Exhibit 3.5


                               CERTIFICATE OF AMENDMENT
                                        OF THE
                             CERTIFICATE OF INCORPORATION
                                          OF
                    MICROTEL FRANCHISE AND DEVELOPMENT CORPORATION


                  Under Section 805 of the Business Corporation Law


    The undersigned, being the President and Secretary of Microtel Franchise
and Development Corporation, does hereby certify as follows:

    1.   The name of the Corporation is Microtel Franchise and Development
Corporation.  The name under which the Corporation was formed was Microtel
Distribution & Franchising Corp.

    2.   The Certificate of Incorporation was filed by the Department of State
on June 5, 1987.

    3.   The name of the Corporation is hereby changed to HUDSON HOTELS
CORPORATION.  Therefore, paragraph (1) of the Certificate of Incorporation is
hereby amended to read in its entirety as follows:

         "(1) The name of the Corporation is:  "HUDSON HOTELS CORPORATION"

    4.   The above amendment to the Certificate of Incorporation was authorized
by vote of the Board of Directors followed by vote of the holders of a majority
of all outstanding shares entitled to vote thereon at a meeting shareholders.

    IN WITNESS WHEREOF, the Certificate has been subscribed this 13th day of
May, 1996 by the undersigned, who affirm that the statements made herein are
true under the penalties of perjury.


                                       /S/ E. Anthony Wilson                    
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                                       /S/ Alan S. Lockwood                    
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