Hotel Investors Corp., the Chevy Chase real estate investment trust that rebuffed takeover bids from two companies last fall, yesterday received a new merger proposal from one of the groups.

Hotel Properties Inc., a real estate investment trust based in Woodland Hills, Calif., said it has proposed a stock swap that would merge the two organizations under the name of Hotel Investors, and under the control of Hotel Properties' management.

The structure of the offer is designed to create a company that would own and manage 40 hotels nationwide, according to Hotel Properties.

Hotel Investors said yesterday that it was "studying" the proposal. Last year, the two organizations held discussions that led to a draft letter of intent outlining a possible merger.

In November, however, Hotel Investors said it was "determined not to enter into the business combination contemplated by the draft letter of intent," according to a February filing with the Securities and Exchange Commission cited by Hotel Properties.

Hotel Investors fought off another takeover bid in October by a group of Mississippi real estate companies by agreeing to elect two representatives of the firm to the boards of the trust and the company.

Hotel Properties owns 20 hotels, located primarily in the western United States, but as a trust cannot manage them. Hotel Investors consists of two entities, Hotel Investors Trust and Hotel Investors Corp., which together own and manage 20 hotels concentrated in the East, including a Residence Inn at Tyson's Corner and a Comfort Inn in Herndon. Hotel Investors has another five hotels under construction in the Washington area.

The two Hotel Investors operations are jointly owned by the same stockholders. The stock of the two companies trade as "paired shares," so one Hotel Investors share is worth one share of the trust and one share of the corporation.

Under terms of the merger offer, Hotel Investors technically would acquire Hotel Properties and therefore could own and manage the hotels. However, the management of Hotel Properties would "assume control," said John F. Rothman, president and chief executive of Hotel Properties. "In effect, we would acquire them."

The transaction would be a 1-for-1 stock swap, involving no cash and no taxes, Rothman said.

The incentive for Hotel Investors stockholders would be special stock warrants. Stockholders would receive one 10-year warrant for each two paired shares held on the day prior to the merger closing. Each warrant would permit the purchase of one paired share of Hotel Investors at $5 a share below the average closing price of a share during the 30 trading days prior to the closing.

For example, under the proposal, an individual with 100 Hotel Investors paired shares would receive 50 warrants to buy 50 outstanding paired shares of Hotel Investors at the discount price.

Hotel Investors stock closed yesterday at $23 a share.

Hotel Properties plans to hold a public stock offering after the merger, Rothman said.

Hotel Investors has assets of $98 million and earned $5.3 million last year on revenue of $38.7 million. Hotel Properties has assets of $56 million and reported profits of $4.2 million on revenue of $8.4 million.