Agreement Relating To

Winn Limited Partnership

by Winston Hotels
December 11th, 1997
                                               EXHIBIT 10.1


                    WINN LIMITED PARTNERSHIP
                  2209 Century Drive, Suite 300
                  Raleigh, North Carolina 27612
                                


                       November 17, 1997
                                
                                


CapStar Management Company, L.P.
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
Attention:  Mr. Paul W. Whetsell

CapStar Winston Company, L.L.C.
1010 Wisconsin Avenue, N.W.
Washington, D.C. 20007
Attention:  Mr. Paul W. Whetsell

     Re:  Additional Hotel Lease Agreements and
          Agreement Relating to Planned Hotels

Gentlemen:

     In connection with the Agreement dated as of the 29th day of
October, 1997, by and among CapStar Management Company, L.P.
("CapStar"), CapStar  Hotel Company ("CapStar  Corp."), Winston
Hospitality, Inc. ("Winston") and Robert W. Winston, III and John
B.  Harris, Jr., (collectively, the "Shareholders"), this letter
sets forth the terms upon which WINN Limited Partnership (the
"Partnership"), Winston Hotels, Inc. (the  "REIT") and CapStar
Winston  Company, L.L.C. (the "Subsidiary") agree to enter into
hotel leases pursuant to which Subsidiary shall lease from the
Partnership certain hotels currently under construction and an
agreement to enter into hotel leases with respect to the leasing
of hotels planned for development, provided that neither the REIT
nor the Partnership has given notice of any event of default
which remains in effect under any of the existing hotel leases
between the Subsidiary and the REIT or the Partnership.

      1.    Additional  Hotel Lease Agreements.  The Partnership
agrees to lease to the Subsidiary the following three (3) hotel
properties:  (i) Richmond, Virginia, Homewood Suites Hotel (123
rooms);  (ii)  Alpharetta, Georgia, Homewood Suites Hotel (112
rooms); and (iii) Raleigh, North Carolina, Homewood Suites Hotel
(136  rooms)  (the  "Additional Hotels").  The Additional Hotels
will be leased pursuant to a form of lease agreement
substantially in the form of the existing leases between the
Partnership and Winston modified by a Master Lease Amendment in
the form attached hereto as Appendix 1 with the economic terms of
such leases structured to 


CapStar Management Company, L.P.
CapStar Winston Company, L.L.C.
November 17, 1997
Page 2

generate the desired FFO yield to the REIT and a lessee gross 
operating profit (defined as total revenue less all lease 
payments due the Partnership and all property operating costs 
except property taxes, except fire and casualty insurance, and
except furniture, fixtures and equipment reserve) for the
Subsidiary as lessee of not less than (i) 2.9% of gross room 
revenue for the Richmond, Virginia, Homewood Suites Hotel;
(ii) 5.1% of the gross room revenue of the  Alpharetta, Georgia,
Homewood Suites Hotel; and (iii) 4.8% of the gross  room revenue 
for the Raleigh, North Carolina, Homewood Suites  Hotel, based 
upon the REIT's operating projections for the respective
Additional Hotels for the first year of operations as previously
provided to CapStar, a copy of which is attached hereto as
Appendix 2.


      2.   Agreement Relating to Planned Hotels.  The Partnership
agrees  to  lease  the following five hotel  properties  to the
Subsidiary:  (i) Lake Mary, Florida, Homewood Suites  Hotel  (112
rooms);  (ii) Durham, North Carolina, Homewood Suites  Hotel  (96
rooms);  (iii) Winston-Salem, North Carolina, Marriott  Courtyard
(122 rooms); (iv) the proposed Ponte Vedra, Florida, Hampton  Inn
(estimated  120 rooms); and (v) the proposed Chapel  Hill,  North
Carolina,  Hilton Garden Inn (estimated 150 rooms) (the  "Planned
Hotels").  The Planned Hotels will be leased pursuant to  a  form
of  lease  which is substantially the same as the existing  lease
between  the  Partnership and Winston modified by a Master  Lease
Amendment attached hereto as Appendix 1.  The agreement to  lease
the  Ponte Vedra, Florida, Hampton Inn and the Chapel Hill, North
Carolina, Hilton Garden Inn is subject to the development of such
hotels being undertaken and completed.

     The   lease  payments  for  the  Planned  Hotels  would   be
established in terms of revenue break points and rent percentages
to  leave  the Subsidiary as lessee with a lessee gross operating
profit (defined as total revenue less all lease payments due  the
Partnership  and  all property operating costs,  except  property
taxes,  except fire and casualty insurance, and except furniture,
fixtures  and equipment reserve) of approximately 4.0%  of  total
revenues  and the REIT with its desired FFO yield, all  of  which
will  be based upon the pro-forma operating budget as agreed upon
by  the REIT and CapStar coupled with the REIT's estimated  costs
of  the respective development projects.  If CapStar and the REIT
cannot agree as to the rent structure then prior to entering into
a lease for one or more of the Planned Hotels with a third party,
the  REIT  will  give notice of the third party  lease  terms  to
CapStar.   CapStar  will have a right of first refusal  for  five
days  after receipt of such notice to accept such terms and enter
into such lease.

      3.    This letter agreement shall be construed and enforced
in accordance with and governed by the laws of the State of North
Carolina.


CapStar Management Company, L.P.
CapStar Winston Company, L.L.C.
November 17, 1997
Page 3



      Please indicate your acceptance to the terms of this letter
agreement by signing and returning the enclosed duplicate copy to
WINN  Limited Partnership, marked to the attention of Mr.  Robert
W. Winston, III.

                              Very truly yours,

                              WINN LIMITED PARTNERSHIP

                              By:  WINSTON HOTELS, INC.,
                                   General Partner

                              By:  /s/ Robert W. Winston, III
                                 -------------------------------

                                 Name:  Robert W. Winston, III
                                        ------------------------
                                 Title: President
                                        ------------------------


ACCEPTED AND AGREED

CAPSTAR MANAGEMENT COMPANY, L.P.

By:  CAPSTAR HOTEL COMPANY
     as General Partner of CapStar Management Company, L.P.

     By: /s/ William Driscall
        --------------------------

        Name: William Driscall
             ---------------------
        Title: Vice President
              --------------------


CAPSTAR WINSTON COMPANY, L.L.C.,
a Delaware limited liability company

By:  CAPSTAR MANAGEMENT COMPANY, L.P.
     as Managing Member of CapStar Winston Company, L.L.C.

     By:  CAPSTAR HOTEL COMPANY
          as General Partner of CapStar Management Company, L.P.

          By: /s/ William Driscall
             --------------------------

             Name: William Driscall
                  ---------------------
             Title: Vice President
                   --------------------