and 521,537 square feet of meeting space. Of these 61 hotels, we (i) operated 34 hotels, 21 of which were owned and 13 of which were leased, (ii) franchised 26 hotels to various franchisees and (iii) managed one hotel owned by a third party. We also own commercial and other properties. Accordingly, we are subject to varying degrees of risk that generally arise from the ownership of real property. Revenue from our hotels and other real estate may be harmed by factors beyond our control, including the following:

      An increase in interest rates or property and other taxes could increase expenses and adversely affect our cash flow. Adverse conditions such as those discussed above could cause the terms of our borrowings to become unfavorable to us. In such circumstances, if we were in need of capital to repay indebtedness in accordance with its terms or otherwise, we could be required to sell one or more hotels at times that might not permit realization of the maximum return on our investments. Unfavorable changes in one or more of these conditions could also result in unanticipated expenses and higher operating costs, thereby reducing operating margins and otherwise harming our results of operations and financial condition.

      We hold a 50% interest in the Kalispell Center and Mall as part of a joint venture with an unrelated third party, and we may in the future acquire interests in other properties through joint venture arrangements with other entities. Some of these acquisitions may be financed in whole or in part by loans under which we are jointly and severally liable for the entire loan amount along with the other joint venture partners. The terms of these joint venture arrangements may be more favorable to the other party or parties than to us. In addition, investing in a property through a joint venture arrangement may subject that investment to risks not present with a wholly owned property, including, among others, the following:

      Group contract business and other large customers, or large events, can significantly impact the results of operations of our hotels. These contracts and customers vary from hotel to hotel and change from time to time. Such contracts are typically for a limited period of time after which they may be eligible for competitive bidding. The impact and timing of large events are not always predictable and are often episodic in nature. The operating results for our hotels can fluctuate as a result of these factors, possibly in adverse ways, and these fluctuations can harm our overall operating results.

      Our financial and operating performance may be adversely affected by acts of God, such as natural disasters, particularly in locations where we own and/or operate significant properties. Some types of losses, such as those from earthquake, hurricane, terrorism and environmental hazards, may be either uninsurable or too expensive to justify insuring against. In the event an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. Similarly, war (including the potential for war) and terrorist activity (including threats of terrorist activity), epidemics (such as SARS and bird flu), travel-related accidents, as well as geopolitical uncertainty and international conflict, which impact domestic and international travel, have caused in the past, and may cause in the future, our results to differ in adverse ways. Terrorism incidents such as the events of September 11, 2001 and wars such as the Iraq war in 2003 significantly reduce international travel and consequently global demand for hotel rooms. In addition, inadequate preparedness, contingency planning or recovery capability in relation to a major incident or crisis may prevent operational continuity and consequently harm the value of the brand or the reputation of our business.

      We collect and maintain information relating to our guests for various business purposes, including maintaining guest preferences to enhance our customer service and for marketing and promotion purposes and credit card information. The collection and use of personal data are governed by privacy laws and regulations enacted in the U.S. and by various contracts we operate under from time to time. Privacy regulation is an evolving area in which different jurisdictions may subject us to inconsistent compliance requirements. Compliance with applicable privacy regulations may increase our operating costs and/or harm our ability to service our guests and market our products, properties and services to our guests. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) could result in fines or restrictions on our use or transfer of data.

      Consistent with our focus on management and franchising, we do not own all the properties in our system of hotels. The nature of our rights under our management and franchise agreements to manage hotels and/or enforce brand standards may, in some instances, be subject to interpretation and may give rise to disagreements. We seek to resolve disagreements in order to develop and maintain positive relations with current and potential franchisees and joint venture partners; however, we have not always been able to do so. Our failure to resolve such disagreements may result in litigation, arbitration or other dispute resolution proceedings.

      We rely heavily on our employees to provide high-quality personal service at our hotels, and any labor dispute or stoppage could harm our ability to provide those services, which could reduce occupancy and room revenue, tarnish our reputation and harm our results of operations.

