AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1996.
REGISTRATION NO. 333-2458
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------

POST-EFFECTIVE
AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
WYNDHAM HOTEL CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 7011 75-263-6072
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)

SUBSIDIARY GUARANTOR REGISTRANTS

PRIMARY
EXACT NAME OF STANDARD I.R.S.
GUARANTOR REGISTRANTS STATE INDUSTRIAL EMPLOYER
AS SPECIFIED IN OF CLASSIFICATION IDENTIFICATION
THEIR RESPECTIVE CHARTERS FORMATION CODE NUMBER NUMBER
- ------------------------------------- --------- ---------------- --------------

Wyndham Management Corporation Delaware 7011 75-263-6074
GHALP Corporation Delaware 7011 75-263-9582
Wyndham IP Corporation Delaware 6794 75-263-9581
WH Interest, Inc. Texas 7011 75-222-2450
Rose Hall Associates Limited
Partnership Texas 7011 75-230-8949
WHC Vinings Corporation Delaware 7011 75-265-0815

WHC Caribbean Limited Jamaica 7011 None
Waterfront Management Corporation Delaware 7011 75-263-6076
WHCMB, Inc. Delaware 5813 75-263-6075
Wyndham Hotels & Resorts
(Aruba) N.V. Aruba 7011 None
XERXES Limited Jamaica 7011 None

2001 BRYAN STREET, SUITE 2300
DALLAS, TEXAS 75201
(214) 863-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

JAMES D. CARREKER
CHIEF EXECUTIVE OFFICER
WYNDHAM HOTEL CORPORATION
2001 BRYAN STREET, SUITE 2300
DALLAS, TEXAS 75201
(214) 863-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

------------------

Copies to:

M. CHARLES JENNINGS RICHARD D. TRUESDELL, JR.
LOCKE PURNELL RAIN HARRELL DAVIS POLK & WARDWELL
(A PROFESSIONAL CORPORATION) 450 LEXINGTON AVENUE
2200 ROSS AVENUE, SUITE 2200 NEW YORK, NEW YORK 10017
DALLAS, TEXAS 75201

------------------

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2

EXPLANATORY NOTE

Wyndham Hotel Corporation (the "Company") hereby amends this registration
statement on Form S-1 (Registration Number 333-2458) for the purpose of filing
the exhibits set forth in the Index to Exhibits contained herein.
3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Dallas,
State of Texas, on the 19th day of June, 1996.

WYNDHAM HOTEL CORPORATION

By: /s/ JAMES D. CARREKER*
------------------------------------
Name: James D. Carreker
Title: President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

/s/ JAMES D. CARREKER* President, Chief Executive Officer and
- --------------------------------------------- Director
James D. Carreker (principal executive officer)
/s/ ANNE L. RAYMOND* Chief Financial Officer,
- --------------------------------------------- Executive Vice President and Director
Anne L. Raymond (principal financial officer)
/s/ JOHN P. KLUMPH* Vice President -- Corporate Controller
- --------------------------------------------- (principal accounting officer)
John P. Klumph
/s/ HARLAN R. CROW* Director
- ---------------------------------------------
Harlan R. Crow
/s/ SUSAN T. GROENTEMAN* Director
- ---------------------------------------------
Susan T. Groenteman
/s/ ROBERT A. WHITMAN* Director
- ---------------------------------------------
Robert A. Whitman
/s/ DANIEL A. DECKER* Director
- ---------------------------------------------
Daniel A. Decker
/s/ LESLIE V. BENTLEY* Executive Vice President and Wyndham Garden
- --------------------------------------------- Division President
Leslie V. Bentley
/s/ ERIC A. DANZIGER* Executive Vice President and Wyndham Hotels
- --------------------------------------------- and Resorts Division President
Eric A. Danziger
/s/ STANLEY M. KOONCE, JR.* Executive Vice President -- Marketing,
- --------------------------------------------- Planning and Technical Services
Stanley M. Koonce, Jr.
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact

II-1
4

SIGNATURES

WYNDHAM MANAGEMENT CORPORATION

By: /s/ JAMES D. CARREKER*
------------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

/s/ JAMES D. CARREKER* President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Vice President and Director
- --------------------------------------------- (principal financial officer)
Anne L. Raymond
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact

II-2
5

SIGNATURES

GHALP CORPORATION

By: /s/ JAMES D. CARREKER*
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

II-3
6

SIGNATURES

WYNDHAM IP CORPORATION

By: /s/ JAMES D. CARREKER*
---------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

II-4
7

SIGNATURES

WH INTEREST, INC.

