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EXHIBIT 3.1(d)

ARTICLES OF AMENDMENT TO THE CHARTER
OF RFS HOTEL INVESTORS, INC.

To the Secretary of State of the State of Tennessee:

        Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following amendment to its charter.

1.

The name of the corporation is RFS Hotel Investors, Inc.



2.

Article 3 of the Second Restated Charter of RFS Hotel Investors, Inc., as amended, Principal and Registered Office, is changed from "The address of the Corporation's registered office and its principal office is 850 Ridge Lake Boulevard, Suite 220, Memphis, Shelby County, Tennessee 38119" to "The address of the Corporation's registered office and its principal office is 850 Ridge Lake Boulevard, Suite 300, Memphis, Shelby County, Tennessee 38120."



3.

The amendment does not provide for the exchange, reclassification or cancellation of existing shares.



4.

The amendment was duly adopted by the Board of Directors of RFS Hotel Investors, Inc. on August 1, 2001. Pursuant to Section 48-20-102(3) of the Tennessee Business Corporation Act, shareholder approval is not required for adoption of the amendment.



5.

The amendment is to be effective when these articles are filed by the Secretary of State.

Dated: December 10, 2001

RFS HOTEL INVESTORS, INC.
By:	/s/  KEVIN M. LUEBBERS
Title:	Secretary and Treasurer

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ARTICLES OF AMENDMENT TO THE CHARTER OF RFS HOTEL INVESTORS, INC.