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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997

Commission file number 0-23732

WINSTON HOTELS, INC.
(Exact name of registrant as specified in its charter)

NORTH CAROLINA 56-1624289
(State of incorporation) (I.R.S. Employer
Identification Number)

2209 CENTURY DRIVE, SUITE 300
RALEIGH, NORTH CAROLINA 27612
(Address of principal executive offices) (Zip Code)

(919) 510-6010
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value per share
Preferred Stock, $0.01 par value per share
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X} No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulations S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [X]

The aggregate market value of the registrant's Common Stock at March 18,
1998, held by those persons deemed by the registrant to be non-affiliates was
approximately $205,762,000.

As of March 18, 1998, there were 16,194,480 shares of the registrant's
Common Stock, $0.01 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Document Where Incorporated
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1. Proxy Statement for Annual Meeting of Part III
Shareholders to be held on May 5, 1998

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) FINANCIAL STATEMENTS AND SCHEDULES. The financial statements and schedules
listed below are included in this report.

Financial Statements and Schedules Form 10-K Page
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WINSTON HOTELS, INC.:

Report of Independent Accountants 34
Consolidated Balance Sheets as of December 31, 1997 and 1996 35
Consolidated Statements of Income for the years ended December 31, 1997, 1996 and 1995 36
Consolidated Statements of Shareholders' Equity for the years ended December 31,
1997, 1996 and 1995 37
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995 38
Notes to Consolidated Financial Statements 39
Schedule III - Real Estate and Accumulated Depreciation as of December 31, 1997 46
Notes to Schedule III 48

WINSTON HOSPITALITY, INC.:

Report of Independent Accountants 49
Balance Sheets as of October 31, 1997 and December 31, 1996 50
Statements of Income for the ten-month periods ended October 31, 1997 and 1996 (unaudited)
and the years ended December 31, 1996 and 1995 51
Statements of Shareholders' Equity for the period ended October 31, 1997 and
the years ended December 31, 1996 and 1995 52
Statements of Cash Flows for the ten-month periods ended October 31, 1997 and 1996 (unaudited)
and the years ended December 31, 1996 and 1995 53
Notes to Financial Statements 54

CAPSTAR WINSTON COMPANY, L.L.C.:

Report of Independent Accountants 56
Balance Sheet as of December 31, 1997 57
Statement of Operations for the period October 15, 1997 (date of inception) through
December 31, 1997 58
Statement of Member's Capital for the period October 15, 1997 (date of inception)
through December 31, 1997 59
Statement of Cash Flows for the period October 15, 1997 (date of inception) through
December 31, 1997 60
Notes to Financial Statements 61

(b) REPORTS ON FORM 8-K. One report on Form 8-K was filed during the fourth
quarter of 1997: On December 10, 1997, the Company filed a report on Form
8-K that disclosed effective November 17, 1997 and November 24, 1997, the
Company entered into and consummated agreements with CapStar and certain
CapStar affiliates providing for, among other things, the amendment of the
Current Hotels' leases and the future leases of eight of the Company's
hotels which are currently in various stages of planning and development to
CapStar Winston Company, L.L.C., a subsidiary of CapStar. The report also
disclosed that CapStar agreed to guarantee the obligations of the new
lessee up to $20 million, that the shareholders of Winston Hospitality,
Inc., the former lessee, agreed to make certain investments in the Company,
and that the Company, the Partnership and Wachovia Bank, N.A., as
Administrative Agent, amended the Credit Agreement dated October 29, 1996.

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(c) EXHIBITS. The exhibits required by Item 601 of Regulation S-K are listed
below. Management contracts or compensatory plans are filed as Exhibits
10.8, 10.41 and 10.57.

Exhibit Description
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3.1(1) Amended and Restated Articles of Incorporation

3.2(2) Articles of Amendment to the Amended and Restated Articles of
Incorporation effective June 14, 1995

3.3(12) Articles of Amendment to the Amended and Restated Articles of
Incorporation effective September 10, 1997

3.4(1) Amended and Restated Bylaws

4.1(1) Specimen certificate for Common Stock, $0.01 par value per share

4.2(10) Form of Stock Certificate for 9.25% Series A Cumulative Preferred
Stock

4.3(12) Amended and Restated Articles of Incorporation as amended (see
Exhibits 3.1, 3.2 and 3.3)

4.4 Amended and Restated Bylaws (see Exhibit 3.4)

10.1(1) First Amended and Restated Agreement of Limited Partnership of WINN
Limited Partnership

10.2(8) Second Amended and Restated Agreement of Limited Partnership of
WINN Limited Partnership

10.3(10) Amendment No. 1 dated September 11, 1997 to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership

10.4(12) Amendment No. 2 dated December 31, 1997 to Second Amended and
Restated Agreement of Limited Partnership of WINN Limited
Partnership

10.5(3) Form of Percentage Leases

10.6(11) First Amendment to Lease dated November 17, 1997 between WINN
Limited Partnership and CapStar Winston Company, L.L.C.

10.7(11) First Amendment to Lease dated November 24, 1997 between WINN
Limited Partnership and CapStar Winston Company, L.L.C.

10.8(1) Winston Hotels, Inc. Directors' Stock Incentive Plan

10.9(3) Management Agreement between Winston Hospitality, Inc. and
Interstate Management & Investment Corp. for the Hampton Inn
Raleigh, North Carolina

10.10(3) Management Agreement between Winston Hospitality, Inc. and
Interstate Management & Investment Corp. for the Hampton Inn Hilton
Head, South Carolina

10.11(3) Management Agreement between Winston Hospitality, Inc. and
Interstate Management & Investment Corp. for the Hampton Inn
Chester (Richmond), Virginia

10.12(3) Management Agreement between Winston Hospitality, Inc. and
Interstate Management & Investment Corp. for the Comfort Inn
Fayetteville, North Carolina

10.13(3) Management Agreement between Winston Hospitality, Inc. and
Interstate Management & Investment Corp. for the Comfort
Inn-Durham/Chapel Hill, North Carolina

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10.14(3) Management Agreement between Winston Hospitality, Inc. and
Interstate Management & Investment Corp. for the Comfort
Inn-Charleston, South Carolina

10.15(3) Management Agreement between Winston Hospitality, Inc. and
Interstate Management & Investment Corp. for the Comfort Inn
Chester (Richmond), Virginia

10.16(3) Management Agreement between Winston Hospitality, Inc. and
Interstate Management & Investment Corp. for the Comfort Inn
Augusta, Georgia

10.17(3) Management Agreement between Winston Hospitality, Inc. and
Interstate Management & Investment Corp. for the Quality Suites
Charleston, South Carolina

10.18(3) Limitation of Future Hotel Ownership and Development Agreement

10.19(4) Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
Inc. and WINN Limited Partnership for the Hampton Inn-Raleigh,
North Carolina

10.20(4) Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
Inc. and WINN Limited Partnership for the Comfort Inn-Charleston,
South Carolina

10.21(4) Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
Inc. and WINN Limited Partnership for the Comfort
Inn-Clearwater/St. Petersburg, Florida

10.22(4) Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
Inc. and WINN Limited Partnership for the Comfort Inn-Augusta,
Georgia

10.23(4) Percentage Lease among Winston Hospitality, Inc., Winston Hotels,
Inc. and WINN Limited Partnership for the Quality
Suites-Charleston, South Carolina

10.24(5) Memorandum of Understanding, dated March 15, 1996, among Winston
Hotels, Inc., Winston Hospitality, Inc. and Promus Hotels, Inc.

10.25(5) Stock Purchase Agreement, dated April 24, 1996, between Promus
Hotels, Inc. and Winston Hotels, Inc.

10.26(5) Agreement of Purchase and Sale, dated April 24, 1996, between WINN
Limited Partnership and Promus Hotels, Inc. relating to three hotel
properties being developed by Promus Hotels, Inc.

10.27(5) Agreement of Purchase and Sale, dated April 24, 1996, relating to a
hotel property located in Clear Lake, Texas.

10.28(5) Option to Purchase Additional Hotels, dated April 24, 1996, between
WINN Limited Partnership and Promus Hotels, Inc.

10.29(5) Agreement of Purchase and Sale, dated February 1, 1996, among WINN
Limited Partnership, Dallas Lodging Associates, Inc., A.B. Lodging
Associates, Inc., London Lodging Associates and Duncanville Lodging
Associates I, Ltd.

10.30(5) Management Agreement, dated April 25, 1996, between Winston
Hospitality, Inc. and Impac Hotel Group, Inc.

10.31(5) Agreement of Purchase and Sale, dated April 24, 1996, between WINN
Limited Partnership and Cary Suites, Inc.

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10.32(5) Agreement of Purchase and Sale, dated April 24, 1996, between WINN
Limited Partnership and RWW, Inc.

10.33(5) Agreement of Purchase and Sale, dated April 24, 1996, between WINN
Limited Partnership and WJS Associates.

10.34(5) Agreement of Purchase and Sale, dated April 24, 1996, between WINN
Limited Partnership and Hotel II, Incorporated.

10.35(5) Sales Contract, dated March 31, 1996, among WINN Limited
Partnership, Louis Bowie and Title Company of North Carolina.

10.36(5) Sales Contract, dated February 9, 1996, among WINN Limited
Partnership, Russell Parman, Ruby Parman and Title Company of North
Carolina.

10.37(6) Amendment No. 1 to Stock Purchase Agreement, dated as of August 7,
1996, by and between Promus Hotels, Inc. and Winston Hotels, Inc.
amending the Stock Purchase Agreement, dated April 24, 1996, by and
between Promus Hotels, Inc. and Winston Hotels, Inc.

10.38(6) Amendment to Agreement of Purchase and Sale, dated as of August 7,
1996, by and between WINN Limited Partnership and Promus Hotels,
Inc., amending the Agreement of Purchase and Sale, dated April 24,
1996, by and between WINN Limited Partnership and Promus Hotels,
Inc. relating to three hotel properties being developed by Promus
Hotels, Inc.

10.39(6) Amendments to Agreement of Purchase and Sale, dated May 21, 1996
and August 7, 1996, by and between WINN Limited Partnership and
Promus Hotels, Inc. amending the Agreement of Purchase and Sale,
dated April 24, 1996, by and between WINN Limited Partnership and
Promus Hotels, Inc., relating to a hotel property being developed
in Clear Lake, Texas.

10.40(6) First Amendment to Option to Purchase Additional Hotels, dated as
of August 7, 1996, by and between Promus Hotels, Inc. and WINN
Limited Partnership, amending the Option to Purchase Additional
Hotels, dated April 24, 1996, by and between WINN Limited
Partnership and Promus Hotels, Inc.

10.41(6) Winston Hotels, Inc. Stock Incentive Plan, as amended and restated
on May 28, 1996.

10.42(7) Credit Agreement, dated as of October 29, 1996, among Winston
Hotels, Inc., WINN Limited Partnership, the banks listed therein,
Wachovia Bank of North Carolina, N.A., as Collateral Agent and
Wachovia Bank of Georgia, N.A., as Administrative Agent (the
"Credit Agreement").

10.43(7) Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
and WINN Limited Partnership to Branch Banking and Trust Company
for the principal sum of $35,000,000 pursuant to the Credit
Agreement.

10.44(7) Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
and WINN Limited Partnership to Nationsbank, N.A. for the principal
sum of $20,000,000 pursuant to the Credit Agreement.

10.45(7) Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
and WINN Limited Partnership to Southtrust Bank of Alabama, N.A.
for the principal sum of $20,000,000 pursuant to the Credit
Agreement.

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10.46(7) Promissory Note, dated October 29, 1996, from Winston Hotels, Inc.
and WINN Limited Partnership to Wachovia Bank of North Carolina,
N.A. for the principal sum of $50,000,000 pursuant to the Credit
Agreement.

10.47(7) Form of Deed of Trust, Assignment of Rents, Security Agreement and
Financing Statement used to secure certain obligations under the
Credit Agreement (not including certain variations existing in the
different states where the properties are located).

10.48(9) Redemption and Registration Rights Agreement, dated as of July 14,
1997 by and among WINN Limited Partnership, Winston Hotels, Inc.,
certain partnerships listed and certain partners or designees
thereof listed therein.

10.49(9) Contribution and Exchange Agreement dated as of June 1997 between
BHI Limited Partnership and W. Spring Limited Partnership, as
Contributor, and WINN Limited Partnership and Winston Hotels, Inc.

10.50(9) Reinstatement of Agreement of Purchase and Sale and Amendment,
dated as of July 22, 1997 between WINN Limited Partnership and Park
Hotel, Limited.

10.51(9) Agreement of Purchase and Sale dated as of March 25, 1997 between
WINN Limited Partnership and Park Hotel, Limited.

10.52(9) Agreement of Purchase and Sale dated as of March 17, 1997 between
WINN Limited Partnership and WHB Hotel Corp., Ltd.

10.53(11) Letter Agreement dated November 17, 1997 between WINN Limited
Partnership and CapStar Winston Company, L.L.C.

10.54(11) Guaranty dated November 17, 1997 between CapStar Hotel Company,
WINN Limited Partnership and Winston Hotels, Inc.

10.55(11) Investment Agreement dated November 17, 1997 between Winston
Hotels, Inc., Robert W. Winston, III and John B. Harris, Jr.

10.56(11) First Amendment to Credit Agreement dated November 17, 1997 between
Winston Hotels, Inc., WINN Limited Partnership, Wachovia Bank,
N.A., Branch Banking and Trust Company, NationsBank, N.A., and
SouthTrust Bank, N.A.

10.57(12) Employment Agreement, dated July 31, 1997, by and between Kenneth
R. Crockett and Winston Hotels, Inc.

23.1(12) Consent of Independent Accountants (Coopers & Lybrand LLP).

23.2 Accountants' Consent (KPMG Peat Marwick, LLP).

24(12) Powers of Attorney.

27.1(12) Financial Data Schedule to the Company's Form 10-K for the year
ended December 31, 1997.

27.2(12) Restated Financial Data Schedule to the Company's Form 10-Q as
filed with the Securities and Exchange Commission on November 14,
1997 due to the change in the earnings per share calculation as a
result of the adoption of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.3(12) Restated Financial Data Schedule to the Company's Form 10-Q as
filed with the Securities and

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Exchange Commission on August 8, 1997, due to the change in the
earnings per share calculation as a result of the adoption of
Statement of Financial Accounting Standards No. 128, "Earnings
Per Share," on December 31, 1997.

27.4(12) Restated Financial Data Schedule to the Company's Form 10-Q as
filed with the Securities and Exchange Commission on May 13,
1997, due to the change in the earnings per share calculation as
a result of the adoption of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.5(12) Restated Financial Data Schedule to the Company's Form 10-K as
filed with the Securities and Exchange Commission on March 27,
1997, due to the change in the earnings per share calculation as
a result of the adoption of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.6(12) Restated Financial Data Schedule to the Company's Form 10-Q as
filed with the Securities and Exchange Commission on November 12,
1996, due to the change in the earnings per share calculation as
a result of the adoption of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.7(12) Restated Financial Data Schedule to the Company's Form 10-Q as
filed with the Securities and Exchange Commission on August 14,
1996, due to the change in the earnings per share calculation as
a result of the adoption of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," on December 31, 1997.

27.8(12) Restated Financial Data Schedule to the Company's Form 10-Q as
filed with the Securities and Exchange Commission on May 14,
1996, due to the change in the earnings per share calculation as
a result of the adoption of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share," on December 31, 1997.

(1) Exhibits to the Company's Registration Statement on Form S-11 as filed
with the Securities and Exchange Commission (Registration No. 33-76602)
effective May 25, 1994 and incorporated herein by reference.

(2) Exhibit to the Company's Quarterly Report on Form 10-Q as filed with the
Securities and Exchange Commission on August 11, 1995 and incorporated
herein by reference.

(3) Exhibits to the Company's Registration Statement on Form S-11 as filed
with the Securities and Exchange Commission (Registration No. 33-91230)
effective May 11, 1995 and incorporated herein by reference.

(4) Exhibits to the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on March 15, 1996 and incorporated
herein by reference.

(5) Exhibits to the Company's Quarterly Report on Form 10-Q as filed with
the Securities and Exchange Commission on May 14, 1996 and incorporated
herein by reference.

(6) Exhibits to the Company's Quarterly Report on Form 10-Q as filed with
the Securities and Exchange Commission on August 14, 1996 and incorporated
herein by reference.

(7) Exhibits to the Company's Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on March 27, 1997 and incorporated
herein by reference.

(8) Exhibit to the Company's report on Form 8-K as filed with the Securities
and Exchange Commission on July 24, 1997 and incorporated herein by
reference.

(9) Exhibits to the Company's Quarterly Report on Form 10-Q as filed with
the Securities and Exchange Commission on August 8, 1997 and incorporated
herein by reference.

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(10) Exhibits to the Company's report on Form 8-K as filed with the
Securities and Exchange Commission on September 15, 1997 and incorporated
herein by reference.

(11) Exhibits to the Company's report on Form 8-K as filed with the
Securities and Exchange Commission on December 10, 1997 and incorporated
herein by reference.

(12) Exhibits to the Company's report on Form 10-K as filed with the Securities
and Exchange Commission on March 27, 1998 and incorporated herein by
reference.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.

WINSTON HOTELS, INC.

By: /s/ Robert W. Winston, III
-------------------------------------
Robert W. Winston, III
Chief Executive Officer and President

Date: April 1, 1998

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INDEX TO EXHIBITS