By: /s/ JAMES D. CARREKER*
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

/s/ JAMES D. CARREKER* President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Vice President
- --------------------------------------------- (principal financial officer)
Anne L. Raymond
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
/s/ TRAMMELL S. CROW Director
- ---------------------------------------------
Trammell S. Crow
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact

II-5
8

SIGNATURES

ROSE HALL ASSOCIATES LIMITED
PARTNERSHIP

By: WHC CARIBBEAN LIMITED

By: /s/ HELMUT SCHUSTER*
-------------------------------
Name: Helmut Schuster
Title: Chairperson

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

/s/ HELMUT SCHUSTER* Chairperson
- --------------------------------------------- (principal executive officer and Authorized
Helmut Schuster United States Representative)
/s/ JUDY LOWE HENDRICK* Managing Director and Treasurer
- --------------------------------------------- (principal financial and accounting officer)
Judy Lowe Hendrick
/s/ SUSAN T. GROENTEMAN* Director
- ---------------------------------------------
Susan T. Groenteman
/s/ STANLEY M. KOONCE, JR.* Director
- ---------------------------------------------
Stanley M. Koonce, Jr.
/s/ ERIC A. DANZIGER* Director
- ---------------------------------------------
Eric A. Danziger
Director
- ---------------------------------------------
William E. Clarke
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact

II-6
9

SIGNATURES

WHC CARIBBEAN LIMITED

By: /s/ HELMUT SCHUSTER*
------------------------------------
Name: Helmut Schuster
Title: Chairperson

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

/s/ HELMUT SCHUSTER* Chairperson
- --------------------------------------------- (principal executive officer and Authorized
Helmut Schuster United States Representative)
/s/ JUDY LOWE HENDRICK* Managing Director and Treasurer
- --------------------------------------------- (principal financial and accounting officer)
Judy Lowe Hendrick
/s/ STANLEY M. KOONCE, JR.* Director
- ---------------------------------------------
Stanley M. Koonce, Jr.
/s/ SUSAN T. GROENTEMAN* Director
- ---------------------------------------------
Susan T. Groenteman
/s/ ERIC A. DANZIGER* Director
- ---------------------------------------------
Eric A. Danziger
Director
- ---------------------------------------------
William E. Clarke
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact

II-7
10

SIGNATURES

WATERFRONT MANAGEMENT CORPORATION

By: /s/ JAMES D. CARREKER*
-------------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

II-8
11

SIGNATURES

WHCMB, INC.

By: /s/ JAMES D. CARREKER*
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

/s/ JAMES D. CARREKER* President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Director
- ---------------------------------------------
Anne L. Raymond
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting and financial officer)
John P. Klumph
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact

II-9
12

SIGNATURES

WYNDHAM HOTELS & RESORTS (ARUBA) N.V.

By: /s/ JAMES D. CARREKER*
----------------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

/s/ JAMES D. CARREKER* President and Managing Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND* Vice President
- --------------------------------------------- (principal financial officer and Authorized
Anne L. Raymond United States Representative)
/s/ JOHN P. KLUMPH* Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph
/s/ HARLAN R. CROW* Managing Director
- ---------------------------------------------
Harlan R. Crow
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact

II-10
13

SIGNATURES

XERXES LIMITED

By: /s/ JAMES D. CARREKER
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

POWER OF ATTORNEY

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carla S. Moreland and Stanley M. Koonce,
and each of them, such individual's true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for such individual
and in his or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and any registration statement related to the offering contemplated by
this registration statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission and any State or regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full-power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

NAME TITLE
- --------------------------------------------- ----------------------------------------------

/s/ JAMES D. CARREKER President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND Vice President and Director
- --------------------------------------------- (principal financial officer and Authorized
Anne L. Raymond United States Representative)
/s/ JOHN P. KLUMPH Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph

II-11
14

SIGNATURES

WHC VININGS CORPORATION

By: /s/ JAMES D. CARREKER
----------------------------------
Name: James D. Carreker
Title: President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on June 19, 1996.