      We are subject to numerous federal, state and local government regulations affecting the lodging industry, including building and zoning requirements. Increased government regulation could require us to make unplanned expenditures and result in higher operating costs. Further, we are subject to laws governing our relationship with employees, including minimum wage requirements, overtime, working conditions and work permit requirements. An increase in the minimum wage rate, employee benefit costs or other costs associated with employees could increase expenses and result in lower operating margins. Under the Americans with Disabilities Act of 1990, or the ADA, all public accommodations are required to meet certain federal requirements related to access and use by disabled persons. We may be required to remove access barriers or make unplanned, substantial modifications to our hotels to comply with the ADA or to comply with other changes in governmental rules and regulations, which could reduce the number of total available rooms, increase operating costs and have a negative impact on revenues and earnings. Any failure to comply with ADA requirements or other governmental regulations could result in the U.S. government imposing fines or in private litigants winning damage awards against us.

      Our business is seasonal in nature, with the months from May through October generally accounting for a greater portion of our annual revenues than the months from November through April. Therefore, our results for any quarter may not be indicative of the results that may be achieved for the full fiscal year. The seasonal nature of our business increases our vulnerability to risks such as labor force shortages and cash flow problems. Further, if an adverse event such as an actual or threatened terrorist attack, international conflict, regional economic downturn or poor weather conditions should occur during the months of May through October, the adverse impact to our revenues could likely be greater as a result of our seasonal business.

      We place substantial reliance on the lodging industry experience and the institutional knowledge of members of our senior management team. Mr. Coffey, Mr. Narayan and Mr. Taffin are particularly important to our future success due to their substantial experience in the lodging industry, and with the Red Lion brand and our company. The loss of the services of one or more of these members of our senior management team could hinder our ability to effectively manage our business and implement our growth strategies. Finding suitable replacements for Mr. Coffey, Mr. Narayan or Mr. Taffin could be difficult, and competition for such personnel of similar experience is intense. We do not carry key person insurance on any of our senior management team.

      We own and lease to others over 375,000 square feet of office and retail space in Spokane, Washington and Kalispell, Montana. We are subject to the risk that leases for this space might not be renewed upon their expiration, the space may not be relet or the terms of renewal or reletting such space (including the cost of required renovations) might be less favorable to us than current lease terms. Vacancies could result due to the termination of a lease, the tenant’s financial failure or a breach of the tenant’s obligations. We may be unable to locate tenants for rental spaces vacated in the future or we may be limited to renting space on terms

unfavorable to us. Delays or difficulties in attracting tenants and costs incurred in preparing for tenant occupancy could reduce cash flow, decrease the value of a property and jeopardize our ability to pay our expenses.

      Until the sale of our real estate management company closes, or in the event the sale does not close, we will continue to manage and lease properties owned by third parties. Risks associated with these activities include the following:

      Our entertainment division, which comprised 6% of our total revenues from continuing operations in 2005, engages in event ticketing and the presentation and promotion of various entertainment productions. We have in the past attracted additional hotel guests by cross-selling to them tickets to entertainment events through our TicketsWest subsidiary. Our entertainment division is vulnerable to risks associated with changes in general regional and economic conditions, the potential for significant competition and a change in consumer trends, among other risks. In addition, we face the risk that Broadway shows and other entertainment productions will not tour the Pacific Northwest or that such productions will not choose us as a presenter or promoter.

      At any given time, we are subject to claims and actions incidental to the operation of our business. The outcome of these proceedings cannot be predicted. If a plaintiff is successful in a claim against us, we could be exposed to the risk of the payment of a material sum of money and we may not be insured for such a loss. If this were to occur, it could have an adverse effect on our financial condition.

      Our operating costs may be affected by the obligation to pay for the cost of complying with existing environmental laws, ordinances and regulations, as well as the cost of compliance with future environmental legislation. Under current federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In addition, the presence of contamination from hazardous or toxic substances, or the failure to remediate such contaminated property properly, may adversely affect the ability of the owner of the property to borrow using such property as collateral for a loan or to sell such property. Environmental laws also may impose restrictions on the manner in which a property may be used or transferred or in which businesses may be operated, and may impose remedial or compliance costs. The costs of defending against claims of liability or remediating contaminated property and the cost of complying with environmental laws could have an adverse effect on our results of operations and financial condition. We have not performed Phase II environmental assessments on two of our

owned properties for which Phase II assessments were recommended, because we determined that any further investigation was not warranted for materiality reasons. We cannot assure you that these properties do not have any environmental risks associated with them. While we have not been notified by any governmental authority, and we have no other knowledge of any material noncompliance, liability or claim relating to hazardous or toxic substances or other environmental substances in connection with any of our properties, we have not performed Phase I environmental assessments on all of our leased properties. We cannot assure you that we will not discover problems that currently exist, but of which we have no current knowledge that future laws, ordinances or regulations will not impose any material environmental liability, or that the current environmental condition of our existing and future properties will not be affected by the condition of neighboring properties (such as the presence of leaking underground storage tanks) or by third parties (whether neighbors such as dry cleaners or others) unrelated to us.

      A substantial portion of our outstanding indebtedness is secured by individual properties. Neither our articles of incorporation nor our bylaws limit the amount of indebtedness that we may incur. Subject to limitations in our debt instruments, we may incur additional debt in the future to finance acquisitions and renovations and for general corporate purposes. Accordingly, we could become highly leveraged, resulting in an increase in debt service that could adversely affect our operating cash flow. Our continuing indebtedness could increase our vulnerability to general economic and lodging industry conditions (including increases in interest rates) and could impair our ability to obtain additional financing in the future and to take advantage of significant business opportunities that may arise. Our indebtedness is, and will likely continue to be, secured by mortgages on our owned hotels. We cannot assure you that we will be able to meet our debt service obligations and, to the extent that we cannot, we risk the loss of some or all of our assets, including our hotels, to foreclosure. Adverse economic conditions could cause the terms on which borrowings become available to be unfavorable to us. In such circumstances, if we are in need of capital to repay indebtedness in accordance with its terms or otherwise, we could be required to sell one or more of our owned hotels at times that may not permit realization of the maximum potential return on our investments. Economic conditions could result in higher interest rates, which would increase debt service requirements on our variable rate debt and could reduce the amount of cash available for general corporate purposes.

      Some of our hotel rooms may be booked through third-party travel websites such as Travelocity.com, Expedia.com and Priceline.com. If these internet bookings increase, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from us. Moreover, some of these internet travel intermediaries are attempting to offer hotel rooms as a commodity, by increasing the importance of price and general indicators of quality (such as “three-star downtown hotel”) at the expense of brand identification. We believe that these internet intermediaries hope that consumers will eventually develop brand loyalties to their reservation systems. Although most of the business for our hotels is expected to be derived from traditional channels, if the amount of sales made through internet intermediaries increases significantly, our room revenues may flatten or decrease and our profitability may be adversely affected.

      As of March 31, 2006, Donald K. Barbieri, our Chairman of the Board, had sole voting and investment power with respect to 8.1% of our outstanding shares of common stock. Heather Barbieri, his ex-spouse, had sole voting and investment power with respect to 7.6% of our outstanding shares of common stock. Pursuant to a trust agreement, Donald K. Barbieri and Heather Barbieri share voting and investment power with respect to an additional 5.7% of our outstanding shares of common stock. Richard L. Barbieri, who is also a director and Donald K. Barbieri’s brother, beneficially owned 3.1% of our outstanding shares of common stock as of March 31, 2006. Two of the selling shareholders, who own 5.8% of our outstanding shares of common stock,

are also members of the Barbieri family. In addition, we believe that other members of the Barbieri family who are not directors, executive officers or 5% shareholders individually hold our outstanding common stock. As such, to the extent they are willing and able to act in concert, they may have the ability as a group to approve or block actions requiring the approval of our shareholders, including a merger or a sale of all of our assets or a transaction that results in a change of control.

Risks relating to our common stock and this offering

      Provisions of our articles of incorporation and bylaws may have the effect of deterring or delaying attempts by our shareholders to remove or replace management, to commence proxy contests, or to effect changes in control. These provisions include:

      In addition, as a Washington corporation, we are subject to laws that impose restrictions on some transactions between a corporation and certain significant shareholders. These provisions, alone or together, could have the effect of deterring or delaying changes in our incumbent management, proxy contests or changes in control.

      We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain earnings to provide funds for the anticipated growth and development of our business.

      Many factors could cause the market price of our common stock to rise or fall, including:

      It is possible that the price for our common stock may decline below the price you paid for it.

      Except for shares subject to lock up agreements, as discussed below, substantially all of the shares of our common stock are eligible for immediate resale in the public market. Subject to certain limited exceptions, our directors, executive officers and the selling shareholders are restricted from selling shares of common stock until ninety days after the date of this prospectus. We cannot predict whether future issuances of our common stock or resales in the open market will decrease the market price of our common stock. The exercise of the underwriters’ over-allotment option, the exercise of any stock options or the vesting of any restricted stock granted to directors, executive officers and other employees under our stock incentive plans, the issuance of common stock or units in connection with property, portfolio or business acquisitions and other issuances of our common stock could have an adverse effect on the market price of our common stock. In addition, future issuances of our common stock may be dilutive to existing stockholders. Any sales of substantial amounts of our common stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our common stock.

      If we require additional capital to pursue hotel acquisition or other opportunities or for any other reason, we may issue additional shares of common stock or preferred stock to raise the necessary capital, or the Partnership may issue OP Units, which may be redeemable on a one-to-one basis for our common stock. Such issuances could result in dilution to our shareholders.

      In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including commercial paper, medium-term notes, senior or subordinated notes and classes of preferred stock or common stock. We will be able to issue additional shares of common stock or preferred stock without stockholder approval, unless stockholder approval is required by applicable law or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Upon liquidation, holders of our debt securities, holders of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. Preferred stock and debt, if issued, could have a preference on liquidating distributions or a preference on dividend or interest payments that could limit our ability to make a distribution to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stock and diluting their interest.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus includes forward-looking statements. We have based these statements on our current expectations and projections about future events. When words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “seek,” “should,” “will” and similar expressions or their negatives are used in this prospectus, these are forward-looking statements. The forward-looking statements contained in this prospectus reflect our current views about current events and are subject to risks, uncertainties, assumption and changes in circumstances that may cause our actual results to differ significantly from those expressed in any forward-looking statement. Many possible events or factors, such as changes in economic, business, competitive market and regulatory conditions, as well as those discussed in “Risk Factors” beginning on page 15 of this prospectus, could affect our future financial results and performance, and could cause actual results or performance to differ materially from those expressed. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not intend, and disclaim any duty or obligation, to update or revise any industry information or forward-looking statements set forth in this prospectus to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the events described by our forward-looking statements might not occur. We qualify any and all of our forward-looking statements by these cautionary factors. Please keep this special note in mind as you read this prospectus.

      This prospectus contains market date industry statistics and other data that have been obtained from, or compiled from, information made by third parties. We have not independently verified their data.

USE OF PROCEEDS

      We expect to receive net proceeds of approximately $56.4 million from the sale of 5,000,000 shares of our common stock in this offering, based on an assumed offering price of $12.05 per share, the last reported sale price of our common stock on the NYSE on April 27, 2006, after deducting the estimated expenses related to this offering and the underwriting discounts and commissions payable by us. We will not receive any proceeds from the sale of the common stock being offered by the selling shareholders.

      We intend to use (i) approximately $16.9 million of the net proceeds to us from this offering to fund the mandatory redemption of $16.1 million of the outstanding 9.5% trust preferred securities of Red Lion Hotels Capital Trust, or the Trust, at a required 5% premium over par, (ii) up to $34.5 million of the remaining net proceeds to us to reduce our existing secured debt and pay associated defeasance costs and (iii) the remaining net proceeds to us for general corporate purposes. We have not identified any specific items of debt that will be repaid from the net proceeds to us from this offering.

      The mandatory redemption of the trust preferred securities of the Trust will be made pursuant to the terms of those securities, which require us, if we consummate an offering of our common stock that results in gross proceeds to us of at least $50 million prior to February 19, 2007, to fund the redemption of 35% of the aggregate $46 million principal amount of the Trust’s outstanding trust preferred securities at a redemption price equal to 105% of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

PRICE RANGE OF COMMON STOCK

      Our common stock is listed on the NYSE under the symbol “RLH”. Prior to September 19, 2005, the stock traded under the symbol “WEH”. The following table sets forth for the periods indicated the high and low closing sale prices for the common stock on the NYSE.

      The last reported sale price of our common stock on the NYSE on April 27, 2006 was $12.05 per share. As of March 31, 2006, we had approximately 114 shareholders of record of our common stock.

DIVIDEND POLICY

      We do not anticipate paying any cash dividends on the common stock in the foreseeable future. We intend to retain earnings to provide funds for the anticipated growth and development of our business. Any determination to pay cash dividends in the future will be at the discretion of our board of directors and will depend upon, among other things, our results of operations, financial condition, contractual restrictions and other factors deemed relevant by our board. Our board will periodically review our dividend policy on our shares of common stock.

CAPITALIZATION

The following table sets forth, as of December 31, 2005,

      This information should be read in conjunction with “Use of Proceeds” in this prospectus and our consolidated financial statements and notes thereto incorporated by reference in this prospectus.

DILUTION

      Our net tangible book value at December 31, 2005 was $80.3 million, or $6.12 per share of common stock.

