EXHIBIT 3.1(b)

                        CERTIFICATE OF AMENDMENT TO THE
                   RESTATED CERTIFICATE OF INCORPORATION OF
                          EXTENDED STAY AMERICA, INC.

                         Pursuant to Section 242 of the
                         General Corporation Law of the
                               State of Delaware
                                        

          Extended Stay America, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Company"), does hereby certify as follows:

     1.  The Restated Certificate of Incorporation of the Company is hereby
amended by changing Article FOURTH thereof so that, as amended, the first
paragraph of Article FOURTH of the Restated Certificate of Incorporation of the
Company shall read in its entirety as follows:

          "FOURTH:  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 510,000,000 of which (i)
500,000,000 shares, par value $.01 per share, are to be of a class designated
Common Stock ("Common Stock") and (ii) 10,000,000 shares, par value $.01 per
share, are to be of a class designated Preferred Stock ("Preferred Stock")."

     2.  That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Company having adopted resolutions
setting forth such amendment and declaring its advisability, and the holders of
a majority of the outstanding stock of the Company having approved and adopted
resolutions providing for such amendment.

          IN WITNESS WHEREOF, Extended Stay America, Inc. has caused this
Certificate to be signed by its Senior Vice President and attested to by its
Assistant Secretary, on this 19th day of May, 1997.

                                EXTENDED STAY AMERICA, INC.


                                     /s/ Robert A. Brannon
                                By:  ___________________________________
                                     Robert A. Brannon
                                     Senior Vice President
ATTEST:

/s/ Gregory R. Moxley
__________________________________
Gregory R. Moxley
Assistant Secretary