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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

AMENDMENT NO. 2



(Mark One)

| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------

| |  | For the fiscal year ended December 31, 2003
| |  | -------------------------------------------



OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

| |  | For the transition period from  to
| |  | ----------------------------------



Commission File Number 1-9320



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Wyndham International, Inc.

(Exact Name Of Registrant As Specified In Its Charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-2878485                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1950 Stemmons Freeway, Suite 6001 Dallas, Texas                |  | 75207                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(214) 863-1000

(Registrants telephone number, including area code)



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Securities Registered Pursuant to Section 12(g) of the Act:



|                                                |  |                                            
|----------------------------------------------- |  | -------------------------------------------
|Class A Common Stock, par value $0.01 per share |  | American Stock Exchange                    
|Preferred Stock Purchase Rights                 |  | American Stock Exchange                    
|(Title of Each Class)                           |  | (Name of Each Exchange on Which Registered)



Securities
Registered Pursuant to Section 12(g) of the Act:



Series
A Convertible

Preferred Stock, par value

$0.01 per share

(Title of Class)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrants knowledge, in a definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ̈



The aggregate market value
of the voting stock held by non-affiliates on June 30, 2003 was $67,404,877 based on a price of $0.44 per share.



As of May 26, 2004, 169,515,184 shares of Class A common stock and no shares of Class B common stock of the registrant were issued and outstanding.



DOCUMENTS INCORPORATED BY REFERENCE:None.





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EXPLANATORY NOTE: This Amendment No. 2 to the Annual Report on Form 10-K for the year ended December 31,
2003 (this Amendment No. 2) is being filed (i) to provide corrected biographical information with respect to our directors, provided in accordance with Item 10 of Part III and (ii) to provide corrected information relating to the
beneficial ownership of Karim Alibhai and of our directors and executive officers as a group, and the corresponding footnotes relating to such information, provided in accordance with Item 12 of Part III. We filed our Annual Report on Form 10-K for
the year ended December 31, 2003 (the Original Form 10-K) with the Securities and Exchange Commission on March 8, 2004, and we filed a Form 10-K/A (Amendment No. 1) on April 29, 2004 to include the information required by
Part III. Except for the changes set forth in this Amendment No. 2, there are no other changes to the Original Form 10-K or Amendment No. 1.



PART III



|ITEM 10. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
|-------- | --------------------------------------------------



The information required by Item 401 of Regulation S-K, with respect to executive officers, appears under the heading Executive Officers of the
Registrant in Part I of the Form 10-K filed on March 8, 2004.



The following list sets forth, as of April 26, 2004, information about our directors:



Class A Directors



Karim Alibhai has served as one of our directors since October 1997. Mr. Alibhai previously served as our President and Chief Operating Officer from October 1997 until his resignation on May 21, 1999. Since his resignation, Mr.
Alibhai has been continually active in the hospitality industry and has completed development of several Ritz-Carlton Hotel and Residential projects and also led a convertible preferred investment in Interstate Hotels & Resorts, Inc. Before
joining us in October 1997, Mr. Alibhai served as President and Chief Executive Officer of the Gencom Group, an affiliated group of companies that acquired, developed, renovated, leased, and managed hotel properties in the United States and Canada
through Gencom American Hospitality. Mr. Alibhai is presently a principal of the Gencom Group, which he rejoined in 1999, and serves on the board of directors of Interstate Hotels & Resorts. Mr. Alibhai holds a B.A. from Rice University. Mr.
Alibhai is 40 years old.



Leonard Boxer has served as
one of our directors since July 1997. He previously served as a director of Patriot American Hospitality, Inc. and its predecessor from September 1995 to July 1997. Mr. Boxer has served as a partner and chairman of the real estate department of the
law firm of Stroock & Stroock & Lavan in New York, New York since 1987. Previously, he was a founder, managing partner and head of the real estate department of Olnick Boxer Blumberg Lane & Troy, a real estate law firm in New York. He
serves as a member of the Board of Trustees of both New York University and New York University Law School. Mr. Boxer also serves as a member of the board of several New York and national charitable organizations, such as trustee of the National
Jewish Center for Immunology and Respiratory Medicine; Chairman of the Board and Trustee of the Jewish Association for Services for the Aged; Chairman of the Board of the Childrens Hearing Institute of Lenox Hill Hospital; Trustee of the
Cancer Research Institute (2000-2001); and New York Regional Cabinet of the United States Holocaust Memorial Museum. Mr. Boxer holds a B.S. in accounting and an L.L.B. from New York University. Mr. Boxer is 65 years old.



Adela Cepeda has served as one of our directors since February 2004.
Ms. Cepeda founded A.C. Advisory, Inc. in 1995 and since that time has served as its President. Ms. Cepeda serves as a director of the Lincoln National Income Fund, the Lincoln National Convertible Securities Fund, the Fort Dearborn Securities Fund,
Amalgamated Bank of Chicago and its affiliated trust company, AmalgaTrust, and UBS Funds. Ms. Cepeda also serves on the boards of Window to the World Communications, Inc., Ravinia Festival Association, The Joffrey Ballet of Chicago and The Chicago
Community Trust. Ms. Cepeda holds an A.B. from Harvard College and an M.B.A. from the University of Chicago Graduate School of Business. Ms. Cepeda is 45 years old.



Milton Fine has served as one of our directors since June 1998. Since June 1998, Mr. Fine has been Chairman of FFC
Capital Corporation and FFC Hotel Development Corporation. Mr. Fine co-founded Interstate Hotels Company in 1961 and served as its Chairman of the Board before our acquisition of it in June 1998. Mr. Fine also served as the Chief Executive Officer
of Interstate Hotels Company through March 1996. In addition, Mr. Fine serves as a trustee of the Carnegie Institute and is on the Board of Directors of the Carnegie Museum of Art. In addition, he serves as a member of the Board of Directors of the
Andy Warhol Museum in Pittsburgh, Pennsylvania, and as a member of the Board of Directors of the Norton Museum of Art in Palm Beach, Florida. Mr. Fine holds a B.A. (magna cum laude) and a J.D. from the University of Pittsburgh. Mr. Fine is 77 years
old.





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Fred J. Kleisner currently serves as our Chairman of the Board and Chief Executive Officer. He has
served as our Chairman of the Board since October 13, 2000 and as our Chief Executive Officer since March 27, 2000. From August 1999 to October 2000, Mr. Kleisner served as our President, and from July 1999 to March 2000, Mr. Kleisner also served as
our Chief Operating Officer. From March 1998 to August 1999, he served as President and Chief Operating Officer of The Americas for Starwood Hotels & Resorts Worldwide, Inc. Hotel Group. His experience in the industry also includes senior
positions with Westin Hotels and Resorts, where he served as President and Chief Operating Officer from 1995 to 1998; Interstate Hotels Company, where he served as Executive Vice President and Group President of Operations from 1990 to 1995; The
Sheraton Corporation, where he served as Senior Vice President, Director of Operations, North America Division-East from 1985 to 1990; and Hilton Hotels, where for 16 years he served as General Manager of several landmark hotels, including The
Waldorf Astoria and The Waldorf Towers in New York, The Capital Hilton in Washington, D.C., and The Hilton Hawaiian Village in Honolulu. Mr. Kleisner, who holds a B.A. degree in Hotel Management from Michigan State University, completed advanced
studies at the University of Virginia and Catholic University of America. Mr. Kleisner is 59 years old.



Rolf E. Ruhfus has served as one of our directors since June 1998. Mr. Ruhfus has served as Chairman of the Board of Directors and Chief Executive
Officer of LodgeWorks Corporation since April 2000 and Wichita Consulting Corporation since 1989. He previously served as Chairman of the Board of Directors and Chief Executive Officer of Summerfield Hotel Corporation from 1987 through June 1998
when we acquired Summerfield Hotel Corporation. Before founding Summerfield Hotel Corporation, Mr. Ruhfus served as President of Residence Inn Corporation. Mr. Ruhfus currently serves as a director of Innkeepers USA Trust. Mr. Ruhfus holds a B.A.
from Western Michigan University, an M.B.A. from the Wharton School of Business and a Ph.D. in Marketing from the University of Münster, Germany. Mr. Ruhfus is 59 years old.



Lynn C. Swann has served as one of our directors since May 2001. Since July 1976, Mr. Swann has served as Chief
Executive Officer of Swann, Inc., a privately held communications company. Pursuant to a consulting agreement, Mr. Swann also serves as a consultant to us and assists with the development and expansion of our collegiate and professional sports
marketing plans and sales initiatives. Mr. Swann serves as a member of the board of directors of Big Brothers and Big Sisters of America and has previously served in numerous additional capacities on behalf of the organization, including national
board chairperson, chairperson for board development and board president. Mr. Swann is also a director of H.J. Heinz Company and Hershey Entertainment and Resort Co. Mr. Swann has served as a professional broadcaster covering a variety of sporting
events for the ABC television network since 1976. From 1974 to 1982, Mr. Swann was a wide receiver for the Pittsburgh Steelers and helped lead his team to four Super Bowl victories. Mr. Swann was named Most Valuable Player of Super Bowl X in 1976
and was inducted into the Pro Football Hall of Fame in 2001. In 2002, Mr. Swann was selected to chair the Presidents Council on Physical Fitness and Sports. Mr. Swann received a B.A. from the University of Southern California. Mr. Swann is 52
years old.



Sherwood M. Weiser has served as one of our
directors since October 1997. Since April 2001, Mr. Weiser has served as the Chairman and Chief Executive Officer of Continental Hospitality Holdings, LLC, a hotel management and development firm. Mr. Weiser previously served as the Chairman and
Chief Executive Officer of Carnival Resorts & Casinos, a hotel and gaming management and development firm. In 1970, Mr. Weiser founded The Continental Companies. Carnival Resorts & Casinos was a successor to The Continental Companies. In
June 1998, we acquired the hospitality-related businesses of CHC International, Inc., the parent corporation of Carnival Resorts & Casinos. Mr. Weiser serves on the Board of Trustees of the University of Miami, the New World Symphony, the Orange
Bowl Committee and as the Chairman of the Board of Directors of the Performing Arts Center Foundation of Greater Miami. Mr. Weiser serves as a director of Mellon United National Bank, a subsidiary of Mellon Bank, Interstate Hotels & Resorts,
Inc. and Watsco, Inc. He received his B.S. in Commerce from the Ohio State University School of Business and holds an L.L.B. from the Case Western Reserve University School of Law. Mr. Weiser is 73 years old.





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Class B Directors



Leon D. Black has served as one of our directors since June 1999. Mr. Black is one of the founding principals of
Apollo Advisors, L.P., which, together with its affiliates, acts as the managing general partner of the Apollo Investment Funds, private securities investment funds, and Apollo Real Estate Advisors, L.P., which, together with its affiliates, acts as
the managing general partner of the Apollo Real Estate Investment Funds. Apollo Advisors, L.P. and Apollo Real Estate Advisors, L.P. were founded in 1990 and 1993, respectively. From 1977 to 1990, Mr. Black worked at Drexel Burnham Lambert
Incorporated, where he served as Managing Director, head of the Mergers & Acquisitions Group and co-head of the Corporate Finance Department. Mr. Black also serves as a director of Allied Waste Industries, Inc., AMC Entertainment Inc., Sirius
Satellite Radio Inc. and United Rentals, Inc. In addition, he serves as a trustee of Dartmouth College, The Museum of Modern Art, Mount Sinai-NYU Medical Center, Lincoln Center for the Performing Arts, the Metropolitan Museum of Art, Prep for Prep,
The Jewish Museum, and The Asia Society. He is also a member of The Council on Foreign Relations, The Partnership for New York City and the National Advisory Board of JPMorgan Chase. Mr. Black graduated summa cum laude from Dartmouth College and
holds a B.A. in Philosophy and History. Mr. Black also received an MBA from Harvard Business School in 1975. Mr. Black is 52 years old.



Thomas H. Lee has served as one of our directors since June 1999. He founded Thomas H. Lee Company in 1974 and since that time has served as its
President. Thomas H. Lee Company changed its name in July 1999 to Thomas H. Lee Partners. Since July 1999, he has served as Chairman and Chief Executive Officer of Thomas H. Lee Partners and as President of Thomas H. Lee Capital. From 1966 through
1974, Mr. Lee was employed by First National Bank of Boston where he directed the banks high technology lending group from 1968 to 1974 and became a Vice President in 1973. Before 1966, he served as a securities analyst in the institutional
research department of L.F. Rothschild & Co. in New York. Mr. Lee currently is a director of Metris Companies, Inc., Miller Import Corporation, The Smith & Wollensky Restaurant Group, Inc., Vail Resorts, Inc. and Vertis Holdings, Inc. In
addition, Mr. Lee serves as a trustee or overseer of a number of civic and charitable organizations including, in Boston, Beth Israel Deaconess Medical Center, Brandeis University, Harvard University and the Museum of Fine Arts, as well as, in New
York City, the Lincoln Center for the Performing Arts, Mount Sinai-NYU Medical Center and the Whitney Museum of American Art. Mr. Lee is a 1965 graduate of Harvard College. Mr. Lee is 60 years old.



Alan M. Leventhal has served as one of our directors since June 1999.
Since March 1998, Mr. Leventhal has served as Chairman and Chief Executive Officer of Beacon Capital Partners. Prior to founding the Company, Mr. Leventhal served as President and Chief Executive Officer of Beacon Properties Corporation, one of the
largest real estate investment trusts (REIT) in the United States. Mr. Leventhal is Chairman of Boston Universitys Board of Trustees, and a trustee of Northwestern University. He also serves on the board of the Pension Real Estate Association
(PREA), the Board of Overseers for the Amos Tuck School of Business Administration at Dartmouth, the Dartmouth Real Estate Advisory Committee and the board of the Damon Runyon Cancer Research Foundation. Mr. Leventhal has lectured at the Amos Tuck
School of Business Administration at Dartmouth College and Massachusetts Institute of Technology Center for Real Estate. Mr. Leventhal was awarded the Realty Stock Reviews Outstanding CEO Award for 1996 and 1997, and the Commercial
Property News Office Property Executive of the Year for 1996. Mr. Leventhal received his B.A. in Economics from Northwestern University in 1974 and his M.B.A. from the Amos Tuck School of Business Administration at Dartmouth College in
1976. Mr. Leventhal is 51 years old.



William L. Mack
has served as one of our directors since June 1999. Mr. Mack is a founding principal and managing partner of Apollo Real Estate Advisors, L.P., which, together with its affiliates, acts as the managing general partner of the Apollo Real Estate
Investment Funds, private real estate investment funds. Apollo Real Estate Advisors, L.P. was founded in 1993. Beginning in 1969, Mr. Mack served as Managing Partner of the Mack Company, a privately held real estate company that was merged with the
Cali Realty Corporation (now Mack-Cali Realty Corporation) of which Mr. Mack has served as a director since 1997. Mr. Mack also serves as a director of The Bear Stearns Companies, Inc. and Vail Resorts, Inc. and is a member of the Metropolitan
Regional Advisory Board of Chase Manhattan Bank, the Advisory Board of the Columbia University Real Estate Board and the Board of Advisors of New York University Real Estate Investment Trust Center. Mr. Mack is a trustee of the University of
Pennsylvania and Chairman of its Facilities & Campus Planning Committee. He also serves on the Board of Overseers of the Wharton School. Mr. Mack serves as Vice Chairman of the North-Shore Long Island Jewish Health System and as trustee of the
Solomon R. Guggenheim Foundation. Mr. Mack attended the Wharton School of





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Business and Finance at the University of Pennsylvania and received a B.S. degree in business administration, finance and
real estate from New York University. Mr. Mack is 64 years old.



