1
                                                                  EXHIBIT 10.1



                               AMENDMENT NO. 1 TO
                            STOCK PURCHASE AGREEMENT

         THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT  (the "Amendment") is
made and entered as of this     th day of August, 1996, by and between PROMUS
HOTELS, INC. ("Promus"), a Delaware corporation, and WINSTON HOTELS, INC. (the
"Company"), a North Carolina corporation.

                                    RECITALS

         WHEREAS, the Company and Promus entered into a Stock Purchase
Agreement dated April 24th, 1996 (the "Stock Purchase Agreement").

         WHEREAS, the Company and Promus now desire to amend certain parts of
the Stock Purchase Agreement.

         WHEREAS,  all capitalized terms used but not otherwise defined herein
shall have the meaning assigned to such terms in the Stock Purchase Agreement.

         NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:

1.       DEFINITION OF DEVELOPMENT HOTEL

         The definition of "Development Hotels" set forth in the Recitals
section of the Stock Purchase Agreement is hereby restated in the singular and
is amended for purposes of both the Stock Purchase Agreement and the Amendment
such that "Development Hotel" shall mean the Homewood Suites Hotel currently
under construction in Richmond, Virginia.

2.       AMENDMENT OF PARAGRAPH 1(A)(I)(A) OF THE STOCK PURCHASE AGREEMENT

         Paragraph 1(a)(i)(a) of the Stock Purchase Agreement shall be deleted
in its entirety and the following provision shall be inserted in lieu thereof:

                 (a) One Million Five Hundred Thousand Dollars ($1,500,000), at
the per share Purchase Price determined in accordance with Section 2 below, on
the date on which the Partnership acquires the Developed Hotel, and

   2

3.       AMENDMENT OF PARAGRAPH 1(A)(I)(B) OF THE STOCK PURCHASE AGREEMENT

         Paragraph 1(a)(i)(b) of the Stock Purchase Agreement shall be deleted
in its entirety and the following provision shall be inserted in lieu thereof:

                 (b) the product of Fifteen Thousand Dollars ($15,000) and the
number of guest rooms in the Development Hotel or an Additional Hotel, at the
per share Purchase Price determined in accordance with Section 2 below, on the
date on which the Partnership acquires the Development Hotel or Additional
Hotel.

4.       AMENDMENT OF PARAGRAPH 1(C) OF THE STOCK PURCHASE AGREEMENT

         Paragraph 1(c) of the Stock Purchase Agreement shall be deleted in its
entirety and the following provision shall be inserted in lieu thereof:

(c)      AGGREGATE SUBSCRIPTION LIMIT.  Promus' agreement herein to purchase
Common Stock shall not exceed at any time the amount (the "Aggregate
Subscription Limit") equal to the lesser of (i) Fifteen Million Dollars
($15,000,000) or (ii) the sum of One Million Five Hundred Thousand Dollars
($1,500,000) and the aggregate Closed Hotel Amount.  The "Closed Hotel Amount"
shall equal the product of (A) Fifteen Thousand Dollars ($15,000) and (B) the
number of guest rooms in the Development Hotel or Additional Hotel purchased by
the Partnership pursuant to the Acquisition Documents or any documents executed
subsequently by the parties pursuant to the Acquisition Documents regarding the
Partnership's acquisition of Additional Hotels.

5.       AMENDMENT OF PARAGRAPH 2 OF THE STOCK PURCHASE AGREEMENT

         Paragraph 2 of the Stock Purchase Agreement shall be deleted in its
entirety and the following provision shall be inserted in lieu thereof:

2.       PURCHASE PRICE.  The number of shares of Common Stock received by
Promus at each closing of its purchase of Common Stock hereunder shall be equal
to the gross purchase price paid by Promus at such closing divided by, (i) with
respect to up to 681,818 shares of Common Stock acquired within six months
after the Public Offering, $11.00 per share of Common Stock, and, (ii) with
respect to all other Common Stock, an amount equal to the Market Price of a
share of Common Stock on the date of acquisition.  For purposes of this
Agreement, "Market Price" shall mean, for any date, the average of the high and
low sales prices of the Company's Common Stock as quoted on the Nasdaq Stock
Market for the 10 consecutive business days ending on the second business day
preceding such date.





                                       2
   3

6.       Except as expressly amended hereby, all terms and conditions of this
Agreement shall continue to be in full force and effect.

7.       This Amendment shall be governed by, and interpreted in accordance
with the laws of the State of North Carolina.


IN WITNESS WHEREOF, the parties hereto have executed this Amendment on and as
of the date first above written.

PROMUS HOTELS, INC.,
a Delaware corporation

By:
Name:
Title:



WINSTON HOTELS, INC.,
a North Carolina corporation

By:
Name:
Title:





                                       3