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                                                                   EXHIBIT 3.1.2



                             ARTICLES OF AMENDMENT
                                       OF
                           FELCOR SUITE HOTELS, INC.


         FelCor Suite Hotels, Inc., a Maryland corporation (the "Corporation"),
         certifies as follows: 

         FIRST: The Corporation desires to amend its Charter as currently in 
         effect.  

         SECOND: Article IX of the Charter of the Corporation is hereby amended
         as set forth below: 



         The following shall be deleted:

                                  ARTICLE IX.
                           Limitation on Indebtedness

         The Corporation may not incur or suffer to exist as of the end of any
         month Indebtedness (as defined below) in an amount in excess of 40% of
         the Corporation's investment in hotel properties, at its cost, after
         giving effect to the Corporation's use of proceeds from any
         Indebtedness. The Corporation's investment in hotel properties shall
         include all investments by the Corporation constituting, evidencing or
         secured by an interest in property, whether tangible or intangible and
         whether real, personal or mixed, that is used or intended for use in,
         or in any manner connected with or relating to, the ownership or
         leasing of hotels.  In determining its cost of such investments, there
         shall be included (1) the amount of all cash paid and the value (as
         determined by the Board of Directors for purposes of such investment)
         of any other property transferred therefor by the Corporation, (2) the
         amount of all Indebtedness and other obligations assumed or incurred
         by the Corporation or to which the Corporation takes subject, and (3)
         the value (as determined by the Board of Directors for the purposes of
         such investment) of all equity securities of which the issuer is an
         entity that is, or upon such investment will be, included within the
         Corporation and which are issued (otherwise than for cash) to, or
         retained by, any person other than the Corporation in connection with
         such investment.  For purposes of the foregoing restriction, (A)
         "Indebtedness" of the Corporation shall mean the consolidated
         liabilities of the Corporation for borrowed money (including all notes
         payable and drafts accepted representing extensions of credit) and all
         obligations evidenced by bonds, debentures, notes or similar
         instruments on which interest charges are customarily paid, including
         obligations under capital leases, and (B) "Corporation" shall mean
         this Corporation and any subsidiary entity consolidated therewith,
         under generally accepted accounting principals.
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                 THIRD: The amendment of the Corporation's Charter set forth in
         these Articles of Amendment was advised by the Board of Directors of
         the Corporation and was approved by the shareholders of the
         Corporation.


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         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed in its name and on its behalf on the 16th day of June,
1997, by its Senior Vice President, who acknowledges that these Articles of
Amendment are the act of the Corporation and certifies that, to the best of his
knowledge, information and belief and under penalties for perjury, all matters
and facts contained in these Articles of Amendment are true in all material
respects.

ATTEST:                                     FELCOR SUITE HOTELS, INC.


    /s/ Thomas L. Wiese                     By: /s/ Lawrence D. Robinson  (SEAL)
- ---------------------------------           -------------------------------
Thomas L. Wiese                                     Lawrence D. Robinson
Assistant Secretary                                 Senior Vice President





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