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                                                                EXHIBIT 10.5



September 29, 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") 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 the letter agreement dated August 14, 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 this
      Agreement.

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Patriot American Hospitality, Inc.
Wyndham International, Inc.
September 30, 1998
Page 2


2.    FILING OF REGISTRATION STATEMENT.  The Companies agree to use all best
      efforts to file and have declared effective, before October 15, 1998, a
      registration statement covering the sale of any Paired Shares issued to
      PaineWebber pursuant to the Purchase Agreement or the Agreement; 
      provided, however, that at PaineWebber's request at any time prior to
      that date, the Companies will use all best efforts to file and have
      declared effective such registration statement as soon as possible 
      thereafter. PaineWebber agrees that such filing will satisfy the
      requirements of Section 7.1(a) of the Purchase Agreement with respect to
      Resale Registration Statements.

3.    EFFECTIVE DATE.  Paragraph 7 of the letter agreement among the parties
      hereto dated August 14, 1998 is amended by replacing "September 30, 
      1998" with "October 15, 1998."

4.    EFFECT.  Notwithstanding this letter agreement all other provisions as
      amended remain in full force and effect.

Sincerely,

PaineWebber Financial Products Inc.

By:  /s/ Terrence E. Fancher
     --------------------------------
Name:    Terrence E. Fancher
Title:   Managing Director

AGREED TO AND ACCEPTED

Patriot American Hospitality, Inc.        Wyndham International, Inc.

By:  /s/ William W. Evans III              By:  /s/ William W. Evans III
     ----------------------------             ----------------------------
Name:    William W. Evans III             Name:     William W. Evans III
Title:                                    Title: