Exhibit 3.1.1


                              ARTICLES OF AMENDMENT
                                       OF
                  SECOND ARTICLES OF AMENDMENT AND RESTATEMENT
                                       OF
                        MERISTAR HOSPITALITY CORPORATION

          MeriStar Hospitality Corporation, a Maryland corporation, having its
principal office in the State of Maryland (the "Corporation"), hereby certifies
to the State Department of Assessments and Taxation of Maryland that:

          FIRST:    Section I of Article V of the Corporation's Second Articles
of Amendment and Restatement (as amended, the "Charter") is hereby deleted in
its entirety and substituted in lieu thereof with the following section:

SECTION 1: AUTHORIZED SHARES OF STOCK

          Authorized Shares. The total number of shares of stock of all classes
that the Corporation has authority to issue is 200,000,000 shares, consisting of
(a) 100,000,000 shares of common stock, par value $0.01 per share, and (b)
100,000,000 shares of preferred stock, par value $0.01 per share, to be issued
from time to time with such rights, preferences and priorities as the Board of
Directors shall designate; provided that such preferred stock shall not be used
for anti-takeover purposes and shall not have super-majority voting rights.

          SECOND:   These Articles of Amendment of the Charter as herein above
set forth have been duly advised by the Corporation's board of directors and
authorized and approved by the stockholders of the Corporation.

          THIRD:    The information required by subsection (b)(2)(i) of ss.2-607
of the Corporations and Associations Article of the Annotated Code of Maryland
has not been changed by these Articles of Amendment to the Charter.

          FOURTH:   (a)  The total number of shares of stock of all classes
which the Corporation had authority to issue immediately prior to this amendment
was 100,000,000 shares, consisting of 100,000,000 shares of Common Stock, $0.01
par value per share. The aggregate par value of all authorized shares of stock
having par value was $1,000,000.

                    (b)  The total number of shares of all classes of stock
which the Corporation has authority to issue pursuant to the foregoing amendment
of the Charter is 100,000,000 shares of Common Stock, $0.01 par value per share
and 100,000,000 shares of Preferred Stock, $0.01 par value per share. The
aggregate par value of all authorized shares of stock having par value is
$2,000,000.



          IN WITNESS WHEREOF, MeriStar Hospitality Corporation has caused these
Articles of Amendment of the Second Articles of Amendment and Restatement to be
signed in its name and on its behalf by the Chairman of the Board and Chief
Executive Officer and attested to by its Secretary on this _____ day of July,
2000, and its Chairman of the Board and Chief Executive Officer acknowledges
that these Articles of Amendment of the Second Articles of Amendment and
Restatement are the corporate act and deed of the Corporation and, under the
penalties for perjury, that the matters and facts set forth herein are true in
all material respects to the best of his knowledge, information and belief.

ATTEST:                               MERISTAR HOSPITALITY CORPORATION



By:___________________________        By:__________________________________
   John Emery, Secretary                 Paul W. Whetsell, Chairman of the Board
                                          and Chief Executive Officer

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