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                                                                Exhibit 10.22



                                   AMENDMENT


            THIS AMENDMENT ("Amendment") to the Amended and Restated Limited
Partnership Agreement of SLT Realty Limited Partnership is made and entered into
this 14th day of May, 1996, by and among Starwood Lodging Trust, a Maryland real
estate investment trust, as the general partner, and the Limited Partners of SLT
Realty Limited Partnership, a Delaware limited partnership ("Realty
Partnership"), which was formed pursuant to the provisions of that certain
Limited Partnership Agreement of the Realty Partnership dated as of December 15,
1994, and amended and restated as of June 29, 1995 ("Realty Partnership
Agreement"). All capitalized terms not defined herein shall have the same
meaning as in the Realty Partnership Agreement.


                                R E C I T A L S

            WHEREAS, the General Partner desires to amend
the Realty Partnership Agreement as set forth in this Amendment; and

            WHEREAS, the Limited Partners have been
informed and do hereby unconditionally consent to such amendments;

            NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


      SECTION 1. Effective as of the date first above written, Section 6.1
(c)(iii) is hereby amended and restated in its entirety as follows:

                           (iii) Allocations Respecting Section 704(c) of the
      Code and Revaluations. Property contributed to the Partnership shall be
      subject to Section 704(c) of the Code and the Regulations thereunder so
      that, notwithstanding paragraph (b) hereof, taxable gain from disposition,
      taxable loss from disposition and tax depreciation with respect to
      Partnership property that is subject to Section 704(c) of the Code and/or
      Section 1.704-1(b)(2)(iv)(f) of the Regulations (collectively "Section
      704(c) Tax Items") shall be allocated on a property by property basis in
      accordance with said Code Section and/or the Regulations thereunder, as
      the case may be. The allocation of Section 704(c) Tax Items shall be made
      pursuant to any reasonable method selected by the General Partner in its
      discretion authorized under Section 1.704-3 of the Regulations.
      Allocations pursuant to this Section 6.l(c)(iii) are solely for purposes
      of federal, state, and local taxes and shall not affect, or in any way be
      taken into account in computing, the Capital Account or share of Net
      Income, Net Loss, other items, or distributions of any holder of Units
      pursuant to any provision of this Agreement.

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      SECTION 2. Effective as of the date above written, Section 11.1 is hereby
amended and restated in its entirety as follows:

                  11.1  Amendments

                        (a) This Agreement may not be amended unless such
      amendment is approved by the General Partner with the Consent of the
      Limited Partners, except as provided below in this Section 11.1.

                        (b) Notwithstanding Section 11.1(a), the General Partner
      shall have the power, without the Consent of the Limited Partners but
      after five (5) Business Days notice to the Limited Partners, to amend this
      Agreement as may be required to facilitate or implement any of the
      following purposes:

                           (1) to add to the obligations of the General Partner
      for the benefit of the Limited Partners;

                           (2) to reflect the admission, substitution,
      termination or withdrawal of Partners after the date hereof in accordance
      with Section 4.1(d) or Article 9 of this Agreement, provided that the
      General Partner shall not be required to give the notice referred to in
      the first paragraph of this subsection (b) in respect of a transfer of
      Partnership Interests or Units upon the exercise of Rights;

                           (3) to set forth the rights, powers, duties and
      preferences of the holders of any additional Partnership Interests issued
      pursuant to Article 4 hereof;

                           (4) to reflect a change that is of an inconsequential
      nature and does not adversely affect the Limited Partners, or to cure any
      ambiguity, correct or supplement any provision in this Agreement not
      inconsistent with law or with other provisions, or make other changes with
      respect to matters arising under this Agreement that will not be
      inconsistent with law or with the provisions of this Agreement;

                           (5) to satisfy any requirements, conditions, or
      guidelines contained in any order, directive, opinion, ruling or
      regulation of a federal or state agency or contained in federal or state
      law;

                           (6) to prevent all or any portion of the assets of
      the Partnership from being deemed pursuant to United States Department of
      Labor Regulation 2510.3-101 or otherwise pursuant to ERISA or the Code to
      be, for any purpose of ERISA or Section 4975 of the Code, assets of any
      Restricted Entity;



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                           (7) to prevent the Partnership from being
      characterized as a "publicly traded partnership" pursuant to Section 7704
      of the Code and Regulations;

                           (8) to enable the General Partner to satisfy the REIT
      Requirements; and

                           (9) to maintain the Partnership's characterization as
      a partnership for tax purposes.

                        (c) Notwithstanding Sections 11.1(a) and (b) hereof,
      except in furtherance of Sections 11.1(b)(7), (8) or (9) hereof, this
      Agreement shall not be amended without the prior written consent of each
      Partner materially adversely affected if such amendment would (i) convert
      a Limited Partner's interest in the Partnership into a general partner's
      interest, (ii) modify the limited liability of a Limited Partner, (iii)
      alter rights of the Partners to receive allocations and distributions
      pursuant to Article 6 or Section 8.2 hereof (except as permitted pursuant
      to Article 4 and Sections 11.1(b)(3) and 11.1(d) hereof), (iv) alter or
      modify the Rights set forth in the Exchange Rights Agreement or the
      Registration Rights Agreement except in compliance therewith, (v) alter
      such Partner's rights to transfer its Partnership Interest; (vi) amend
      Section 7.8, 7.9 or 10.8 hereof or (vii) amend Section 11.1(c) or 11.1(d)
      hereof.

                        (d) Notwithstanding Section 11.1(c) hereof and subject
      to (but not in limitation of) the rights granted to the General Partner
      pursuant to Article 4 and this Article 11, this Agreement may be amended
      to (i) alter the rights of any or all of the Partners to receive
      allocations and distributions pursuant to Article 6 or Section 8.2 hereof
      or (ii) alter the rights of any or all of the Partners to transfer their
      Partnership Interests if such amendment is approved by the prior written
      consent of a majority of each class of Partnership Interest that is
      treated in a uniform or pro rata basis by such amendment.

      SECTION 3. The location of the principal place of business of the
Partnership is hereby changed to 11835 West Olympic Boulevard, Suite 695, Los
Angeles, California 90064. The notice address of the General Partner is hereby
changed to:

                  11835 West Olympic Boulevard, Suite 695
                  Los Angeles, California  90064
                  Attention:  Jeffrey C. Lapin, President
                  Fax:  310/575-9512

      SECTION 4. Except as otherwise provided in this Amendment, each and every
provision of the Realty Partnership Agreement remains in full force and effect.



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      SECTION 5. Each of the parties hereto acknowledge and agree that the name
"Starwood Lodging Trust" is a designation of the General Partner and its
Trustees (as Trustees but not personally) under a Declaration of Trust dated
August 25, 1969, as amended and restated as of June 6, 1988, and as further
amended as of February 1, 1995, and all persons dealing with the General Partner
shall look solely to the General Partner's assets for the enforcement of any
claims against the General Partner, and the Trustees, officers, agents and
security holders of the General Partner assume no personal liability for
obligations entered into on behalf of the General Partner, and their respective
individual assets shall not be subject to the claims of any person relating to
such obligations.


      IN WITNESS WHEREOF, the parties hereto have executed this Amendment or
caused this Amendment to be executed on their behalf as of the date first above
written.


                              GENERAL PARTNER:

                              STARWOOD LODGING TRUST, a Maryland real estate
                              investment trust



                              By: _____________________________________
                              Name:
                              Title:

                              LIMITED PARTNERS:

                              BERL HOLDINGS, L.P.

                              By BERL HOLDINGS I, INC., General Partner


                              By: _____________________________________
                              Name:
                              Title:




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                              STARWOOD-APOLLO HOTEL PARTNERS VIII, L.P.

                              By SAHI, INC., General Partner


                              By:____________________________________
                              Name:
                              Title:


                              STARWOOD-APOLLO HOTEL PARTNERS IX, L.P.

                              By SAHI, INC., General Partner


                              By: ____________________________________
                              Name:
                              Title:


                              STARWOOD-NOMURA HOTEL INVESTORS, L.P.
 
                              By SNHI, INC., General Partner


                              By: ____________________________________
                              Name:
                              Title:




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                        STARWOOD/WICHITA INVESTORS, L.P.

                        By STARWOOD OPPORTUNITY FUND II, L.P.

                                 By STARWOOD CAPITAL GROUP I, L.P., General
                                    Partner

                                    By BSS CAPITAL PARTNERS, L.P., General
                                       Partner

                                       By STERNLICHT HOLDINGS, II, INC.,
                                          General Partner


                                          By: ____________________________
                                          Name:
                                          Title:

                       STARWOOD-HUNTINGTON PARTNERS, L.P.

                       By SRL HOLDINGS, INC., General Partner


                              By:  _______________________________________
                              Name:
                              Title:


                              WOODSTAR PARTNERS I, L.P.

                              By STARWOOD CAPITAL GROUP I, L.P., General
                                 Partner

                                 By BSS CAPITAL PARTNERS, L.P., General
                                    Partner

                                    By STERNLICHT HOLDINGS, II, INC., General
                                       Partner


                                       By:  ______________________________
                                       Name:
                                       Title:



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                      FIREBIRD CONSOLIDATED PARTNERS, L.P.

                      By STARWOOD OPPORTUNITY FUND II, L.P.,
                                 General Partner

                                 By STARWOOD CAPITAL GROUP I, L.P., General
                                    Counsel

                                    By STERNLICHT HOLDINGS, II, INC., General
                                       Partner


                                       By:  ______________________________
                                       Name:
                                       Title:





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