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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950152-98-000248.txt : 19980116
<SEC-HEADER>0000950152-98-000248.hdr.sgml : 19980116
ACCESSION NUMBER:		0000950152-98-000248
CONFORMED SUBMISSION TYPE:	DEFA14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980115
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			REALTY REFUND TRUST
		CENTRAL INDEX KEY:			0000082473
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				346647590
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		DEFA14A
		SEC ACT:		
		SEC FILE NUMBER:	001-07062
		FILM NUMBER:		98507385

	BUSINESS ADDRESS:	
		STREET 1:		1385 EATON CENTER
		STREET 2:		1111 SUPERIOR AVE
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44114
		BUSINESS PHONE:		2167717663

	MAIL ADDRESS:	
		STREET 1:		1385 EATON CENTER
		STREET 2:		1111 SUPERIOR AVENUE
		CITY:			CLEVELAND
		STATE:			OH
		ZIP:			44114
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<DESCRIPTION>REALTY REFUND TRUST  DEFINITIVE 14A ADDT'L MAT.
<TEXT>

<PAGE>   1
 
================================================================================
 
                                  SCHEDULE 14A
                                   (RULE 14a)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                              (AMENDMENT NO. 5 )
 
Filed by the Registrant  [X]
 
Filed by a Party other than the Registrant  [ ]
 
Check the appropriate box:
 
<TABLE>
<S>                                             <C>
[ ]  Preliminary Proxy Statement                [ ]  CONFIDENTIAL, FOR USE OF THE COMMISSION
                                                     ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
 
                              REALTY REFUND TRUST
                (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
    (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
 
Payment of Filing Fee (Check the appropriate box):
[ ]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
     (1) Title of each class of securities to which transaction applies: .......
 
     (2) Aggregate number of securities to which transaction applies: ..........
 
     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined): ............
 
     (4) Proposed maximum aggregate value of transaction: ......................
 
     (5) Total fee paid: .......................................................
 
[X]  Fee paid previously with preliminary materials.
 
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
     (1) Amount Previously Paid: ...............................................
 
     (2) Form, Schedule or Registration Statement No.: .........................
 
     (3) Filing Party: .........................................................
 
     (4) Date Filed: ...........................................................
 
================================================================================
<PAGE>   2

                                                 [LOGO]
                      Realty ReFund Trust/1385 Eaton Center/1111 Superior Avenue
                                  Cleveland, Ohio 44114/216-771-7663
                                             Fax/216-861-4929


                                    AMENDMENT

                                       TO

                                 PROXY STATEMENT

                                      DATED

                                DECEMBER 26, 1997


         The Proxy Statement of Realty ReFund Trust (the "Trust"), dated
December 26, 1997, is hereby amended by the deletion of the third paragraph of
the Notice of Annual Meeting of Shareholders and the substitution of the
following in the place thereof:

         "The Trust's Second Amended and Restated Declaration of Trust and the
Trust's 1997 Stock Incentive and Option Plan will not be implemented unless the
Formation Transactions are approved, ratified and consummated. The Formation
Transactions may be approved, ratified and consummated, in the discretion of the
Trustees, irrespective of the approval of the Trust's Second Amended and
Restated Declaration of Trust and the Trust's 1997 Stock Incentive and Option
Plan."

This Amendment to Proxy Statement was first mailed to Shareholders on January
15, 1998.


                               REALTY REFUND TRUST

                                                                January 15, 1998


<PAGE>   3
                                                 [LOGO]
                      Realty ReFund Trust/1385 Eaton Center/1111 Superior Avenue
                                   Cleveland, Ohio 44114/216-771-7663
                                           Fax/ 216-861-4929



                                January 15, 1998





Dear Realty ReFund Trust Shareholder:

Enclosed for your information is an Amendment to Proxy Statement which clarifies
the approvals necessary for implementation of the Formation Transactions between
the Trust and Hospitality Corporation International. Approval of the Proposal to
adopt the Trust's Second Amended and Restated Declaration of Trust requires that
two-thirds of the outstanding shares of the Trust vote in favor.

As set forth in the Proxy Statement, the Trust's Board of Trustees unanimously
endorse the Formation Transactions as well as the other Proposals set forth in
the Proxy Statement and believe that approval of the Proposals is in the best
interests of shareholders.

YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE!
Therefore, if you have not already done so, we urge you to vote promptly.

If you have any questions, please feel free to call our proxy
solicitor, Corporate Investor Communications, Inc. at
1-800-206-0253.



                               REALTY REFUND TRUST


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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