EXHIBIT 10.1.1

                               FIRST AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                      OF FELCOR LODGING LIMITED PARTNERSHIP


     This First  Amendment to Second  Amended and Restated  Agreement of Limited
Partnership of FelCor Lodging Limited  Partnership (the  "Partnership")  is made
and entered  into  effective as of April 1, 2002,  by and among  FelCor  Lodging
Trust Incorporated, a Maryland corporation, as the General Partner (the "General
Partner")  and all of the  persons and  entities  who are or shall in the future
become Limited  Partners of the Partnership in accordance with the provisions of
the Partnership Agreement (as hereinafter defined).

                                R E C I T A L S:
                                ---------------

     A. The General  Partner and the  existing  Limited  Partners  (the  General
Partner  and  the  Limited  Partners  collectively  referred  to  herein  as the
"Partners")  have previously  executed and delivered that certain Second Amended
and  Restated  Agreement  of  Limited  Partnership  of  FelCor  Lodging  Limited
Partnership dated as of December 31, 2001 (the "Partnership Agreement"), and the
Partnership Agreement governs the Partnership.

     B. The General Partner has previously designated and established a class of
Partnership  Units  (as  defined  in  the  Agreement)  as  Series  B  Cumulative
Redeemable Preferred Units (the "Series B Preferred Units") pursuant to Addendum
No. 3 to the Partnership Agreement (the "Addendum").

     C.  Pursuant  to Sections  1.4 and 4.6 of the  Partnership  Agreement,  the
General Partner is authorized to issue such additional Partnership Units for any
Partnership  purpose,  at any time or from time to time,  to the  Partners or to
other persons for such  consideration  and on such terms and conditions as shall
be established by the General Partner in its sole discretion.

     D. The General  Partner  desires to exercise such authority by amending the
Addendum as provided  herein to increase the number of Series B Preferred  Units
authorized under the Partnership Agreement.

                              A G R E E M E N T S:
                              - - - - - - - - - -

     NOW,  THEREFORE,  in consideration of the agreements and obligations of the
parties  set forth  herein and of other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:

     1. Amendment of Partnership Agreement.  Section 2 of the Addendum is hereby
amended to increase the number of Series B Preferred Units authorized thereunder
from 57,500 Series B Preferred Units to 67,758 Series B Preferred Units.


     2.  Terms of Series B  Preferred  Units.  The  additional  10,258  Series B
Preferred Units shall have the preferences,  conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption  that are applicable to the existing Series B Preferred
Units as provided in the Addendum,  except that,  notwithstanding the provisions
of Section 3.2(a) of the Addendum  relating to the date from which the dividends
shall be cumulative, dividends on such additional Series B Preferred Units shall
be cumulative from February 1, 2002.

     3.  Defined  Terms:  Effect  Upon  Partnership  Agreement.   All  initially
capitalized  terms used  without  definition  herein shall have the meanings set
forth therefor in the Partnership Agreement. Except as expressly amended hereby,
the Partnership  Agreement shall remain in full force and effect and each of the
parties hereto hereby reaffirms the terms and provisions thereof.


                            [Signature page follows]




         IN WITNESS WHEREOF, this First Amendment to Second Amended and Restated
Agreement of Limited Partnership is executed and entered into as of the date
first above written.

                                   GENERAL PARTNER:

                                   FELCOR LODGING TRUST INCORPORATED,
                                   a Maryland corporation


                                   By: /s/ Lawrence D. Robinson
                                      -----------------------------------------
                                      Lawrence D. Robinson, Executive
                                      Vice President


                                      LIMITED  PARTNERS  (for  all  the  Limited
                                      Partners  now and  hereafter  admitted  as
                                      Limited   Partners  of  the   Partnership,
                                      pursuant  to the  powers  of  attorney  in
                                      favor of the General Partner  contained in
                                      Section 1.4 of the Partnership Agreement):


                                    By: FELCOR LODGING TRUST INCORPORATED,
                                        acting as General Partner and as duly
                                        authorized attorney-in-fact


                                        By: /s/ Lawrence D. Robinson
                                           -------------------------------------
                                           Lawrence D. Robinson, Executive
                                           Vice President