Exhibit 10.50

                              AMENDMENT NO. 1 TO
                           STOCK PURCHASE AGREEMENT

      THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT  (the "Amendment") is
made and entered as of this 7th day of August, 1996, by and between PROMUS
HOTELS, INC. ("Promus"), a Delaware corporation, and WINSTON HOTELS, INC.
(the "Company"), a North Carolina corporation.

                                   RECITALS

      WHEREAS, the Company and Promus entered into a Stock Purchase Agreement
dated April 24th, 1996 (the "Stock Purchase Agreement").

      WHEREAS, the Company and Promus now desire to amend certain parts of
the Stock Purchase Agreement.

      WHEREAS,  all capitalized terms used but not otherwise defined herein
shall have the meaning assigned to such terms in the Stock Purchase Agreement.

      NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and
covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties do
hereby agree as follows:

1. Definition of Development Hotel

      The definition of "Development Hotels" set forth in the Recitals
section of the Stock Purchase Agreement is hereby restated in the singular
and is amended for purposes of both the Stock Purchase Agreement and the
Amendment such that "Development Hotel" shall mean the Homewood Suites Hotel
currently under construction in Richmond, Virginia.
 
2. Amendment of Paragraph 1(a)(i)(a) of the Stock Purchase Agreement

      Paragraph 1(a)(i)(a) of the Stock Purchase Agreement shall be deleted
in its entirety and the following provision shall be inserted in lieu thereof:


            (a) One Million Five Hundred Thousand Dollars ($1,500,000), at
the per share Purchase Price determined in accordance with Section 2 below,
on each of (i) the date on which the Partnership acquires the Developed Hotel
and (ii) the date on which the Partnership acquires the Development Hotel, and
 
3. Amendment of Paragraph 1(a)(i)(b) of the Stock Purchase Agreement

      Paragraph 1(a)(i)(b) of the Stock Purchase Agreement shall be deleted
in its entirety and the following provision shall be inserted in lieu thereof:

            (b) the product of Fifteen Thousand Dollars ($15,000) and the
number of guest rooms in the Additional Hotels, at the per share Purchase
Price determined in accordance with Section 2 below, on the date on which the
Partnership acquires the Additional Hotels.

4. Amendment of Paragraph 1(c) of the Stock Purchase Agreement

      Paragraph 1(c) of the Stock Purchase Agreement shall be deleted in its
entirety and the following provision shall be inserted in lieu thereof:

(c) Aggregate Subscription Limit. Promus' agreement herein to purchase Common
Stock shall not exceed at any time the amount (the "Aggregate Subscription
Limit") equal to the lesser of (i) Fifteen Million Dollars ($15,000,000) or (ii)
the sum of Three Million Dollars ($3,000,000) and the aggregate Closed Hotel
Amount. The "Closed Hotel Amount" shall equal the product of (A) Fifteen
Thousand Dollars ($15,000) and (B) the number of guest rooms in the Additional
Hotels purchased by the Partnership pursuant to the Acquisition Documents or any
documents executed subsequently by the parties pursuant to the Acquisition
Documents regarding the Partnership's acquisition of Additional Hotels.

5. Amendment of Paragraph 2 of the Stock Purchase Agreement

      Paragraph 2 of the Stock Purchase Agreement shall be deleted in its
entirety and the following provision shall be inserted in lieu thereof:


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2. Purchase Price. The number of shares of Common Stock received by Promus at
each closing of its purchase of Common Stock hereunder shall be equal to the
gross purchase price paid by Promus at such closing divided by, (i) with respect
to up to 681,818 shares of Common Stock acquired within six months after the
Public Offering, $11.00 per share of Common Stock, and, (ii) with respect to all
other Common Stock, an amount equal to the Market Price of a share of Common
Stock on the date of acquisition. For purposes of this Agreement, "Market Price"
shall mean, for any date, the average of the high and low sales prices of the
Company's Common Stock as quoted on the Nasdaq Stock Market for the 10
consecutive business days ending on the second business day preceding such date.

6. Except as expressly amended hereby, all terms and conditions of this
Agreement shall continue to be in full force and effect.

7. This Amendment shall be governed by, and interpreted in accordance with the
laws of the State of North Carolina.


IN WITNESS WHEREOF, the parties hereto have executed this Amendment on and as
of the date first above written.

PROMUS HOTELS, INC.,
a Delaware corporation

By:________________________
Name:______________________
Title:_____________________


WINSTON HOTELS, INC.,
a North Carolina corporation

By:________________________
Name:______________________
Title:_____________________


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