EXHIBIT 10.1.13

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

This Thirteenth Amendment to Amended and Restated Agreement of Limited
Partnership of FelCor Lodging Limited Partnership is made and entered into
effective as of the close of business on December 31, 1998, by and among FelCor
Lodging Trust Incorporated, a Maryland corporation, as the General Partner
("General Partner"), FelCor Nevada Holdings, L.L.C., a Nevada limited liability
company ("Nevada"), as a Substituted Limited Partner, and all of the 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 General Partner and the existing Limited Partners 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 have formed a Delaware limited partnership under the name of "FelCor
Suites Limited Partnership," which name has been changed to "FelCor Lodging
Limited Partnership" (the "Partnership").

B. The General Partner has assigned to Nevada 5,989,500 Series A
Cumulative Convertible Preferred Units, 56,925 Series B Cumulative Redeemable
Preferred Units and 67,340,397 Class A Units (collectively, the "Partnership
Interests") in the Partnership as a limited partner, and the General Partner
has retained 710,000 Class A Units, 60,500 Series A Cumulative Convertible
Preferred Units and 575 Series B Cumulative Redeemable Preferred Units as a
general partner in the Partnership.

C. The parties hereto desire to amend the Partnership Agreement to
reflect the foregoing and the admission of Nevada as a Substituted Limited
Partner in the Partnership in connection therewith.

A G R E E M E N T S:

NOW, THEREFORE, in consideration of the agreements and obligations of
the parties set forth herein and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

1. Acceptance of Partnership Agreement. Nevada does hereby accept and
agree to be bound by all of the terms and conditions of the Partnership
Agreement, including without limitation, the power of attorney set forth in
Section 1.4 thereof. Each of Nevada and its Assignees hereby constitutes and
appoints the General Partner and the other parties named in Section 1.4, with
full power of substitution, as its true and lawful agent and attorney-in-fact,
with full power and authority in its name, place and stead, to take the actions
set forth in Section 1.4 of the Partnership Agreement, with the same effect as
if Nevada had been one of the original partners to execute the Partnership
Agreement.

2. Admission of Additional Partner. In accordance with the provisions
of Section 11.1 of the Partnership Agreement, Nevada is hereby admitted as a
Substituted Limited Partner of the Partnership entitled to all rights and
benefits of Limited Partners therein as set forth in the Partnership Agreement
with respect to the Partnership Interests acquired by Nevada.

3. Amendment of Exhibit A. Exhibit A to the Partnership Agreement is
hereby amended to read in the form attached hereto to reflect the admission of
Nevada as a Substituted Limited Partner in the Partnership and the transfer of
the Partnership Interests in the Partnership to Nevada.

4. Defined Terms: Effect Upon Partnership Agreement. All initially
capitalized terms used without definition herein shall have the meanings set
forth therefor in the Partnership Agreement. Except as expressly amended
hereby, the Partnership Agreement shall remain in full force and effect and
each of the parties hereto hereby reaffirms the terms and provisions thereof.

(Signatures on following page)

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IN WITNESS WHEREOF, this Thirteenth Amendment to Agreement of Limited
Partnership is executed and entered into as of the date first above written.

GENERAL PARTNER:

FELCOR LODGING TRUST INCORPORATED,
a Maryland corporation

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

SUBSTITUTED LIMITED PARTNER:

FELCOR NEVADA HOLDINGS, L.L.C.,
a Nevada limited liability company

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, acting as
General Partner and as duly authorized
attorney-in-fact

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

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EXHIBIT A

OWNERSHIP OF PARTNERSHIP UNITS AT 12/31/98

GENERAL PARTNER INTEREST:

Owner Class of Units Number of Units
----- -------------- ---------------

FelCor Lodging Trust Incorporated Class A, GP Units 711,245
FelCor Lodging Trust Incorporated Series A Preferred 60,500
FelCor Lodging Trust Incorporated Series B Preferred 575

LIMITED PARTNER INTERESTS:

Owner Class of Units Number of Units
----- -------------- ---------------
FelCor Nevada Holdings, L.L.C Class A, LP Units 67,340,397
FelCor Nevada Holdings, L.L.C Series A Preferred 5,989,500
FelCor Nevada Holdings, L.L.C Series B Preferred 56,925

FelCor, Inc. Class A, LP Units 294,915
Promus Hotels, Inc. Class A, LP Units 1,000,000
RGC Management II Limited Partnership Class A, LP Units 831,681
RGC Management Limited Partnership Class A, LP Units 238,234
RGC, Inc. Class A, LP Units 46,936
RGC II, Inc. Class A, LP Units 213,723
John Urbahns, II Class A, LP Units 81,186
Columbus/Front Ltd. Class A, LP Units 134,360
Schenley Hotel Associates Class A, LP Units 55,556

Norman St. Landau Class B, Series II LP Units 1,245
William B. Pomeroy Class B, Series II LP Units 1,245
Lee M. Frankel Class B, Series II LP Units 623
Henry A. Gallin Class B, Series II LP Units 2,491
Joel W. Salon Class B, Series II LP Units 623
Adam Frankel Class B, Series II LP Units 623
Richard J. Connolly Class B, Series II LP Units 1,245
Linda Feinstein Class B, Series II LP Units 1,245
Robert S. Gray Class B, Series II LP Units 2,491
John T. Lanka Class B, Series II LP Units 1,245
Old Blue & Green Associates Class B, Series II LP Units 2,491
Kenneth R. Ratzan, MD Class B, Series II LP Units 623
Howard Sydney Class B, Series II LP Units 623
Thomas S. Velz Class B, Series II LP Units 1,245
Martin D. & Joan T. Yazmir Class B, Series II LP Units 1,245
Eliot Nisenbaum Class B, Series II LP Units 187
Trust U/W/O William L. Sydney Class B, Series II LP Units 623

LIMITED PARTNER INTERESTS (CONT.):

Owner Class of Units Number of Units
----- -------------- ---------------
>
John F. Richie Class B, Series II LP Units 1,245
C. Leonard Gordon Class B, Series II LP Units 2,491
Gerald Kaminsky Class B, Series II LP Units 1,245
Robert B. Friedman Class B, Series II LP Units 996
Elizabeth Schiff Class B, Series II LP Units 2,491
Robert F. Murray Class B, Series II LP Units 1,245
Ralph F. Laughlin Class B, Series II LP Units 685
Alan E. Steiner Class B, Series II LP Units 1,245
Trustco Bank-Estate of G. Cox Class B, Series II LP Units 2,491
Richard J. Murray, Jr. Class B, Series II LP Units 1,245
James Oestreich Class B, Series II LP Units 1,245
Seymour Bag Class B, Series II LP Units 2,491
Charles J. Bertuch, Jr. Class B, Series II LP Units 2,491
Dr. Judith Ratzan Class B, Series II LP Units 623

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