Exhibit 10.5.1

                     AMENDMENT TO REVOLVING CREDIT AGREEMENT

AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of February 29, 2000 (this
Amendment), between MERISTAR H & R OPERATING COMPANY, L.P. (Borrower) and
MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P. (Lender).

                                    RECITALS

A. Lender and Borrower are parties to that certain Revolving Credit Agreement,
dated as of August 3, 1998 (the Credit Agreement).

B. Borrower is entering into that certain Senior Secured Credit Agreement (the
Senior Loan Agreement), of even date herewith, with Societe General, Southwest
Agency, as arranger and administrative agent, Citibank/Salomon Smith Barney,
syndication agent, Lehman Bothers, Inc. as documentation Agent, and the other
lenders named therein (collectively, the Senior Lenders).

C. Lender is entering into that certain Intercreditor Agreement (the
Intercreditor Agreement), of even date herewith, with the Senior Lenders.

D. Borrower and Lender desire to amend the Credit Agreement in certain respects.

NOW, THEREFORE, Borrower and Lender agree as follows:

1. Section 1.01 of the Credit Agreement is hereby amended by amending the
definitions of Applicable Margin, Commitment, Financial Institution Senior
Indebtedness, Maturity Date, and Senior Indebtedness to read in their entirety
as follows:

Applicable Margin means 6.50%.

Commitment means $50,000,000.

Financial Institution Senior Indebtedness means the Indebtedness evidenced by
the Senior Loan Agreement and any modification, extension, refinancing, or
replacement thereof, provided that the maximum principle amount thereof shall
not exceed $100,000,000.

Maturity Date shall mean the date 91 days after the maturity date of the
Financial Institution Senior Indebtedness, as the same may be extended from time
to time.

Senior Indebtedness shall mean the Financial Institution Senior Indebtedness.

2. Section 2.01 of the Credit Agreement is hereby amended by adding the words
but no more often than once in any calendar month after the word Borrower in the
second line thereof.

3. Section 2.06(b) of the Credit Agreement is hereby amended by (a) changing the
amount of $500,000 to 1,000,000 in the last line thereof and adding at the end
of such section: Notwithstanding the foregoing, Borrower may not make an
optional prepayment more than once in any calendar month. 4. A new Section 2.09
is hereby added to the Credit Agreement to read as follows:

Section 2.09 Unused Commitment Fee. Borrower shall pay to Lender an annual fee
(payable in quarterly installments) for the unused portion (the Unused Portion)
of the Commitment (based on the average daily amount outstanding during each
Fiscal Quarter) in an amount equal to (a) .5%, if the Unused portion is less
than 50% of the Commitment or (b) .375%, if the Unused Portion is equal to or
greater than 50% of the Commitment.

5. Section 6.05 of the Credit Agreement is hereby amended by changing the amount
of $50,000,000 to $25,000,000.

6. Article VII of the Credit Agreement is hereby amended in its entirety to read
as follows:

                               FINANCIAL COVENANTS

So long as any Note or any amount under any Credit Document shall remain unpaid,
or the Lender shall have any Commitment hereunder, unless the Lender shall
otherwise consent in writing, the Borrower agrees to cause the Parent to comply
with the following covenants:

Section 7.01 Senior Interest Coverage Ratio. The Parent shall maintain at the
end of each Rolling Period (a) for the Rolling Periods ending on September 30,
1998 through September 30, 1999 a Senior Interest Coverage Ratio of not less
than 2.5 to 1.0, (b) for the



Rolling Period ending December 31, 1999 through December 31, 2001 a Senior
Interest Coverage Ratio of not less than 2.75 to 1.0 and (c) for each Rolling
Period thereafter a Senior Interest Coverage Ratio of not less than 3.25 to 1.

Section 7.02 Total Interest Coverage Ratio. The Parent shall maintain at the end
of each Rolling Period (a) for the Rolling Periods ending on September 30, 1998
through December 31, 2001, a Total Interest Coverage Ratio of not less than 2.0
to 1.0 and (b) for any Rolling Period thereafter, a Total Interest Coverage
Ratio of not less than 2.5 to 1.0.

Section 7.03 Senior Fixed Charge Ratio. The Parent shall maintain at the end of
each Rolling Period (a) for the Rolling Periods ending on September 30, 1998
through September 30, 1999 a Senior Fixed Charge Ratio of not less than 2.0 to
1.0, (b) for the Rolling Periods ending on December 31, 1999 through December
31, 2001, a Senior Fixed Charge Ratio of not less than 2.5 to 1.0, and (c) for
any Rolling Period thereafter, a Senior Fixed Charge Ratio of not less than 1.5
to 1.0

Section 7.04 Total Fixed Charge Ratio. The Parent shall maintain at the end of
each Rolling Period (a) for the Rolling Periods ending on September 30, 1998 to
September 30, 1999, a Total Fixed Charge Ratio of not less than 1.75 to 1.0, (b)
for the Rolling Periods ending on December 31, 1999 to December 31, 2001, a
Total Fixed Charge Ratio of not less than 2.0 to 1.0, and (c) for any Rolling
Period thereafter, a Total Fixed Charge Ratio of not less than 1.5 to 1.0.

Section 7.05 Senior Indebtedness Leverage Ratio. The Parent shall not on any
date permit the Senior Indebtedness Leverage Ratio to exceed (a) for the Rolling
Periods ending on September 30, 1998 through September 30, 1999, 4.0 to 1.0, (b)
at any time thereafter through December 31, 2001, 3.00 to one and (c) at any
time thereafter, 1.50 to 1.0.

Section 7.06 Leverage Ratio. The Parent shall not on any date permit the
Leverage Ratio to exceed (a) prior to December 31, 1998 5.5 to 1, (b) from
December 31, 1998 to June 30, 1999, 5.0 to 1.0, (c) from July 1, 1999 to
September 30, 1999, 4.5 to 1.0, (d) from December 31, 1999 through December 31,
2001, 4.0 to 1 and (e) thereafter, 3.5 to 1. 7. Section 8.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:

Agreement to Subordinate. The Lender agrees that Indebtedness for Borrowings
under this Agreement represented by the Notes shall be subordinated in right of
payment, to the extent and in the manner provided in the Intercreditor
Agreement, to the prior payment in full of all Financial Institution Senior
Indebtedness. The Lender further agrees that in connection with any replacement
or refinancing of he Financial Institution Senior Indebtedness which is
permitted by this Agreement, it shall enter into a new intercreditor or
subordination agreement on terms substantially similar to the Intercreditor
Agreement.

8. Sections 8.02 through 8.06, inclusive, are hereby deleted from the Credit
Agreement.

9. Section 9.01(j) of the Credit Agreement is hereby amended by deleting clause
(c) thereof.

10. Section 10.02 of the Credit Agreement is hereby amended by changing James C.
Calder to Alex Lombardo.

11. As amended hereby, the Credit Agreement and each Credit Document (as defined
in the Credit Agreement) is ratified and shall remain in full force and effect.

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

                     MERISTAR H & R OPERATING COMPANY, L.P.

                      By: MeriStar Hotels & Resorts, Inc.,
                               its general partner

                                       By:
                                       ---

Name:
                                     Title:

                MERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.

                      By: MeriStar Hospitality Corporation,
                               its general partner

                                       By:
                                       ---

Name:
                                     Title: