1

                                                                EXHIBIT 10.1.12

                              TWELFTH AMENDMENT TO
                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                     OF FELCOR LODGING LIMITED PARTNERSHIP


         This Twelfth Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Lodging Limited Partnership (the "Amendment"), is entered
into as of December ___, 1998, by and between FelCor Lodging Trust
Incorporated, a Maryland corporation, as General Partner, and all other persons
and entities who are or shall in the future become limited partners of this
limited partnership in accordance with the provisions of the Partnership
Agreement (as hereinafter defined).

                                R E C I T A L S:

         A. The parties have previously executed and delivered that certain
Amended and Restated Agreement of Limited Partnership of FelCor Suites Limited
Partnership dated as of July 25, 1994, as previously amended (the "Partnership
Agreement"), pursuant to which they formed a Delaware limited partnership under
the name "FelCor Suites Limited Partnership," which name has been changed to
"FelCor Lodging Limited Partnership" (the "Partnership").

         B. The General Partner desires to amend the Partnership Agreement as
provided herein.

                              A G R E E M E N T S:

         NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the parties hereto hereby agree as follows:

1.       A new subsection (d) shall be added to Section 10.2 and shall read in
         its entirety as follows:

                           "(d) Notwithstanding Subsection 10.2(a) or (b)
                  above, the General Partner may transfer from time to time any
                  or all of its Partnership Interests to one or more
                  wholly-owned subsidiaries of the General Partner, except that
                  the General Partner must retain at all times at least a 1%
                  Partnership Interest as a general partner and the General
                  Partner and one or more wholly-owned subsidiaries of the
                  General Partner must at all times own in the aggregate 20% of
                  all of the Partnership Interests."

2.       The last sentence of Section 4.7 shall be revised to read in its
         entirety as follows:

                           "In the event the General Partner effects a
                  redemption or otherwise acquires any outstanding shares of
                  its capital stock (other than common stock) for which
                  corresponding Partnership Interests were issued to the
                  General Partner (or its wholly-owned subsidiary or
                  subsidiaries) in accordance with Section 4.6(c) hereof, the
                  General Partner shall cause the Partnership to redeem from
                  the General Partner (or its wholly-owned subsidiary or
                  subsidiaries) an equivalent number of such Partnership
                  Interests upon the same terms and conditions as the
                  redemption effected by the General Partner."

   2


3.       Subsection 7.5(e) shall be revised to read in its entirety as follows:

                           "(e) In the event the General Partner shall
                  repurchase or redeem REIT Shares, then the General Partner
                  shall cause the Partnership to purchase from the General
                  Partner or its wholly-owned subsidiary or subsidiaries the
                  same number of Partnership Units on the same terms that the
                  General Partner redeemed such REIT Shares."

4.       The following sentence shall be added to the end of Subsection 4.6(c):

                  "In lieu of contributing the net proceeds directly to the
                  Partnership, the General Partner may contribute the net
                  proceeds to the Partnership indirectly through its
                  wholly-owned subsidiary or subsidiaries, and in that event,
                  the Partnership will issue to such subsidiary or subsidiaries
                  the securities of the Partnership required by clause (i)
                  above."

         IN WITNESS WHEREOF, the General Partner has caused this Amendment to
be duly executed in its respective capacities set forth below as of the date
first set forth above.


                                       GENERAL PARTNER:

                                       FELCOR LODGING TRUST
                                       INCORPORATED, a Maryland corporation
                                       formerly known as FelCor Suite Hotels,
                                       Inc.


                                       By:  /s/ LAWRENCE D. ROBINSON
                                          -------------------------------------
                                          Lawrence D. Robinson, Senior Vice
                                          President


                                       LIMITED PARTNERS (for all the Limited
                                       Partners now and hereafter admitted as
                                       limited partners of the Partnership,
                                       pursuant to the powers of attorney in
                                       favor of the General Partner contained
                                       in Section 1.4 of the Partnership
                                       Agreement):


                                       By:  FELCOR LODGING TRUST INCORPORATED,
                                       a Maryland Corporation, formerly known 
                                       as FelCor Suite Hotels, Inc., acting
                                       as General Partner and as duly authorized
                                       attorney-in-fact


                                       By:  /s/ LAWRENCE D. ROBINSON
                                          -------------------------------------
                                          Lawrence D. Robinson, Senior Vice
                                          President