POWER OF ATTORNEY

NAME TITLE
- --------------------------------------------- ----------------------------------------------

/s/ JAMES D. CARREKER President and Director
- --------------------------------------------- (principal executive officer)
James D. Carreker
/s/ ANNE L. RAYMOND Vice President and Director
- --------------------------------------------- (principal financial officer)
Anne L. Raymond
/s/ JOHN P. KLUMPH Treasurer
- --------------------------------------------- (principal accounting officer)
John P. Klumph

II-12
15

INDEX TO EXHIBITS

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------

1.1 -- Underwriting Agreement.
**2.1 -- Formation Agreement dated as of March 10, 1996 among the Company and
the parties identified on the signature page thereof.
**2.2 -- Transfer Agreement among Wyndham Hotel Corporation, Bank of Nova
Scotia, Bank of Nova Scotia (Jamaica) and Caribbean Hotel Management
Company.
**3.1 -- Amended and Restated Certificate of Incorporation of the Company.
+3.1(a) -- Certificate of Incorporation of Wyndham Management Corporation.
+3.1(b) -- Certificate of Incorporation of GHALP Corporation.
+3.1(c) -- Certificate of Incorporation of Wyndham IP Corporation.
+3.1(d) -- Articles of Incorporation of WH Interest, Inc.
+3.1(e) -- Certificate of Limited Partnership of Rose Hall Associates Limited
Partnership.
+3.1(f) -- Certificate of Incorporation of WHC Caribbean Limited.
+3.1(g) -- Certificate of Incorporation of Waterfront Management Corporation.
+3.1(h) -- Certificate of Incorporation of WHCMB, Inc.
+3.1(i) -- Translation of Articles of Incorporation of Wyndham Hotels & Resorts
(Aruba) N.V.
**3.2 -- Amended and Restated Bylaws of the Company.
+3.2(a) -- Bylaws of Wyndham Management Corporation.
+3.2(b) -- Bylaws of GHALP Corporation.
+3.2(c) -- Bylaws of Wyndham IP Corporation.
+3.2(d) -- Bylaws of WH Interest, Inc.
+3.2(e) -- Amended and Restated Agreement of Limited Partnership of Rose Hall
Associates Limited Partnership.
+3.2(f) -- Memorandum of Association of WHC Caribbean Limited.
+3.2(g) -- Bylaws of Waterfront Management Corporation.
+3.2(h) -- Bylaws of WHCMB, Inc.
+3.2(i) -- Certificate of Incorporation of WHC Vinings Corporation.
+3.2(j) -- Bylaws of WHC Vinings Corporation.
+3.2(k) -- Certificate of Incorporation of Xerxes Limited.
+3.2(l) -- Articles of Association of Xerxes Limited.
+4.1 -- Form of Indenture relating to the Notes. (Incorporated by reference
to Exhibit No. 10.10 in the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214), as amended, filed with the Securities and
Exchange Commission on May 1, 1996).

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------

+4.2 -- Form of Note.
+5.1 -- Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
**10.1(a) -- Management Agreement dated as of May 10, 1995, by and between Anatole
Hotel Investors, L.P. and Wyndham Hotel Company Ltd.
**10.1(b) -- Form of Management Agreement dated as of September 27, 1994 by and
between Bedrock Annapolis Investment Partners Level I, L.P. and
Wyndham Hotel Company Ltd. (together with attachment).
**10.1(c) -- Management Agreement dated as of March 10, 1988, by and between
Franklin Plaza Associates and Wyndham Hotel Company, as amended by
First Amendment dated November 17, 1993.
**10.1(d) -- Service Agreement dated as of November 17, 1993, by and between
Franklin Plaza Realty Limited Partnership and Wyndham Hotel Company
Ltd.
**10.1(e) -- Management Agreement dated as of December 1, 1984, by and between
Houston Greenspoint Hotel Associates and Wyndham Hotel Company.
**10.1(f) -- Management Agreement dated as of December 4, 1991, by and between
Itasca Hotel Company and Wyndham Hotel Company Ltd., as amended by
Amendment dated March 19, 1996.
**10.1(g) -- Management Agreement dated as of June 30, 1994 by and between
Waterfront Hotel Associates, S.E. and Old San Juan Management, Ltd.
S.E.
**10.1(h) -- Management Agreement dated as of May 26, 1995 by and between
Convention Center Boulevard Hotel, Limited and Wyndham Hotel Company
Ltd.
**10.1(i) -- Management Agreement dated as of August 25, 1993 by and between
Playhouse Square Hotel Limited Partnership and Wyndham Hotel Company
Ltd.
**10.1(j) -- Management Agreement dated as of March 1, 1986 by and between CLC
Partnership and Wyndham Hotel Company, as amended by First Amendment
dated June 30, 1988.
**10.1(k) -- Management Agreement dated as of December 22, 1987 and Badger XVI
Limited Partnership, Crow Division Partners and Wyndham Hotel
Company, as amended by First Amendment dated February 26, 1988.
**10.1(l) -- Management Agreement dated as of November 20, 1987 by and between
Hotel and Convention Center Partners I, Ltd. and Wyndham Hotel
Corporation II, Inc., as amended by Amendment dated November 1, 1993.
10.1(m) -- [Intentionally Omitted].
**10.2 -- Investment Agreement dated as of May 2, 1994, among The Hampstead
Group, Inc., Wyndham Hotel Company Ltd., The Partners in Wyndham
Hotel Company Ltd., and Crow Family Partnership, L.P., as amended.
**10.3(a) -- Agreement to Lease by and between Hospitality Properties Trust and
Garden Hotel Associates II Limited Partnership dated as of April 1,
1996.
**10.3(b) -- Lease Agreement dated as of March 1, 1988, by and between Lincoln
Island Associates No. 1, Limited and WH Limited Partnership.

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------

**10.3(c) -- Lease Agreement dated December 19, 1989 by and between Rose Hall
Hotel Limited and Rose Hall Associates Limited Partnership.
**10.3(d) -- Sublease Agreement dated as of November 17, 1989, by and between
Copley-Commerce-Telegraph #1 Associates, as assignee of
Crow-Staley-Commerce #1 Limited Partnership and Commerce Hotel
Partners Ltd.
**10.3(e) -- Ground Lease dated as of March 26, 1987, by and between Fred C.
Boysen, Dorothy Boysen, Ted Boysen and Rose Boysen and Garden Hotel
Associates Limited Partnership, as assignee of Ramada Hotel Operating
Company as amended by First Amendment dated as of May 7, 1990.
**10.3(f) -- Lease Agreement dated as of November 26, 1990, between Tower 2001
Limited Partnership and Wyndham Hotel Company Ltd, as amended by
Letter Agreement dated March 9, 1994 and Letter Agreement dated March
22, 1995, and as amended by Amendment No. 1 dated as of November 30,
1995.
**10.3(g) -- Lease Agreement dated as of January 1992, by and between 475 Park
Avenue South Co., and Wyndham Hotel Company Ltd., as amended by
Amendment of Lease dated January 30, 1995.
**10.3(h) -- Sublease dated as of May 31, 1995, between Banc One Mortgage
Corporation and Wyndham Hotels & Resorts.
**10.3(i) -- Lease Agreement dated as of May 16, 1994, by and between Wirtz Realty
Corporation, as agent for 333 Building Corporation and Wyndham Hotel
Company Ltd.
**10.3(j) -- Lease Agreement dated as of May 18, 1994 by and between Columbia
Executive Offices, Inc. and The Inn at Semiahmoo a Wyndham Resort.
10.4 -- [Intentionally Omitted]
10.5 -- [Intentionally Omitted]
**10.5(a) -- Form of Asset Management Agreement to be entered into between the
Company and various Crow Family Real Estate Entities.
10.6 -- [Intentionally Omitted]
**10.6(a) -- Form of Service Agreement to be entered into between the Company and
each of ISIS 2000, Wynright Insurance and various affiliated
entities.
10.7 -- [Intentionally Omitted]
10.8 -- [Intentionally Omitted]
10.9 -- [Intentionally Omitted]
**10.10 -- Form of Indenture relating to the % Senior Subordinated Notes due
2006.
**10.11 -- Credit Agreement dated as of June 30, 1995 among Wyndham Hotel
Company, Ltd., Certain Financial Institutions and General Electric
Investment Corporation.
**10.12 -- Exchange Agreement dated as of March 10, 1996, among Wyndham Hotel
Company, Ltd., Wyndham Hotel Corporation, Wynopt Investment
Partnership Level II, L.P., Wynopt Investment Partnership, L.P. and
The Hampstead Group L.L.C. and joined in by Bedrock Hotel Partners,
L.L.C.

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------

**10.13 -- Form of Stockholders' Agreement among Wyndham Hotel Corporation and
the Stockholders listed on the signature pages thereof.
**10.14 -- Form of Registration Rights Agreement among Wyndham Hotel
Corporation, and the parties identified on the signature pages
thereof.
**10.15 -- Form of Indemnification Agreement by and between Wyndham Hotel
Corporation and its directors.
**10.16(a) -- 6% Promissory Note made by James D. Carreker.
**10.16(b) -- 6% Promissory Note made by Leslie V. Bentley.
**10.16(c) -- 6% Promissory Note made by Eric A. Danziger.
**10.16(d) -- 6% Promissory Note made by Anne L. Raymond.
**10.16(e) -- 6% Promissory Note made by Stanley M. Koonce, Jr.
**10.16(f) -- 6% Promissory Note made by Wyndham Employees Ltd.
**10.17 -- Form of Waiver and Contribution Agreement.
**10.18(a) -- Form of Capital Contribution Notes dated as of December 22, 1995 by
and between WHC-LG Hotel Partners L.P. and the Company.
**10.18(b) -- Form of Capital Contribution Notes dated as of October 2, 1995 by and
between Pleasanton Hotel Partners, L.P. and the Company.
**10.18(c) -- Form of Capital Contribution Notes dated as of May 26, 1995 by and
between New Orleans Hotel I, L.P. and the Company.
**10.19(a) -- Wyndham Employees Savings & Retirement Plan.
**10.19(b) -- Wyndham Hotel Corporation 1996 Long Term Incentive Plan, as revised.
**10.19(c) -- Non-Employee Directors' Retainer Stock Plan, as revised.
**10.20 -- Agreement and Conveyance dated as of December 31, 1988 by and between
Caribbean Hotel Management Company and Wyndham Hotel Company Ltd.
**10.21 -- Option Agreement dated as of May 2, 1994 between Ross Investment
Partners 2, L.P. and Wyndham Hotel Company Ltd., and The Partners in
Wyndham Hotel Company Ltd.
**10.22 -- Operating Deficit Guaranty and Reserves Agreement dated as of August
25, 1993 by and among Playhouse Square Hotel Limited Partnership,
Society National Bank and the Lenders.
**10.23 -- Letter Agreement dated as of May 9, 1996 by and between WHC LAX
Associates and the Company.
**10.24 -- Letter Agreement dated as of April 29, 1996 by and between Certain
Financial Institutions, General Electric Investment Corporation and
the Company.
**10.25 -- Registration Rights Agreement dated as of April 29, 1996 between the
Company and General Electric Investment Corporation.
**10.26 -- Form of Promissory Note dated April 15, 1995 between the Company and
WFLP.
**10.27 -- Letter of Intent from Patriot American Hospitality, Inc., dated April
10, 1996.

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER ITEM PAGE
- ----------------------------------------------------------------------------------------------

**10.28 -- Form of Computerized Reservation Service Agreement between ISIS 2000
and the Company.
**10.29 -- Form of Indemnification Agreement by and between Certain Officers,
Directors and Stockholders of Certain Liquor Corporations and Wyndham
Hotel Company Ltd.
**10.30 -- Form of Senior Secured Revolving Credit Agreement among Wyndham Hotel
Corporation, The Lenders Party Thereto and Bankers Trust Company.
10.31 -- Sale and Purchase Agreement between Overlook Vinings Inn and
Conference Center Associates, Ltd. and the Company dated March 5,
1996.
+12.1 -- Computation of Ratio of Earnings to Fixed Charges.
+12.2 -- Pro Forma Computations of Earnings to Fixed Charges.
**21.1 -- List of subsidiaries of the Company, as revised.
+23.1 -- Consents of Coopers & Lybrand L.L.P.
+23.2 -- Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit 5.1).
+23.3 -- Form of letter by Harlan R. Crow.
**24.1 -- Powers of Attorney.
25 -- Statement of Eligibility of Trustee.
**27.1 -- Financial Data Schedule.

- ---------------

** Incorporated by reference to the corresponding exhibit number in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214), as amended,
filed with the Securities and Exchange Commission.

+ Filed Previously.