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                                                                EXHIBIT 10.6

October 22, 1998


Patriot American Hospitality, Inc.
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
Attn.:  William W. Evans III

Wyndham International, Inc.
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
Attn.:  Leslie Ng

Ladies and Gentlemen:

     This letter agreement among Patriot American Hospitality, Inc. (the 
"REIT"), Wyndham International, Inc. (the "OPCO") (each a "Company" and 
collectively, the "Companies") and PaineWebber Financial Products Inc. 
("PaineWebber") confirms, modifies and amends, in part, certain of the terms 
and conditions of that certain Purchase Price Adjustment Mechanism Agreement, 
dated April 6, 1998 (the "Agreement") between the Companies and PaineWebber, 
as amended by letter agreements dated August 14, 1998, and September 30, 
1998.  Defined terms not otherwise defined herein shall have the meanings 
ascribed to them under the Agreement.

     Notwithstanding the terms and conditions of the Agreement, the
Companies and PaineWebber agree as follows:

1.   REPRESENTATIONS AND WARRANTIES.  The representations, warranties and
     covenants of the Companies in Section 4 of the Purchase Agreement,
     dated as of April 6, 1998 (the "Purchase Agreement"), among the
     Companies and PaineWebber are hereby incorporated by reference herein,
     and the Companies hereby so represent, warrant and covenant to
     PaineWebber.  The provisions of Section 6 of the Purchase Agreement
     shall also be applicable to any Paired Shares delivered to PaineWebber
     under the Agreement.

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Patriot American Hospitality, Inc.
Wyndham International, Inc.
October 22, 1998
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2.   CONFIRMATION OF COLLATERAL SHARES.  A.  The Companies hereby confirm
     that there has heretofore been irrevocably and unconditionally
     pledged, granted, assigned, hypothecated and transferred to
     PaineWebber a first and prior pledge and security interest in the
     12,574,780 Paired Shares previously delivered to PaineWebber as
     collateral and all shares hereafter delivered as collateral, and all
     proceeds thereof, and any increase in profits received therefrom and,
     to the extent provided in Section 2C below, Distributions (as defined
     in the Agreement), and all security entitlements in respect of the
     foregoing (such Paired Shares are in addition to the Adjustment Shares
     and are hereinafter referred to as the "Collateral Shares").  Blank
     stock powers for all collateral shares held by PaineWebber, duly
     endorsed with signatures guaranteed, are being delivered herewith. 
     This Section 2 creates a security interest in the Collateral Shares to
     secure the  payment and performance of any and all obligations now or
     hereafter existing of the Companies under the Purchase Agreement and
     the Agreement, as the same has been and may be amended from time to
     time (collectively "Obligations").  Upon the occurrence of a Default
     (as defined below), in addition to any and all other rights and
     remedies which PaineWebber may have hereunder, under applicable laws
     or otherwise, PaineWebber at its option may, subject to any limitation
     or restriction imposed by any applicable laws, (i) foreclose or
     otherwise enforce its security interest in all or any part of the
     Collateral Shares by any available judicial procedure; (ii) sell or
     otherwise dispose of, at the office of PaineWebber, all or any part of
     the Collateral Shares, and any such sale or other disposition shall be
     in accordance with applicable laws, and may be as a unit or in
     parcels, by public or private proceedings, and by way of one or more
     contracts (it being agreed that the sale of any part of the Collateral
     Shares shall not exhaust PaineWebber's power of sale, but sales may be
     made from time to time until all of the Collateral Shares have been
     sold or until the Obligations have been performed and paid in full),
     and at any such sale it shall not be necessary to exhibit the
     Collateral Shares; (iii) at its discretion, retain the Collateral
     Shares in satisfaction of the Obligations whenever the circumstances
     are such that PaineWebber is entitled to do so under applicable laws;
     (iv) apply any appropriate judicial proceedings for consent to any
     appointment; (v) buy the Collateral Shares at any public sale; and
     (iv) buy the Collateral Shares at any private sale, subject to any
     restrictions imposed by applicable laws.  The Companies agree that, if
     notice is required to be given by applicable laws, two days' advance
     written notice shall constitute reasonable notice.  PaineWebber shall
     apply the proceeds of any collection, sale, disposition or other
     realization upon any Collateral Shares as follows:

          FIRST, to the payment of the reasonable costs and expenses of
     such collection, sale, disposition or other realization, including
     reasonable out-of-pocket costs and

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Patriot American Hospitality, Inc.
Wyndham International, Inc.
October 22, 1998
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     expenses of PaineWebber and the reasonable fees and expenses of its 
     agents and counsel;

          NEXT, to the satisfaction and payment of the Obligations; and

          FINALLY, to the payment to the Companies, or their respective
     successors or assigns, or as a court of competent jurisdiction may
     direct, of any surplus them remaining.

     If the proceeds of collection, sale, disposition , or other
     realization are insufficient to cover the costs and expenses of such
     realization and the payment in full of the Obligations, the Companies
     shall remain liable for such deficiency.

          B.  The Companies recognize that if a Default occurs prior to a
     registration statement covering all shares to be sold by PaineWebber
     under the Agreement (a "Valid Registration") becoming effective,
     PaineWebber may be unable to effect a public sale of any or all of the
     Collateral Shares by reason of certain prohibitions contained in the
     Securities Act of 1933, as amended (the "Securities Act") and
     applicable state securities laws, and may be compelled to resort to
     one or more private sales thereof.  The Companies acknowledge and
     agree that PaineWebber shall have the right to sell the Collateral
     Shares at a private sale and any such private sale may result in
     prices and other terms less favorable to the seller than if such sale
     were a public sale.  PaineWebber shall be under no obligation to delay
     a sale of any of the Collateral Shares until a Valid Registration is
     in effect.  The Companies hereby agree (i) that in the event
     PaineWebber shall, upon any Default, sell the Collateral Shares or any
     portion thereof, at a private sale or sales, PaineWebber shall have
     the right to rely upon the advice and opinion of a member of a
     nationally recognized investment banking firm acceptable to
     PaineWebber (which may be an affiliate of PaineWebber), as to the best
     price reasonably obtainable upon such a private sale thereof, and (ii)
     in the absence of fraud, willful misconduct and gross negligence, that
     such reliance shall be conclusive evidence that PaineWebber handled
     such matter in a commercially reasonable manner under the Uniform
     Commercial Code.

          C.  All Distributions in respect of the Collateral Shares shall
     be deposited in the collateral account at PaineWebber or a custodian
     or depositary designated by PaineWebber and treated in accordance with
     the letter agreement between the parties dated August 14, 1998.

          D.  For purposes of the Agreement and this letter agreement, a
     "Default" shall mean failure by the Company to deliver sufficient
     Additional Shares (as defined in the 

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Patriot American Hospitality, Inc.
Wyndham International, Inc.
October 22, 1998
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     Agreement) pursuant to Section 3.2(b) of the Agreement.

3.   EFFECT.  Notwithstanding this letter agreement, all other provisions
     of the Agreement as amended remain in full force and effect.  Nothing
     in this letter agreement diminishes any rights of either party under
     the Purchase Agreement and the Agreement.

Sincerely,

PaineWebber Financial Products, Inc.

By:/s/     
   --------------------------------
Name:
Title:

AGREED TO AND ACCEPTED

Patriot American Hospitality, Inc.       Wyndham International, Inc.


By:/s/                                   By:/s/      
   --------------------------------         ------------------------------
Name:                                 Name:
Title:                                Title: