UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. ~~20549~~20543

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

~~Pursuant~~OF toTHE ~~Section~~SECURITIES 13EXCHANGE orACT ~~15(d)~~OF of1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(date of ~~1934~~earliest event reported) April 24, 2007

Date of Report (Date of earliest event reported): May 4, 2006

HIGHLAND HOSPITALITY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	001-31906	57-1183293
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(IRS Employer Identification No.)
(State or other jurisdiction ofincorporation or organization)	Commission File Numbers	(I.R.S. Employer Identification Number)

8405 Greensboro Drive, Suite 500, McLean, Virginia 22102

(Address ofor principal executive ~~offices,~~office) ~~including~~ (Zip ~~Code~~code)

Registrant’s telephone number, including area code: (703) 336-4901

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)

¨x 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~~Highland ~~2.02~~Hospitality ~~RESULTS~~Corporation ~~OF OPERATIONS AND FINANCIAL CONDITION~~

OnForm ~~May~~8-K 4, 2006, Highland Hospitality Corporation issued a press release announcing its financial results for the quarter ended March 31, 2006. A copy of the press release is filed as exhibit 99.1 to this report and is incorporated by reference herein.

~~The information contained in this Form 8-K is furnished under “~~Item 28.~~02 Results of Operations and Financial Condition” in accordance with SEC Release 33-8216~~01. ~~The~~Other information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Events

~~ITEM~~On 9April 24, 2007, Highland Hospitality Corporation (the “Company”) issued a press release announcing that the Company had executed a definitive agreement pursuant to which an affiliate of JER Partners will acquire the Company.01 ~~FINANCIAL~~A ~~STATEMENTS~~copy ~~AND~~of ~~EXHIBITS~~the Company’s press release is attached as Exhibit 99.1.

c)Item ~~The~~9.01 ~~following~~Financial ~~exhibit~~Statements isand ~~included with this report:~~ Exhibits.

~~Exhibit~~(d) ~~99.1 Press release dated May 4, 2006 reporting financial results for the quarter ended March 31, 2006~~Exhibits


99.1		Press release dated April 24, 2007 issued by Highland Hospitality Corporation

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 ~~hereunto~~thereunto duly authorized.

		HIGHLAND HOSPITALITY CORPORATION
Date: April 24, 2007
Date: May 4, 2006		By:	/s/ Douglas W. Vicari
HIGHLAND HOSPITALITY CORPORATION
			Douglas W. Vicari Executive Vice President, Chief Financial Officer and Treasurer
By:	/s/ Douglas W. Vicari
	Douglas W. Vicari
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release dated May 4, 2006 reporting financial results for the quarter ended March 31, 2006

Exhibit

Number

99.1

Press release dated April 24, 2007 issued by Highland Hospitality Corporation

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