Exhibit 4.7

                                     SECOND
                      DEED OF TRUST MODIFICATION AGREEMENT


                  SECOND DEED OF TRUST MODIFICATION AGREEMENT (this "Agreement")
made this 22nd day of  December,  1999,  among PROMUS  HOTELS,  INC., a Delaware
corporation,  having  an  office  at  755  Crossover  Lane,  Memphis,  Tennessee
38117-4900  ("Beneficiary"),  APPLE SUITES REIT LIMITED PARTNERSHIP,  a Virginia
limited partnership ("Fee Owner"), APPLE SUITES SERVICES LIMITED PARTNERSHIP,  a
Virginia limited partnership ("Lessee";  together with Fee Owner,  collectively,
"Grantor"),  each of Fee  Owner  and  Lessee  having  an office at 306 East Main
Street,  Richmond,  Virginia  23219,  and DAVID LONG, an  individual,  having an
address at Hoge, Evans, Holmes, Carter & Ledbetter,  PLLC, 4311 Oak Lawn Avenue,
Suite 600, Dallas, Texas 75219 ("Trustee").

                             Preliminary Statement

                  Beneficiary is the beneficiary under, and the lawful owner and
holder of the  obligations  secured  by,  the Fee and  Leasehold  Deed of Trust,
Assignment of Leases and Rents and Security Agreement,  securing the Note Amount
of  $37,560,000,  dated  October 5, 1999,  from Grantor to Trustee,  as trustee,
recorded in the County Clerk's Office in Collin County, Texas on October 6, 1999
in Book 04516 at Page 01103, as amended by Deed of Trust Modification  Agreement
dated November 29, 1999 from Grantor to Trustee,  as trustee,  which has been or
is to be  recorded  in the County  Clerk's  Office in Collin  County,  Texas (as
amended,  the "Deed of Trust").  The Deed of Trust secures a $7,350,000  note of
Apple Suites, Inc.  ("Borrower") dated October 5, 1999 and a $30,210,000 note of
Borrower  dated  November  29, 1999 (said  notes,  collectively,  the

<PAGE>

"Original   Notes"),   which  Original  Notes  evidence   purchase  money  loans
(collectively,  the  "Loans")  in  the  aggregate  amount  of  $37,560,000  from
Beneficiary to Grantor.  Borrower  indirectly owns one hundred percent (100%) of
the  beneficial  interests in Fee Owner.

     Pursuant  to  an  Agreement  of  Sale  dated   November  22,  1999  between
Beneficiary, Hampton Inns, Inc. and Promus Hotels Florida, Inc., as sellers, and
Borrower,  as buyer,  Borrower is on the date hereof to acquire certain premises
described therein and in connection  therewith,  Borrower will borrow $4,384,500
from  Beneficiary and has executed and delivered to Beneficiary its note,  dated
the date hereof, obligating it to pay the sum of $4,384,500 (the "New Note").

     In  consideration  of such  additional  loan by  Beneficiary  to  Borrower,
Beneficiary  and  Grantor  have agreed to modify the Deed of Trust to secure the
New Note and thereby  increase the Note Amount  secured by the Deed of Trust and
in the manner  hereinafter  set  forth,  and  Trustee  has agreed to join in the
execution of this Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  the parties hereto covenant and agree as follows:

     1. The Deed of Trust is modified as  follows:  The term "Note"  shall mean,
collectively,  the Original Notes and the New Note, as the same may hereafter be
amended, modified,  extended,  severed, assigned, renewed or restated, from time
to time and the term "Note Amount" shall mean  $41,944,500.

     2. Grantor  warrants and represents that there are no defenses,  offsets or
counterclaims  with  respect  to its  obligations  under the Deed of  Trust,  as
modified hereby, including,  without limitation,  its obligation for the payment
of the Note.

                                       2
<PAGE>


     3.  Except as  modified  in the manner set forth  above,  the Deed of Trust
shall remain  unmodified and in full force and effect.

     4. This  Agreement  may be executed in any number of  counterparts,  all of
which taken together shall constitute one and the same instrument, and any party
hereto may execute this Agreement by signing any such counterpart.


                  [Remainder of page intentionally left blank.]


                                        3
<PAGE>



                  IN WITNESS WHEREOF,  this Agreement has been duly executed and
delivered by each of the parties hereto as of the date first above written.

                                           PROMUS HOTELS, INC.


                                        By     /s/ Joseph P. Pidkowicz
                                               -----------------------
                                                 Joseph P. Pidkowicz
                                                   Vice President


                                           APPLE SUITES REIT LIMITED
                                           PARTNERSHIP, a Virginia limited
                                           partnership

                                        By:   Apple Suites General, Inc., its
                                              general partner

                                        By      /s/ Glade M. Knight
                                               ----------------------
                                               Name: Glade M. Knight
                                               Title:   President


                                           APPLE SUITES SERVICES LIMITED
                                           PARTNERSHIP, a Virginia limited
                                           partnership

                                        By:   Apple Suites Services General,
                                              Inc., its general partner


                                        By      /s/ Glade M. Knight
                                               ----------------------
                                               Name: Glade M. Knight
                                               Title:   President

                                               /s/ David Long
                                               ----------------------
                                               DAVID LONG, as Trustee


<PAGE>



STATE OF TENNESSEE

COUNTY OF SHELBY


                  THIS INSTRUMENT was acknowledged  before me on the 16th day of
December, 1999, by Joseph P. Pidkowicz, Vice President of Promus Hotels, Inc., a
Delaware corporation.



                                             /s/ Julia A. Hill
                                           ---------------------------------
                                           Notary Public, State of Tennessee

                                           Printed Name: Julia A. Hill

                                           Commission Expires: September 8, 2003


<PAGE>


STATE OF TEXAS

COUNTY OF DALLAS


                  THIS INSTRUMENT was acknowledged  before me on the 20th day of
December,  1999, by Glade M. Knight,  President of Apple Suites General, Inc., a
Virginia   corporation,   as  general  partner  of  Apple  Suites  REIT  Limited
Partnership, on behalf of said Apple Suites General, Inc., as general partner of
Apple Suites REIT Limited Partnership.


                                                /s/ Deanna Jost
                                              ----------------------------------
                                              Notary Public, State of Texas

                                              Printed Name: Deanna Jost

                                              Commission Expires: April 8, 2003



<PAGE>


STATE OF TEXAS

COUNTY OF DALLAS


                  THIS INSTRUMENT was acknowledged  before me on the 20th day of
December,  1999, by Glade M. Knight, President of Apple Suites Services General,
Inc.,  a Virginia  corporation,  as general  partner  of Apple  Suites  Services
Limited Partnership,  on behalf of said Apple Suites Services General,  Inc., as
general partner of Apple Suites Services Limited Partnership.



                                                /s/ Deanna Jost
                                              ----------------------------------
                                              Notary Public, State of Texas

                                              Printed Name: Deanna Jost

                                              Commission Expires: April 8, 2003



<PAGE>


STATE OF TEXAS

COUNTY OF DALLAS

                  THIS INSTRUMENT was acknowledged  before me on the 17th day of
December, 1999, by David Long, an individual.


                                                /s/ Reagan Lee Samuels
                                              ----------------------------------
                                              Notary Public, State of Texas

                                              Printed Name: Reagan Lee Samuels

                                              Commission Expires: March 24, 2001