Lee S. Neibart has served as one of our directors since June 1999. Mr. Neibart has been a Senior Partner of Apollo Real Estate Advisors since 1993 and is responsible for the operations and management of its Funds. From 1989 to 1993,
Mr. Neibart was Executive Vice President & Chief Operating Officer of the Robert Martin Company, a real estate development and management firm with a portfolio of approximately seven million square feet of commercial real estate and with which
he was associated for over fourteen years. Mr. Neibart is a director of Wyndham International and Meadowbrook Golf Group, Inc., a golf course manager, developer and owner. He is also a past President of the New York Chapter of the National
Association of Industrial and Office Parks. Mr. Neibart received a BA from the University of Wisconsin and an MBA from New York University. Mr. Neibart is 53 years old.



Marc J. Rowan has served as one of our directors since June 1999. Mr. Rowan is one of the founding principal of
Apollo Advisors L.P., which, together with its affiliates, acts as the managing general partner of the Apollo Investment Funds, private securities investment funds. Prior to joining Apollo, Mr. Rowan was a member of the mergers and acquisitions
department of Drexel Burnham Lambert, Incorporated, with responsibilities in high yield financing, transaction idea generation and merger structure negotiation. Mr. Rowan also serves as a director of AMC Entertainment, Inc. National Financial
Partners, Inc., Cablecom GmbH, iesy Hessen GmbH & Co, KG, Quality Distribution, Inc., and SkyTerra Communications Inc. Mr. Rowan is also active in charitable activities and is a founding member and serves on the executive committee of the Youth
Renewal Fund and is a member of the board of directors of National Jewish Outreach Program, Riversdale Country School and the Undergraduate Executive Board of The Wharton School of Business. Mr. Rowan graduated summa cum laude from the University of
Pennsylvanias Wharton School of Business with a B.S. and an MBA in Finance. Mr. Rowan is 41 years old.



Scott A. Schoen has served as one of our directors since June 1999. Mr. Schoen has been employed by Thomas H. Lee Partners, L.P., formerly known as
Thomas H. Lee Company, since 1986 and currently serves as a Managing Director. Mr. Schoen currently serves as a director of A.R.C. Holdings, LLC, Axis Specialty Limited, The Simmons Company, Syratech Corporation, TransWestern Publishing, L.P. and
United Industries Corporation. Prior to joining Thomas H. Lee Partners, L.P., Mr. Schoen was in the Private Finance Department of Goldman, Sachs & Co. Mr. Schoen is a Vice Chairman of the Board of the United Way of Massachusetts Bay, and also a
member of the Advisory Board of the Yale School of Management. Mr. Schoen received a B.A. in History from Yale University, a J.D. from Harvard Law School and an M.B.A. from the Harvard Graduate School of Business Administration. He is a member of
the New York Bar. Mr. Schoen is 45 years old.



Scott M.
Sperling has served as one of our directors since June 1999. Since 1994, Mr. Sperling has been a Managing Director of Thomas H. Lee Partners and Trustee and General Partner of various THL Equity Funds. Mr. Sperling is also President of TH Lee,
Putnam Capital. Mr. Sperling is currently a Director of Fisher Scientific International, Inc., Vertis, Inc., Houghton Mifflin Co., LiveWire Systems, LLC, Warner Music Group and several private companies. During the 10 years before joining Thomas H.
Lee Partners, Mr. Sperling served as Managing Partner of the Aeneas Group, the private capital affiliate of the Harvard Management Company, Inc. Before 1984, Mr. Sperling served as a Senior Consultant with the Boston Consulting Group, Inc. focusing
on business and corporate strategies. He holds an M.B.A. degree from Harvard University and a B.S. from Purdue University. Mr. Sperling is 46 years old.



Class C Directors



Marc A. Beilinson has served as one of our directors since February 2004. Mr. Beilinson is a shareholder of Pachulski, Stang, Ziehl, Young, Jones
& Weintraub PC, a nationally recognized boutique law firm specializing in corporate reorganization, and currently serves on the Board of Directors of the University of California Davis Law School. Mr. Beilinson served as the Chief Executive
Officer of Adaptive Power Solutions, a government defense contractor that manufactured components for many U.S. strategic missile programs. Mr. Beilinson is currently an officer and director of RPD Catalyst, a private real estate investment firm.
Prior to joining his current firm, Mr. Beilinson was a shareholder in the law firm of Buchalter, Nemer, Fields & Younger PC. Mr. Beilinson received his B.A. (magna cum laude) from UCLA and his J.D. from UC Davis Law School. Mr. Beilinson is 45
years old.



Paul Fribourg has served as one of our
directors since June 1999. Mr. Fribourg has served as Chairman and Chief Executive Officer of ContiGroup Companies, Inc. (f/k/a Continental Grain Company) since July 1997.





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Since 1976, Mr. Fribourg has held numerous positions with Continental Grain Company, including President and Chief
Operating Officer from 1994 to 1997 and Executive Vice President of the Commodity Marketing Group from 1990 to 1994. Mr. Fribourg also serves as a director of Vivendi Universal S.A., Loews Corporation, PSF Group Holdings, Inc., Premium Standard
Farms, Inc., Endeavor Global, Inc., The Browning School, New York University, Harvard Business School (Board of Deans Advisors), The Nightingale-Bamford School, The Appeal of Conscience Foundation, The Lauder Institute/Wharton Business School
(Chairman of the Board), Park East Synagogue and the America-China Society. Mr. Fribourg is also a member of the Council on Foreign Relations, the National Advisory Board of JPMorgan Chase and the Rabobank International North American Agribusiness
Advisory Board. Mr. Fribourg holds a B.A. from Amherst College and completed the Advanced Management Program at Harvard Business School. Mr. Fribourg is 50 years old.



Lawrence J. Ruisi has served as one of our directors since April 2004. Mr. Ruisi was President and Chief Executive
Officer of Loews Cineplex Entertainment Corporation from 1998 to 2002. From 1990 to 1998, he was associated with Sony Corporation of America, serving as Executive Vice President from 1990 to 1998 of Sony Pictures Entertainment. He served as
President of Sony Retail Entertainment from 1994 to 1998. Mr. Ruisi is a certified public accountant and worked as senior audit manager from 1970 to 1983 for Price Waterhouse & Co. In 2000 and 2001, many of the large motion picture theatre
chains were severely impacted by the overbuilding of theatres and unfavorable film performance; of the ten largest chains, seven (including Loews Cineplex Entertainment), were reorganized under federal bankruptcy laws or executed out-of-court
financial restructuring. Loews Cineplex filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code in 2001 and was discharged from these proceedings in 2002. Mr. Ruisi received a B.S. in Accounting and an M.B.A. from St. Johns
University. Mr. Ruisi is 55 years old.



Audit Committee



In accordance with the Securities Exchange Act of 1934, as amended (the
Exchange Act), the Companys Board of Directors has established an Audit Committee, which currently consists of Messrs. Beilinson and Ruisi Boxer, Fribourg, and Ms. Cepeda. The board of directors has determined that Ms. Cepeda is
the audit committee financial expert, as such term is defined in the rules and regulations promulgated by the Commission and that Ms. Cepeda and the other members of the audit committee are independent, in accordance with the
Company Guide of the American Stock Exchange.



Section 16(a) Beneficial
Ownership Reporting Compliance



Section 16(a) of the
Exchange Act requires our directors and officers, and persons who own more than 10% of any registered class of the Companys equity securities, to file with the Commission initial reports of ownership of our class A common stock and reports of
changes in such ownership. A reporting person must file a Form 3-Initial Statement of Beneficial Ownership of Securities within 10 days after such person becomes a reporting person. A reporting person must file a Form 4-Statement of Changes of
Beneficial Ownership of Securities within two business days after such persons beneficial ownership of securities changes, except for certain changes exempt from the reporting requirements of Form 4. A reporting person must file a Form
5-Annual Statement of Beneficial Ownership of Securities within 45 days after the Companys fiscal year-end.



The Commissions rules require our reporting persons to furnish us with copies of all Section 16(a) reports that they file. Based solely upon a
review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that during fiscal year 2003 the reporting persons complied with all applicable Section 16(a) filing requirements on a
timely basis, except for the following: one Form 3 due in October 2002 for Mark A. Solls that was not timely filed in connection with one transaction; one Form 3 due in May 2003 for Andrew Jordan that was not timely filed in connection with four
transactions; one Form 4 due in May 2003 for Andrew Jordan that was not timely filed in connection with two transactions; and one Form 4 due in February 2002 for Sherwood M. Weiser that was not timely filed in connection with six transactions.
As of the date of this Form 10-K/A, a Form 4 was not timely filed on behalf of Lynn Swann in connection with one transaction during fiscal year 2003. Based on discussions with Karim Alibhai, as of the date of this Form 10-K/A, Mr. Alibhai had
not timely filed one or more Form 4s in connection with certain transactions he previously engaged in and/or had not amended one or more previously filed Form 4s to accurately reflect his beneficial ownership of the Companys securities. None
of the reporting persons filed a Form 5 with respect to 2003 and the Company is not aware that any were required to be filed.



Code of Ethics



The Company has adopted a Code of Ethics, which applies to the Companys Chief Executive Officer, Chief Financial Officer and Controller as well as
to all directors, officers and employees. These materials are available on the Companys website at www.wyndham.com. The Company intends to satisfy any disclosure requirements regarding amendments to, or waivers from, any provision of
the Code of Ethics by posting such information on the Companys website at www.wyndham.com. As required by the Company Guide of the American Stock Exchange, any waivers of the Code of Ethics for directors or executive officers must be
approved by the Companys board of directors and disclosed on a Form 8-K filed with the Commission within five days of a waiver.





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|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



Equity Compensation Plan Information



|                                                           |     |                                                                                             |     |     |                                                                             |     |                                                                                                                                             |    
|---------------------------------------------------------- | --- | ------------------------------------------------------------------------------------------- | --- | --- | --------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------- | ---
|Plan category                                              |     | Number of securities to be issued upon exercise of outstanding options, warrants and rights |     |     | Weighted-average exercise price of outstanding options, warrants and rights |     | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |    
|                                                           | (a) |                                                                                             |     | (b) |                                                                             | (c) |                                                                                                                                            
|Equity compensation plans approved by security holders     |     | 27,634,698                                                                                  | (1) |     | $5.75(2)                                                                    |     | 7,934,232                                                                                                                                   | (3)
|Equity compensation plans not approved by security holders |     |                                                                                            |     |     |                                                                            |     |                                                                                                                                            |    
|Total                                                      |     | 27,634,698                                                                                  | (1) |     | $5.75(2)                                                                    |     | 7,934,232                                                                                                                                   | (3)



|(1) | The 27,634,698 consists of 14,531,549 of stock options outstanding and 13,103,149 of restricted unit awards outstanding at December 31, 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------



|(2) | The figure set forth in column (b) reflects the weighted average exercise price for the 14,531,549 stock options outstanding under our equity compensation plans as of December 31,
2003. In addition to such stock options, 13,103,149 restricted unit awards were also outstanding under our equity compensation plans as of December 31, 2003. These restricted unit awards entitle the recipients to receive shares of our class A common
stock upon the satisfaction of certain terms and conditions, including the satisfaction of certain vesting requirements. Since no exercise price is payable with respect to the restricted unit awards, such restricted unit awards were excluded from
the calculation of the weighted average exercise price set forth in column (b).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | The figure set forth in column (c) reflects the number of securities available for issuance under our equity compensation plans as of December 31, 2003. Under the Second Amendment
and Restatement of our 1997 Incentive Plan, the number of shares available for grant is equal to 10% of the outstanding shares of our class A common stock on a fully diluted basis. For purposes of this plan, fully diluted basis means the
assumed conversion of all outstanding shares of our series A and series B convertible preferred stock, the assumed exercise of all outstanding stock options and the assumed conversion of all units of partnership interest in Patriot American
Hospitality Partnership, L.P. and Wyndham International Operating Partnership, L.P.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Security Ownership of Certain Beneficial Owners and Management



Except as otherwise noted, the following table sets forth certain information as of May 26, 2004 as to the security ownership of those persons owning of
record or known to us to be the beneficial owner of more than five percent of our class A common stock or our series B preferred stock, each of our directors and named executive officers, and all of our directors and executive officers as a group.
All share ownership amounts have been adjusted to give effect to a dividend on our series B preferred stock that was paid on March 31, 2004 in additional shares of our series B preferred stock due to our failure to pay cash dividends in such shares.
So far as is known to us, the persons named below have sole voting and investment power with respect to the number of shares set forth opposite their names unless otherwise indicated. In accordance with applicable rules of the Commission, shares
issuable within 60 days of May 26, 2004 upon the exercise of options, conversion of convertible securities or vesting of restricted unit awards that are not outstanding are deemed to be outstanding for the purpose of computing the percentage
ownership of the persons beneficially owning such securities, but have not been deemed to be outstanding for the purpose of computing the percentage ownership of any other person. As of May 26, 2004, each share of series B preferred stock was
convertible into 11.6414 shares of class A common stock.





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|-------------------------------------------------------------------------------------------- | --------------- | -------------------- | ---- | --------------- | ------------------------ | - | ---------------- | -------------- | ---- | --------------- | ---- | -
|Beneficial Owner                                                                             |                 | Class A Common Stock |      |                 | Series B Preferred Stock |  
|                                                                                             | Number ofShares |                      |      | Percentof Class |                          |   | Number of Shares |                |      | Percentof Class |     
|Karim Alibhai                                                                                |                 | 4,833,966            | (1)  |                 | 2.9                      | % |                  |                |      |                 |      |  
|Marc Beilinson                                                                               |                 | 4,998                | (2)  |                 | *                        |   |                  |                |      |                 |      |  
|Leon D. Black                                                                                |                 | 22,500               | (3)  |                 | *                        |   |                  |                |      |                 |      |  
|Leonard Boxer                                                                                |                 | 308,172              | (4)  |                 | *                        |   |                  |                |      |                 |      |  
|Adela Cepeda                                                                                 |                 | 6,872                | (5)  |                 | *                        |   |                  |                |      |                 |      |  
|Joseph Champ                                                                                 |                 | 145,100              |      |                 | *                        |   |                  |                |      |                 |      |  
|Milton Fine                                                                                  |                 | 3,139,939            | (6)  |                 | 1.9                      | % |                  |                |      |                 |      |  
|Paul Fribourg                                                                                |                 | 67,500               | (7)  |                 | *                        |   |                  |                |      |                 |      |  
|Fred J. Kleisner                                                                             |                 | 1,686,499            | (8)  |                 | *                        |   |                  |                |      |                 |      |  
|Thomas H. Lee                                                                                |                 | 22,500               | (9)  |                 | *                        |   |                  |               | (10) |                 | 0    |  
|Alan M. Leventhal                                                                            |                 | 22,500               | (11) |                 | *                        |   |                  |               | (12) |                 | 0    |  
|William L. Mack                                                                              |                 | 373,284              | (13) |                 | *                        |   |                  |                |      |                 |      |  
|Lee S. Neibart                                                                               |                 | 27,172               | (14) |                 | *                        |   |                  |                |      |                 |      |  
|Marc J. Rowan                                                                                |                 | 45,000               | (15) |                 | *                        |   |                  |                |      |                 |      |  
|Rolf E. Ruhfus                                                                               |                 | 2,893,771            | (16) |                 | 1.7                      | % |                  |                |      |                 |      |  
|Lawrence Ruisi                                                                               |                 | 1,874                | (17) |                 | 0                        |   |                  |                |      |                 |      |  
|Scott A. Schoen                                                                              |                 | 45,000               | (18) |                 | *                        |   |                  |               | (19) |                 | 0    |  
|Richard Smith                                                                                |                 | 257,100              | (20) |                 | *                        |   |                  |                |      |                 |      |  
|Mark Solls                                                                                   |                 | 0                    |      |                 | 0                        |   |                  |                |      |                 |      |  
|Scott M. Sperling                                                                            |                 | 22,500               | (21) |                 | *                        |   |                  |               | (22) |                 | 0    |  
|Lynn Swann                                                                                   |                 | 147,500              | (23) |                 | *                        |   |                  |                |      |                 |      |  
|Theodore Teng                                                                                |                 | 545,274              |      |                 | *                        |   |                  |                |      |                 |      |  
|Sherwood M. Weiser                                                                           |                 | 404,350              | (24) |                 | *                        |   |                  |                |      |                 |      |  
|All directors and executive officers as a group (27 persons)                                 |                 | 15,934,472           |      |                 | 9.4                      | % |                  |                |      |                 |      |  
|The PNC Financial Services Group, Inc., PNC Bancorp, Inc. and PNC Bank, National Association |                 | 9,438,902            | (25) |                 | 5.6                      | % |                  |                |      |                 |      |  
|Investors                                                                                    |                 | 171,015,748          |      |                 | 50.2                     | % |                  | 14,690,307.688 | (26) |                 | 100  | %
|Apollo Investors                                                                             |                 | 79,094,971           |      |                 | 31.8                     | % |                  | 6,794,283.385  | (27) |                 | 46.3 | %
|Beacon Investors                                                                             |                 | 25,652,416           |      |                 | 13.1                     | % |                  | 2,203,550.763  | (28) |                 | 15.0 | %
|THL Investors                                                                                |                 | 51,475,564           |      |                 | 23.3                     | % |                  | 4,421,767.501  | (29) |                 | 30.1 | %
|Chase Equity Associates, L.P.                                                                |                 | 4,275,394            |      |                 | 2.5                      | % |                  | 367,257.733    | (30) |                 | 2.5  | %
|CMS Investors                                                                                |                 | 1,248,392            |      |                 | *                        |   |                  | 107,237.242    | (31) |                 | *    |  
|CKE Investors                                                                                |                 | 171,006              |      |                 | *                        |   |                  | 14,689.430     | (32) |                 | *    |  
|PW Hotel I, LLC and PaineWebber Capital, Inc.                                                |                 | 4,275,394            |      |                 | 2.5                      | % |                  | 367,257.733    | (33) |                 | 2.5  | %
|Guayacan Investors                                                                           |                 | 171,006              |      |                 | *                        |   |                  | 14,689.430     | (34) |                 | *    |  
|Strategic Real Estate Investors                                                              |                 | 4,275,394            |      |                 | 2.5                      | % |                  | 367,257.733    | (35) |                 | 2.5  | %
|The Bonnybrook Trust, The Franklin Trust and The Dartmouth Trust                             |                 | 376,212              |      |                 | *                        |   |                  | 32,316.738     | (36) |                 | *    |  



|* | Less than 1%.
|- | -------------

|(1) | Includes options to purchase 30,000 shares of our class A common stock granted to Mr. Alibhai which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes options to purchase 4,998 shares of our class A common stock granted to Mr. Beilinson which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes options to purchase 22,500 shares of our class A common stock granted to Mr. Black which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
This amount does not include shares held by family trusts over which Mr. Black does not serve as trustee or by other family members, which we will collectively refer to as the Black family trusts, or the persons as described in note 27
below. Mr. Black disclaims beneficial ownership of all securities held by the Black family trusts and the persons described in note 27 below.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes options to purchase 125,433 shares of our class A common stock granted to Mr. Boxer which are currently exercisable or will be exercisable within 60 days of May 26, 2004
and 116,555 deferred unit awards of our class A common stock.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes options to purchase 6,872 shares of our class A common stock granted to Ms. Cepeda which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---

|(6) | Includes 1,164,604 shares beneficially owned by the Milton Fine 1997 Charitable Remainder Unitrust; 1,159,619 shares beneficially owned by the Milton Fine 1998 Charitable Remainder
Unitrust; and 787,104 shares beneficially owned by the Milton Fine Grantor Annuity Trust. This amount also includes options to purchase 22,500 shares of our class A common stock granted to Mr. Fine which are currently exercisable or will be
exercisable within 60 days of May 26, 2004.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes options to purchase 67,500 shares of our class A common stock granted to Mr. Fribourg which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes options to purchase 880,000 shares of our class A common stock granted to Mr. Kleisner which are exercisable or will be exercisable within 60 days of May 26, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Includes options to purchase 22,500 shares of our class A common stock granted to Mr. Lee which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Does not include shares held by family trusts and shares held by Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P., Thomas H. Lee Foreign Fund IVB, L.P.,
Thomas H. Lee Charitable Investment Limited Partnership and AIF/THL PAH LLC, as described in note 29 below. Mr. Lee disclaims beneficial ownership of all such securities.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Includes options to purchase 22,500 shares of our class A common stock granted to Mr. Leventhal which are currently exercisable or will be exercisable within 60 days of May 26,
2004.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Does not include shares held by the persons described in note 28 below. Mr. Leventhal disclaims beneficial ownership of all such securities.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Includes options to purchase 22,500 shares of our class A common stock granted to Mr. Mack which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
This amount does not include shares held by family trusts over which Mr. Mack does not serve as trustee or by other family members, which we will collectively refer to as the Mack family trusts, or shares held by the persons described in
note 27 below. Mr. Mack disclaims beneficial ownership of all securities held by the Mack family trusts and the persons described in note 27 below.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Includes options to purchase 22,500 shares of our class A common stock granted to Mr. Neibart which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
This amount does not include shares held by the persons described in note 27 below. Mr. Neibart disclaims beneficial ownership of all securities held by the persons described in note 26 below.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | Includes options to purchase 45,000 shares of our class A common stock granted to Mr. Rowan which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Includes 74,953 shares held by Hotel Growth Partners, L.P. and options to purchase 22,500 shares of our class A common stock granted to Mr. Ruhfus which are currently exercisable or
will be exercisable within 60 days of May 26, 2004.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | Includes options to purchase 1,874 shares of our class A common stock granted to Mr. Ruisi, which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | Includes options to purchase 45,000 shares of our class A common stock granted to Mr. Schoen which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(19) | Does not include shares held by THL Equity Fund, THL Foreign Fund and THL Foreign Fund B, as described in note 29 below.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(20) | Includes options to purchase 100,000 shares of our class A common stock granted to Mr. Smith which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(21) | Includes options to purchase 22,500 shares of our class A common stock granted to Mr. Sperling which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(22) | Does not include shares held by THL Equity Fund, THL Foreign Fund and THL Foreign Fund B, as described in note 29 below.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(23) | Includes options to purchase 147,500 shares of our class A common stock granted to Mr. Swann which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(24) | Includes options to purchase 73,966 shares of our class A common stock granted to Mr. Weiser which are currently exercisable or will be exercisable within 60 days of May 26, 2004.
The number of shares beneficially held by Mr. Weiser also includes 3,460 partnership units in Patriot American Hospitality Partnership, L.P. and Wyndham International Operating Partnership, L.P. held by SMW WLT, LLC and 6,443 partnership units in
Patriot American Hospitality Partnership, L.P. and Wyndham International Operating Partnership, L.P. held by SMW GB, LLC and 17,161 partnership units in Patriot American Hospitality Partnership, L.P. and Wyndham International Operating Partnership,
L.P. held by SMW SG, LLC.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(25) | Based on the Amendment No. 3 to Schedule 13G filed on February 10, 2004 by PNC Financial Services Group, Inc., PNC Bancorp, Inc. and PNC Bank, National Association. PNC Financial
Services Group, Inc. and PNC Bank, National Association are located at One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707. PNC Bancorp, Inc. is located at 222 Delaware Avenue, Wilmington, Delaware 19801. According to the Amendment
No. 3 to Schedule 13G, PNC Financial Services Group, Inc. is a holding company. PNC Bancorp, Inc. is a holding company and is a wholly-owned subsidiary of PNC Financial Service Group, Inc. PNC Bank, National Association is a bank and is a
wholly-owned subsidiary of PNC Bancorp, Inc. According to the Amendment No. 3 to Schedule 13G, each of the foregoing entities has sole voting power with respect to 125,500 shares, has sole dispositive power with respect to 2,732,040 shares and
shares dispositive power with respect to 6,607,462 shares.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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|(26) | On June 30, 1999, we issued shares of our series B preferred stock to a group of investors, which we will collectively refer to as the Investors for purposes of this
Form 10-K/A. All of the Investors are parties to a stockholders agreement, dated as of June 29, 1999, pursuant to which each of (i) Apollo Management IV, L.P. and Apollo Real Estate IV, L.P., and (ii) THL Equity Advisors IV, LLC, whom we will
refer to as the Lead Stockholders for purposes of this Form 10-K/A, have the right, for so long as the Investors are entitled to designate eight class B directors, to designate four directors to our board of directors. At such time as
the Investors are entitled to designate fewer than eight class B directors, the right to designate will be allocated between the Lead Stockholders based on a formula. For so long as the stockholders agreement is in effect, each Investor has
agreed to vote its shares of our class A common stock and our series B preferred stock in favor of the director nominees of the Lead Stockholders. Pursuant to the stockholders agreement, the Investors have also agreed to certain restrictions
on the transfer of their shares of our series B preferred stock. By virtue of the stockholders agreement and the relationships among the Investors, the Investors may be deemed to constitute a group within the meaning of Rule
13d-5(b) under the Exchange Act. As a member of a group, each reporting person may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by the members of the group as a whole.
Each person or entity who has filed a Schedule 13D with respect to the shares expressly disclaims beneficial ownership of shares held by any other Investors and of shares held individually by certain directors or executive officers of certain
Investors.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(27) | Consists of the following entities, which we will collectively refer to as the Apollo Investors for purposes of this Form 10-K/A (with the number of shares of our series
B preferred stock directly beneficially owned by such entity being indicated): Apollo Investment Fund IV, L.P., 3,746,037.640 shares; Apollo Overseas Partners IV, L.P.; Apollo Advisors IV, L.P.; Apollo Management IV, L.P.; Apollo Real Estate
Investment Fund IV, L.P., 1,873,018.090 shares; Apollo Real Estate Advisors IV, L.P.; and AIF/THL PAH LLC, 1,175,227.655 shares. Apollo Advisors IV, L.P. is the general partner of Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P.
Apollo Management IV, L.P. is the day-to-day manager of Apollo Investment Fund IV, L.P. and Apollo Overseas Partners IV, L.P. Apollo Real Estate Advisors IV, L.P. is the general partner of Apollo Real Estate Investment Fund IV, L.P. and an affiliate
of Apollo Management IV, L.P. Apollo Management IV, L.P. and THL Equity Advisors IV, LLC serve as the managers of AIF/THL PAH LLC. They share voting and dispositive power with respect to 31.25% of the securities held by AIF/THL PAH LLC and Apollo
Management IV, L.P. has the sole right to direct the voting and disposition of the remaining securities held by AIF/THL PAH LLC. By virtue of the relationships among the foregoing persons, each may be deemed to share voting and dispositive power
with respect to the shares directly beneficially owned by them. The address of each of the foregoing persons is c/o Apollo Advisors IV, L.P., Two Manhattanville Road, Purchase, New York 10577. Messrs. Black, Mack and Neibart are founding principals
of Apollo Real Estate Advisors IV, L.P., and Mr. Black is also a founding principal of Apollo Advisors IV, L.P. Each of Messrs. Black, Mack and Neibart expressly disclaims beneficial ownership of the shares held by the foregoing persons. The
foregoing information is based on the Schedule 13D filed by the foregoing persons on July 13, 1999 (with share amounts adjusted to reflect subsequent stock dividends).
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(28) | Consists of the following entities (with the number of shares of our series B preferred stock directly beneficially owned by such entity being indicated): Beacon Capital Partners,
L.P.; BCP Voting Inc., as voting trustee for the Beacon Capital Partners Voting Trust, 2,203,550.763 shares; Beacon Capital Partners, Inc.; Beacon Lodging, Inc. Beacon Capital Partners, Inc. is the general partner of Beacon Capital Partners, L.P.
BCP Voting, Inc. is a wholly-owned subsidiary of Beacon Capital Partners, Inc. Beacon Capital Partners, Inc. may be deemed the beneficial owner of the shares held by Beacon Capital Partners, L.P., BCP Voting, Inc. and Beacon Lodging, Inc. Each of
Beacon Capital Partners, L.P., BCP Voting, Inc. and Beacon Lodging, Inc. has shared voting and shared dispositive power with respect to the shares directly owned by it, and Beacon Capital Partners, Inc. has shared voting and shared dispositive power
with respect to the shares beneficially owned by it. Mr. Leventhal is Chairman of the Board and Chief Executive Officer of Beacon Capital Partners, Inc. and Messrs. Sperling and are directors of Beacon Capital Partners, Inc. and BCP Voting, Inc. The
address of Beacon Capital Partners, L.P., BCP Voting, Inc., Beacon Capital Partners, Inc. and Beacon Lodging, Inc. is c/o Beacon Capital Partners Inc., 1 Federal Street, 26th Floor, Boston, Massachusetts 02110. The foregoing information is based on
the Schedule 13D filed by the foregoing persons on July 13, 1999, as amended by Amendment No. 1 thereto filed on December 17, 1999 (with share amounts adjusted to reflect subsequent stock dividends).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(29) | Consists of the following entities and persons (with the number of shares of our series B preferred stock directly beneficially owned by such entity or person being
indicated): Thomas H. Lee Equity Fund IV, L.P., 3,747,294.248 shares; Thomas H. Lee Foreign Fund IV, L.P., 127,291.162 shares; Thomas H. Lee Foreign Fund IV-B, L.P., 363,737.744 shares; THL Equity Advisors IV, LLC; Thomas H. Lee Charitable
Investment Limited Partnership, 24,350.952 shares; Thomas H. Lee; and the following parties who are employed by or affiliated with employees of Thomas H. Lee Company: State Street Bank & Trust Company as Trustee of the 1997 Thomas H. Lee Nominee
Trust, 56,856.930 shares; David V. Harkins, 13,099.161 shares; The 1995 Harkins Gift Trust, 1,467.477 shares; Scott A. Schoen, 10,923.909 shares; C. Hunter Boll, 10,923.909 shares; Sperling Family Limited Partnership, 10,923.909 shares; Anthony J.
DiNovi, 10,923.909 shares; Thomas M. Hagerty, 10,923.909 shares; Warren C. Smith, Jr., 10,331.709 shares; Smith Family Limited Partnership, 592.188 shares; Seth W. Lawry, 4,551.263 shares; Kent R. Weldon, 3,040.429 shares; Terrence M. Mullen,
2,422.230 shares; Todd M. Abbrecht, 2,422.230 shares; Charles A. Brizius, 1,821.366 shares; Scott Jaeckel, 686.075 shares; Soren Oberg, 686.075 shares; Thomas R. Shepherd, 1,279.709
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---

| | shares; Joseph J. Incandela, 639.851 shares; Wendy L. Masler, 293.199 shares; Andrew D. Flaster, 293.199 shares; Robert Schiff Lee 1988 Irrevocable Trust,
1,100.613 shares; Stephen Zachary Lee, 1,100.613 shares; Charles W. Robins as Custodian for Jesse Lee, 733.739 shares; Charles W. Robins, 293.199 shares; James Westra, 293.199 shares; Adam A. Abramson, 183.427 shares; Joanne M. Ramos, 102.542
shares; and Wm. Matthew Kelley, 183.427 shares. The address of each of Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P., Thomas H. Lee Foreign Fund IVB, L.P., THL Equity Advisors IV, LLC, Thomas H. Lee Charitable
Investment Limited Partnership and Thomas H. Lee is c/o Thomas H. Lee Company, 75 State Street, Suite 2600, Boston, Massachusetts 02109. Information with respect to AIF/THL PAH LLC is set forth in note 27 above. THL Equity Advisors IV, LLC is the
general partner of Thomas H Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P. and Thomas H. Lee Foreign Fund IVB, L.P. Thomas H. Lee is the general partner of Thomas H. Lee Charitable Investment Limited Partnership and the managing
member of THL Equity Advisors IV, LLC. Each of Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P., Thomas H. Lee Foreign Fund IVB, L.P., Thomas H. Lee Charitable Investment Limited Partnership and the other persons set
forth above has shared voting and shared dispositive power with respect to the shares held directly by such entity or person. In addition, Mr. David V. Harkins may be deemed to share voting and dispositive power over the shares held by the Harkins
Gift Trust. The filing of the Schedule 13D is not an admission that Mr. Harkins is the beneficial owner of such shares. Mr. Warren C. Smith, Jr. may be deemed to share voting and dispositive power over the shares held by the Smith Family Limited
Partnership. The filing of the Schedule 13D is not an admission that Mr. Smith is the beneficial owner of such shares. AIF/THL PAH LLC has shared voting and shared dispositive power with respect to the shares it directly owns. THL Equity Advisors
IV, LLC may be deemed to share voting and dispositive power with respect to the shares owned directly by Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P. and Thomas H. Lee Foreign Fund IVB, L.P., and to share voting and
dispositive power with respect to 1,175,227.655 of the shares directly owned by AIF/THL PAH LLC. The filing of the Schedule 13D is not an admission that THL Equity Advisors IV, LLC is the beneficial owner of any such shares. Mr. Thomas H. Lee may be
deemed to share voting and dispositive power with respect to the shares beneficially owned by THL Equity Advisors IV, LLC and Thomas H. Lee Charitable Investment Limited Partnership. The filing of the Schedule 13D is not an admission that Mr. Lee is
the beneficial owner of any such shares. Each of the foregoing persons expressly disclaims beneficial ownership of shares held by any other Investors or of shares held individually by certain directors or executive officers of certain of the
Investors. The foregoing information is based on the Schedule 13D filed by the foregoing persons on July 12, 1999 (with share amounts adjusted to reflect subsequent stock dividends).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(30) | Based on Schedule 13D filed by Chase Equity Associates, L.P. on July 13, 1999, as amended by Amendment No. 1 thereto filed on February 14, 2000 (with share amount adjusted to
reflect subsequent stock dividends). The address of Chase Equity Associates, L.P. is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(31) | Consists of the following entities (with the number of shares of our series B preferred stock directly beneficially owned by such entity indicated): CMS Co-Investment
Subpartnership, 103,712.946 shares; CMS Diversified Partners, L.P., 3,524.296 shares; CMS Co-Investment Partners, L.P.; CMS Co-Investment Partners I-Q, L.P.; CMS Co-Investment Associates, L.P.; CMS 1997 Investment Partners, L.P.; CMS/DP Associates,
L.P.; MSPS Co-Investment, Inc.; CMS 1997, Inc.; MSPS/DP, Inc.; and CMS 1995, Inc. CMS Co-Investment Subpartnership is a general partnership whose partners are CMS Co-Investment Partners, L.P. and CMS CoInvestment Partners I-Q, L.P. CMS
Associates, L.P. and CMS 1997 Investment Partners, L.P. serve as the general partners of CMS Co-Investment Partners, L.P. and CMS Co-Investment Partners I-Q, L.P. The sole general partner of CMS CoInvestment Associates, L.P. is MSPS
Co-Investment, Inc. and the sole general partner of CMS 1997 Investment Partners, L.P. is CMS 1997, Inc. The address of each of the foregoing persons is c/o CMS Affiliated Partnerships, Two Bala Plaza, 333 City Line Avenue, Suite 300, Bala Cynwyd,
Pennsylvania 19004. CMS Co-Investment Subpartnership has sole voting and dispositive power with respect to the shares that it directly owns, but CMS Co-Investment Subpartnership, CMS Co-Investment, L.P., CMS CoInvestment I-Q, L.P., CMS
CoInvestment Associates, L.P. and CMS 1997 Investment Partners, L.P. may be deemed to share voting and dispositive power with respect to such shares and the shares owned directly by CMS Diversified Partners, L.P. CMS Diversified Partners, L.P.
has sole voting and dispositive power with respect to the shares that it directly owns, but CMS Diversified Partners, L.P., CMS/DP Associates, L.P. and CMS 1997 Investment Partners, L.P. may be deemed to share voting and dispositive power with
respect to such shares and the shares owned directly by CMS Co-Investment Subpartnership. The foregoing information is based on the Schedule 13D filed by the foregoing persons on July 12, 1999 (with share amounts adjusted to reflect subsequent stock
dividends).
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(32) | Consists of the following entities and persons (with the number of shares of our series B preferred stock directly beneficially owned by such entity or person
indicated): CKE Associates LLC, 14,689.430 shares; The Ovitz Family Limited Partnership; The Michael and Judy Ovitz Revocable Trust; and Michael S. Ovitz. The Ovitz Family Limited Partnership is the managing member of CKE Associates LLC and The
Michael and Judy Ovitz Revocable Trust is the general partner of The Ovitz Family Limited Partnership. Mr. Ovitz and his wife, Judy L. Ovitz, serve as the trustees of The Michael and Judy Ovitz Revocable Trust. CKE Associates LLC has shared voting
and dispositive power with respect to the shares directly owned by it and each of The Ovitz Family Limited Partnership, The Michael and Judy Ovitz Revocable Trust and Mr. Ovitz may be deemed to share voting and dispositive power with respect to such
shares. The address of each of the foregoing persons is c/o Dreyer, Edmonds & Associates, 335 South Grand Avenue, Suite
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---

| | 4150, Los Angeles, California 90071. The foregoing is based on the Schedule 13D filed by the foregoing persons on July 13, 1999 (with share amounts adjusted
to reflect subsequent stock dividends).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(33) | Based on the Schedule 13D filed on July 12, 1999 by PW Hotel I, LLC and PaineWebber Capital, Inc. (with share amounts adjusted to reflect subsequent stock dividends), each of whose
address is 1285 Avenue of the Americas, New York, New York 10019. PW Hotel I, LLC has direct beneficial ownership of 367,257.733 shares of our series B preferred stock. PaineWebber Capital, Inc. is the managing member of PW Hotel I, LLC. PaineWebber
Capital, Inc. and PW Hotel I, LLC share voting and dispositive power with respect to such shares.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(34) | Consists of the following entities and persons (with the number of shares of our series B preferred stock directly owned by such entity or person being indicated): Guayacan Private
Equity Fund Limited Partnership, 14,689.430 shares; Advent-Morro Equity Partners, Inc.; Venture Management, Inc.; and Cyril L. Meduna. The general partner of Guayacan Private Equity Fund Limited Partnership is AdventMorro Equity Partners,
Inc., which is controlled by Venture Management, Inc., which in turn is wholly-owned by Mr. Meduna. By virtue of the relationship among these parties, each may be deemed to share beneficial ownership of the shares owned by Guayacan Private Equity
Fund Limited. The address of each of the foregoing persons is c/o Advent-Morro Partners, Banco Popular Building, Suite 903, 206 Calle of PNC Bancorp, Inc. Tetuan, San Juan, Puerto Rico 00902. The foregoing information is based on the Schedule 13D
filed by the foregoing persons on July 13, 1999 (with share amounts adjusted to reflect subsequent stock dividends).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(35) | Consists of the following entities (with the number of shares of our series B preferred stock directly beneficially owned by such entity being indicated): Strategic Real Estate
Investments I, L.L.C., 367,257.733 shares; Lend Lease Real Estate Investments, Inc.; and Rosen Consulting Group, Inc. The address of Strategic Real Estate Investments, I, L.L.C. and Rosen Consulting Group, Inc. is 1995 University Avenue, Suite 550,
Berkeley, California 94704, and the address of Lend Lease Real Estate Investments, Inc. is 3424 Peachtree Road, Suite 800, Atlanta, Georgia 30326. Strategic Real Estate Investments I, L.L.C. has shared voting and dispositive power with respect to
the shares directly owned by it. Each of the foregoing persons expressly disclaims beneficial ownership of any shares not held directly by it. The foregoing share amount does not include 1,096,799 shares of our class A common stock that are managed
by Lend Lease Rosen Real Estate Securities, Inc. for its clients. Mr. Kenneth T. Rosen, a Manager of Strategic Real Estate Investments I, L.L.C., is also Chief Executive Officer of Lend Lease Rosen Real Estate Securities, Inc. The foregoing
information is based on the Schedule 13D filed by the foregoing persons on July 12, 1999 (with share amounts adjusted to reflect subsequent stock dividends).
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(36) | Based on the Schedule 13D filed on July 14, 1999 by The Bonnybrook Trust, The Franklin Trust and The Dartmouth Trust (with share amounts adjusted to reflect subsequent stock
dividends). The Bonnybrook Trust is the direct beneficial owner of 10,282.598 shares of our series B preferred stock; The Franklin Trust is the direct beneficial owner of 7,344.710 shares of our series B preferred stock; and The Dartmouth Trust is
the direct beneficial owner of 14,689.430 shares of our series B preferred stock. The address of each of the foregoing persons is c/o The Beacon Companies, 2 Oliver Street, Boston, Massachusetts 02110. Alan M. Leventhal, one of our directors, is a
trustee of each of the foregoing persons.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Effective June 30, 1999, we consummated a restructuring that included the purchase of shares of our series B preferred stock by the Investors. As of the record date, there were 14,690,307.688 shares of our series B preferred stock
outstanding. The Investors are entitled to vote their shares of our series B preferred stock on all matters voted on by the holders of our capital stock, except that special rules apply in the case of the election of our directors as described
elsewhere in this proxy statement. Each share of our series B preferred stock held by the Investors entitles the holder to cast the same number of votes as the holder would have been able to cast if its shares were converted into shares of our
class B common stock. On this as converted basis, the Investors held as of the record date approximately 50.2% of the voting power of our capital stock. A portion of the dividends paid to the Investors on their series B preferred stock
is paid in additional shares of series B preferred stock. In addition, pursuant to the terms of a waiver we received from the lenders under our senior credit facility and our increasing rate loans facility in September 2001 and due to certain
restrictions contained in subsequent amendments to such facilities, we are prohibited from paying the cash portion of the dividends on our series B preferred stock. Consequently, since October 1, 2001, we have been accruing and paying on a quarterly
basis additional dividends in shares of our series B preferred stock at the annual rate of 2% due to our failure to pay such cash dividends. Assuming we issue no other voting shares and assuming we continue to pay additional dividends in shares of
our series B preferred stock as described above, the as converted voting power of the Investors would rise to approximately 53.7% by June 30, 2005.





---

PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
|-------- | -----------------------------------------------------------------



(a)(3) List of Exhibits filed with this Form 10-K/A



EXHIBIT INDEX



|               |  |                                                                                                    
|-------------- |  | ---------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description Of Exhibit                                                                             
|31.1           |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|31.2           |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*



|* | Filed herewith.
|- | ---------------





---

SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.



WYNDHAM INTERNATIONAL, INC.By:

/s/ FRED J. KLEISNERFred J. Kleisner Chairman of the Board and Chief Executive Officer




Dated: May 27, 2004



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.



|                                        |  |                                                                                                   |  |             
|--------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | ------------
|Signature                               |  | Capacities in which signed                                                                        |  | Date        
|                                        |  |                                                                                                  
|/s/ FRED J. KLEISNERFred J. Kleisner    |  | Chairman of the Board and Chief Executive Officer (principal executive officer)                   |  | May 27, 2004
|                                        |  |                                                                                                  
|/s/ RICHARD A. SMITHRichard A. Smith    |  | Executive Vice President and Chief Financial Officer (principal financial and accounting officer) |  | May 27, 2004
|                                        |  |                                                                                                  
|/s/ KARIM ALIBHAI*Karim Alibhai         |  | Director                                                                                          |  | May 27, 2004
|                                        |  |                                                                                                  
|/s/ MARC A. BEILINSON*Marc A. Beilinson |  | Director                                                                                          |  | May 27, 2004
|                                        |  |                                                                                                  
|/s/ LEONARD BOXER*Leonard Boxer         |  | Director                                                                                          |  | May 27, 2004
|                                        |  |                                                                                                  
|/s/ LEON D. BLACK*Leon D. Black         |  | Director                                                                                          |  | May 27, 2004
|                                        |  |                                                                                                  
|/s/ ADELA CEPEDA*Adela Cepeda           |  | Director                                                                                          |  | May 27, 2004
|                                        |  |                                                                                                  
|/s/ MILTON FINE*Milton Fine             |  | Director                                                                                          |  | May 27, 2004
|                                        |  |                                                                                                  
|/s/ PAUL FRIBOURG*Paul Fribourg         |  | Director                                                                                          |  | May 27, 2004
|                                        |  |                                                                                                  
|/s/ THOMAS H. LEE*Thomas H. Lee         |  | Director                                                                                          |  | May 27, 2004





---

|                                          |  |          |  |             
|----------------------------------------- |  | -------- |  | ------------
|                                          |  |         
|/s/ ALAN M. LEVENTHAL*Alan M. Leventhal   |  | Director |  | May 27, 2004
|                                          |  |         
|/s/ WILLIAM MACK*William Mack             |  | Director |  | May 27, 2004
|                                          |  |         
|/s/ LEE S. NEIBART*Lee S. Neibart         |  | Director |  | May 27, 2004
|                                          |  |         
|/s/ MARC J. ROWAN*Marc J. Rowan           |  | Director |  | May 27, 2004
|                                          |  |         
|/s/ ROLF E. RUHFUS*Rolf E. Ruhfus         |  | Director |  | May 27, 2004
|                                          |  |         
|/s/ LAWRENCE J. RUISILawrence J. Ruisi    |  | Director |  | May 27, 2004
|                                          |  |         
|/s/ SCOTT A. SCHOEN*Scott A. Schoen       |  | Director |  | May 27, 2004
|                                          |  |         
|/s/ SCOTT M. SPERLING*Scott M. Sperling   |  | Director |  | May 27, 2004
|                                          |  |         
|/s/ LYNN C. SWANN*Lynn C. Swann           |  | Director |  | May 27, 2004
|                                          |  |         
|/s/ SHERWOOD M. WEISER*Sherwood M. Weiser |  | Director |  | May 27, 2004
|                                          |  |         
|*By Fred J. Kleisner, Attorney-in-Fact    |  |          |  |             





---

EXHIBIT INDEX



|               |  |                                                                                                    
|-------------- |  | ---------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description Of Exhibit                                                                             
|31.1           |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|31.2           |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*



|* | Filed herewith.
|- | ---------------