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                                                                Exhibit 10.24

                                   AMENDMENT


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


                                R E C I T A L S

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

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

            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 6.1(c)(iii) are solely for purposes
      of federal, state, and local taxes and shall not affect, or in any way be
      taken into account 

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      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.


      SECTION 2. Effective as of the date first above written, Sections 4.1(f)
and 7.4 are hereby amended by replacing "1996" with "1997."


      SECTION 3. Effective as of the date first 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 Managing 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 Managing
      General Partner shall have the power, without the Consent of the Limited
      Partners but after five (5) Business Days notice to the 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 Managing
      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
      Managing 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, or in
      respect of the transactions described in Section 4.1(f);

                              (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;



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                              (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 Section 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;

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

                              (8) to enable SLT 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 right 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.


      SECTION 4. The location of the principal place of business of the
Partnership is hereby changed to 11835 West Olympic Boulevard, Suite 675, Los
Angeles, California 90064. The notice address of each of the General Partners is
hereby changed to

                  11835 West Olympic Boulevard, Suite 675
                  Los Angeles, California 90064
                  Attention:  Kevin E. Mallory, Executive Vice President
                  Fax:  310/575-9143


      SECTION 5. Except as otherwise provided in this Amendment, each and every
provision of the Operating Partnership Agreement remains in full force and
effect.



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            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.


                        MANAGING GENERAL PARTNER:

                        STARWOOD LODGING CORPORATION, a Maryland
                        corporation

                        By:  ____________________________________
                        Name:
                        Title:


                        GENERAL PARTNERS:

                        COLUMBUS OPERATORS, INC.

                        By:  ____________________________________
                        Name:
                        Title:


                        HOTEL INVESTORS OF ARIZONA, INC.

                        By:  ____________________________________
                        Name:
                        Title:


                        HOTEL INVESTORS OF MICHIGAN, INC.

                        By:  ____________________________________
                        Name:
                        Title:


                        HOTEL INVESTORS OF VIRGINIA, INC.

                        By:  ____________________________________
                        Name:
                        Title:




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                        WESTERN HOST, INC.

                        By:  ____________________________________
                        Name:
                        Title:


                        HOTEL INVESTORS CORPORATION OF NEVADA

                        By:  ____________________________________
                        Name:
                        Title:


                        HOTEL INVESTORS OF NEBRASKA, INC.

                        By:  ____________________________________
                        Name:
                        Title:


                        LIMITED PARTNERS:
                        -----------------

                        BERL HOLDINGS, L.P.

                        By BERL HOLDINGS I, INC., General Partner

                        By:  ____________________________________
                        Name:
                        Title:


                        STARWOOD-APOLLO HOTEL PARTNERS VIII, L.P.

                        By SAHI, INC., General Partner

                        By:  ____________________________________
                        Name:
                        Title:



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                        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:


                        STARWOOD/WICHITA INVESTORS, L.P.

                        By STARWOOD OPPORTUNITY FUND II, L.P.

                        By STARWOOD CAPITAL GROUP, 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:



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                        WOODSTAR PARTNERS I, L.P.

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

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

                                    By STERNLICHT HOLDINGS, II, INC., General
                                    Partner

                                    By:  ____________________________________
                                    Name:
                                    Title:


                        FIREBIRD CONSOLIDATED PARTNERS, L.P.,

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

                              By STARWOOD CAPITAL GROUP, 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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