      Net tangible book value per share is equal to our total tangible assets less our total liabilities divided by the number of outstanding shares of common stock. After giving pro forma effect to the sale by us of the 5,000,000 shares offered hereby at an assumed offering price of $12.05 per share, the last reported sale price of our common stock on the NYSE on April 27, 2006, and the receipt of the estimated net proceeds to us from the offering, our pro forma net tangible book value at December 31, 2005 would have been approximately $136.8 million, or approximately $7.54 per share of common stock.

      This amount represents an immediate increase in the pro forma net tangible book value per share of $1.49 per share to our existing shareholders and an immediate dilution in pro forma net tangible book value per share to new investors of approximately $4.70 per share. The following table illustrates this per share dilution.

SELECTED CONSOLIDATED FINANCIAL DATA

      The following table sets forth our selected consolidated financial data as of and for the years ended December 31, 2005, 2004, 2003, 2002 and 2001. The selected consolidated statement of operations and balance sheet data are derived from our audited financial statements. The audited consolidated financial statements for certain of these periods are incorporated by reference in this prospectus from our annual report on Form 10-K for the fiscal year ended December 31, 2005. The selected consolidated financial data set forth below should be read in conjunction with, and are qualified in their entirety by, our consolidated financial statements and related notes, Management’s Discussion and Analysis of Financial Condition and Results of Operations and other financial information included elsewhere and incorporated by reference in this prospectus.

      As noted, EBITDA represents net income (or loss) before interest expense, income tax benefit or expense, depreciation and amortization. We utilize EBITDA as a financial measure because we believe that investors find it to be a useful tool to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of core ongoing operations. We believe it is a complement to net income and other financial performance measures. EBITDA from continuing operations is calculated in the same manner, but excludes the operating activities of business units identified as discontinued. EBITDA is not intended to represent net income or loss as defined by generally accepted accounting principles in the United States and such information should not be considered as an alternative to net income, cash flows from operations or any other measure of performance prescribed by generally accepted accounting principles in the United States.

      We use EBITDA to measure the financial performance of our owned and leased hotels because it excludes interest, taxes, depreciation and amortization, which bear little or no relationship to operating performance. By excluding interest expense, EBITDA measures our financial performance irrespective of our capital structure or how we finance our properties and operations. We generally pay federal and state income taxes on a consolidated basis, taking into account how the applicable taxing laws apply to our company in the aggregate. By excluding taxes on income, we believe EBITDA provides a basis for measuring the financial performance of our operations excluding factors that our hotels cannot control. By excluding depreciation and amortization expense, which can vary from hotel to hotel based on historical cost and other factors unrelated to the hotels’ financial performance, EBITDA measures the financial performance of our hotels without regard to their historical cost. For all of these reasons, we believe that EBITDA provides us and investors with information that is relevant and useful in evaluating our business. We believe that the presentation of EBITDA from continuing operations is useful for the same reasons, in addition to using it for comparative purposes for our intended operations going forward.

      However, because EBITDA excludes depreciation and amortization, it does not measure the capital we require to maintain or preserve our fixed assets. In addition, because EBITDA does not reflect interest expense, it does not take into account the total amount of interest we pay on outstanding debt nor does it show trends in interest costs due to changes in our borrowings or changes in interest rates. EBITDA from continuing operations excludes the activities of operations we have determined to be discontinued and it does not reflect the totality of operations as experienced for the periods presented. EBITDA, as defined by us, may not be comparable to EBITDA as reported by other companies that do not define EBITDA exactly as we define the term. Because we use EBITDA to evaluate our financial performance, we reconcile it to net income, which is the most comparable financial measure calculated and presented in accordance with GAAP. EBITDA does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to operating income or net income determined in accordance with GAAP as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of liquidity.

      The following is a reconciliation of EBITDA and EBITDA from continuing operations to net income (loss) for the periods presented:

      In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142 (“SFAS No. 142”), “Goodwill and Intangible Assets”, which revises the accounting for purchased goodwill and intangible assets. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized, but are tested for impairment annually and also in the event of an impairment indicator. The adoption of SFAS No. 142 on January 1, 2002, resulted in the elimination of goodwill amortization of $855 thousand for the years ended December 31, 2005, 2004, 2003, and 2002.

      Net income and earnings per share adjusted for goodwill amortization for 2001 compared to fiscal 2005, 2004, 2003 and 2002 is as follows: