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                                                                  Exhibit 10.7

                              AMENDMENT TO AGREEMENTS

               THIS AMENDMENT TO AGREEMENTS (this "Amendment") is made and 
entered into as of this 14th day of August, 1998 by and among Patriot 
American Hospitality, Inc. (the "REIT"), Wyndham International, Inc. (the 
"OPCO") (the REIT and the OPCO, each a "Company" and collectively, the 
"Companies"), and NationsBanc Mortgage Capital Corporation (the "Purchaser").

                                     RECITALS:

               A .  As of February 26, 1998 the Companies and NMS Services, 
Inc., a subsidiary of NationsBank Corporation (the "Original Purchaser"), 
through its agent NationsBanc Montgomery Securities LLC, entered into (i) a 
Purchase Agreement (the "Purchase Agreement") pursuant to which, among other 
things, the Companies sold to Original Purchaser 4,900,000 paired shares of 
stock (referred to herein and in the Purchase Agreement as the "Purchase 
Shares") of the companies on February 27, 1998, and (ii) a Purchase Price 
Adjustment Mechanism, including an ISDA Master Agreement and the Schedules 
thereto (the "Purchase Price Adjustment Mechanism") which provides for, among 
other things,  adjustments to the purchase price paid for the Purchase Shares 
as more particularly described therein.  Capitalized terms used in this 
Amendment and not otherwise defined herein shall have the meanings given such 
terms in the Purchase Price Adjustment Mechanism, or, if not defined in the 
Purchase Price Adjustment Mechanism, in the Purchase Agreement.

               B.    As of July 31, 1998 Original Purchaser and the Purchaser 
entered into a certain Transfer and Assignment Agreement pursuant to the 
terms of which, among other things, Original Purchaser transferred and 
assigned to the Purchaser all of the Purchase Shares and all of Original 
Purchaser's rights and obligations under the Purchase Agreement and the 
Purchase Price Adjustment Mechanism and Purchaser assumed all of such rights 
and obligations.

               C.   The Companies have requested that the Purchaser amend the 
Purchase Price Adjustment Mechanism in certain respects and the Purchaser has 
agreed to do so on the terms and subject to the conditions set forth in this 
Amendment.

               NOW THEREFORE, in consideration of the premises, the sum of 

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Ten Dollars ($10.00) in hand paid by the Companies and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged and
confessed by the Purchaser, the Companies and the Purchaser do hereby agree as
follows:

               1.   Rights to Unwind.   In consideration of the agreements 
made by the Companies in this Amendment, the Purchaser hereby agrees that it 
will not require a settlement pursuant to Section III of the Purchase Price 
Adjustment Mechanism as a consequence of any Mandatory Unwind Event described 
in paragraph  (i) or subparagraph (ii)(4) of the provisions entitled 
"Mandatory Unwind Event" of Section VI of the Purchase Price Adjustment 
Agreement (any Mandatory Unwind Events described in such paragraph (i) and 
subparagraph (ii)(4) are collectively referred to herein as "Price Decline 
Unwind Event") that occurs on or before October 15, 1998.  Any Price Decline 
Unwind Event that occurs on or after the October 15, 1998 shall be governed 
by the Purchase Price Adjustment Mechanism, as amended by this Amendment.  
The agreements in this Section 1 do not apply to any Mandatory Unwind Event 
other than a Price Decline Unwind Event.

               2.  Additional Mandatory Unwind Event.   In addition to the 
events described in subparagraphs (1), (2), and (3) of paragraph (ii) of the 
provisions entitled "Mandatory Unwind Event" in Section VI of the Purchase 
Price Adjustment Mechanism, the following event occurring after the date of 
this Amendment shall also constitute a Mandatory Unwind Event under the 
Purchase Price Adjustment Mechanism:

              (5) The sale, lease, conveyance or transfer of any one or more 
              the hotels listed on Exhibit A attached hereto and made a part 
              hereof for all purposes (the "Listed Hotels") or the granting of 
              a deed of trust, mortgage or other similar encumbrance securing 
              any indebtedness covering any of the Listed Hotels, except (i) in
              connection with the consummation of a transaction in which the 
              net proceeds of such transaction are being applied in whole or 
              in part to effect a complete and final Physical Settlement in 
              accordance with Section III.B of the Purchase Price Adjustment 
              Mechanism, or (ii) a transaction between or among the Companies 
              and their affiliates that does not have a material adverse effect
              on the assets of the Companies determined on a consolidated basis.

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The foregoing additional Mandatory Unwind Event is not a Price Decline Unwind 
Event.

               3.  Agreement to File Registration Statements.   In 
consideration for the Purchaser's agreement to enter into this Amendment, the 
Companies hereby covenant and agree to (i) immediately commence the 
preparation of Registration Statements (as defined in the Purchase Agreement) 
that meet the requirements of Section 7 of the Purchase Agreement and Section 
III.A.4 of the Purchase Price Adjustment Mechanism (except that, if required 
by the Securities and Exchange Commission (the "SEC") such Registration 
Statements shall register the sale of Shares by the Companies through the 
Purchaser or its affiliates, as agent, rather than the resale of Shares by 
the Purchaser or its affiliates) and to complete such preparation and 
thereafter file such Registration Statements with the SEC and take all other 
action that is necessary or prudent to assure that the Purchaser (or any 
affiliate of the Purchaser designated by the Purchaser) will be able to sell 
all of the Shares in its possession without further registration under the 
Securities Act of 1933 at any time on or after the October 15, 1998 (any such 
registration is referred to as a "Valid Registration"), (ii) fully comply 
with all of their respective obligations under the Purchase Agreement and the 
Purchase Price Adjustment Mechanism in respect of the Registration Statements 
so as to permit Purchaser (or its designated affiliate) to sell the Shares 
any time after the October 15, 1998, and (iii) waive all requirements in the 
Purchase Agreement and the Purchase Price Adjustment Mechanism that the 
Purchaser make a written request or demand as a condition to the Companies' 
obligation to prepare or file a registration statement regarding the Shares 
and agreements that the Companies are entitled to 60 days (or any other time 
period) advance notice before the Companies are required to prepare or file a 
registration statement regarding the Shares.

               4.  Pending Transactions.  The Companies have advised the 
Purchaser that the Companies and a third party (the "Third Party") are 
currently engaged in negotiations regarding certain transactions related to 
the Listed Hotels (such transactions are referred to herein collectively as 
the "Pending Transactions"), pursuant to which the Third Party would provide 
certain financing to the Companies secured by mortgages encumbering the 
Listed Hotels and the Companies would subsequently transfer ownership of the 
Listed Hotels to a business association between the Third Party and


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the Companies or entities affiliated with the Companies. The Companies 
hereby covenant and agree that contemporaneously with the consummation of any 
aspect of the Pending Transactions in which the Companies or either of them 
receives cash (in connection with any financing, transfer or otherwise), 
settlement of the Transaction shall occur and that the Companies shall apply  
proceeds from the Pending Transactions (after the payment of normal and 
customary closing costs and any indebtedness encumbering the Listed Hotels on 
the date hereof) to the extent necessary to accomplish a full and final 
Physical Settlement of the Transaction. The Companies shall use commercially 
reasonable efforts to consummate the Pending Transactions on or before 
October 15, 1998.

               5.   Pledge of Additional Shares. A. Contemporaneously with 
the execution and delivery of this Amendment, the Companies hereby 
irrevocably and unconditionally pledge, grant, assign, hypothecate and 
transfer to the Purchaser, a first and prior pledge and security interest in 
2,375,000 Paired Shares and all proceeds thereof, and any increase and 
profits received therefrom and, to the extent provided Section 5D below, 
Dividends (as defined below), and all security entitlements in respect of the 
foregoing (such Paired Shares are in addition to the Purchase Shares and are 
hereinafter referred to as the "Collateral Shares"). This Section 5 creates a 
security interest in the Collateral Shares to secure the payment and 
performance of any and all obligations now or hereafter existing of the 
Companies under the Purchase Agreement, the Purchase Price Adjustment 
Mechanism and this Amendment (collectively, the "Obligations"). Upon the 
occurrence of a Default (as defined below), in addition to any and all other 
rights and remedies which the Purchaser may then have hereunder, under 
applicable laws or otherwise, the Purchaser at its option may, subject to any 
limitation or restriction imposed by any applicable laws, (i) foreclose or 
otherwise enforce its security interest in all or any part of the Collateral 
Shares by any available judicial procedure; (ii) sell or otherwise dispose 
of, at the office of the Purchaser, all or any part of the Collateral Shares, 
and any such sale or other disposition shall be in accordance with applicable 
laws, and may be as a unit or in parcels, by public or private proceedings, 
and by way of one or more contracts (it being agreed that the sale of any 
part of the Collateral Shares shall not exhaust the Purchaser's power of 
sale, but sales may be made from time to time until all of the Collateral 
Shares have been sold or until the Obligations have been performed and paid 
in full), and at 

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any such sale it shall not be necessary to exhibit the Collateral Shares; 
(iii) at its discretion, retain the Collateral Shares in satisfaction of the 
Obligations whenever the circumstances are such that the Purchaser is 
entitled to do so under applicable laws; (iv) apply by appropriate judicial 
proceedings for appointment of a receiver for the Collateral Shares, or any 
part thereof, and the Companies  hereby consent to any appointment; (v) buy 
the Collateral Shares at any public sale; and (vi) buy the Collateral Shares 
at any private sale, subject to any restrictions imposed by applicable laws. 
The Companies agree that, if notice is required to be given by applicable 
laws, two days' advance written notice shall constitute reasonable notice.  
The Purchaser shall apply the proceeds of any collection, sale, disposition 
or other realization upon any Collateral Shares as follows:

               First, to the payment of the reasonable costs and expenses of 
    such collection, sale, disposition, or other realization, including 
    reasonable out-of-pocket costs and expenses of the Purchaser and the 
    reasonable fees and expenses of its agents and counsel;

               Next, to the payment of the Obligations; and

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

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

               B.   The Companies recognize that if a Default occurs prior to 
a Valid Registration becoming effective, the Purchaser may be unable to 
effect a public sale of any or all of the Collateral Shares by reason of 
certain prohibitions contained in the Securities Act of 1933, as amended (the 
"Securities Act") and applicable state securities laws, and may be compelled 
to resort to one or more private sales thereof. The Companies acknowledge and 
agree that the Purchaser shall have the right to sell the Collateral Shares 
at a private sale and any such private sale may result in prices and other 
terms less favorable to the seller than if such sale were a public sale.  The 
Purchaser shall be under no obligation to delay a sale of any of the 
Collateral Shares until a 

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Valid Registration is in effect.  The Companies hereby agree (i) that in the 
event the Purchaser shall, upon any Default, sell the Collateral Shares or 
any portion thereof, at a private sale or sales, the Purchaser shall have the 
right to rely upon the advice and opinion of a member of a nationally 
recognized investment banking firm acceptable to the Purchaser (which may be 
NationsBanc Montgomery Securities LLC, an affiliate of the Purchaser), as to 
the best price reasonably obtainable upon such a private sale thereof, and 
(ii) in the absence of fraud, wilful misconduct and gross negligence, that 
such reliance shall be conclusive evidence that the Purchaser handled such 
matter in a commercially reasonable manner under the Uniform Commercial Code.

               C.  Notwithstanding the provisions of Section IV of the 
Purchase Price Adjustment Mechanism entitled "Interim Net Stock Settlement",  
there shall be no requirement to deliver Paired Shares or Treasury Notes on  
the Interim Settlement Date scheduled to occur on August 26, 1998.

               D.   All dividends and other distributions in respect of the 
Collateral Shares (collectively, "Dividends") that become payable during a 
Compliance Period (as defined below) shall belong to the Companies, and all 
dividends and other distributions in respect of the Collateral Shares that 
become payable during any period other than a Compliance Period shall be 
delivered to the Purchaser and held as security for the Obligations.  The 
term "Compliance Period" means any period of time after the date hereof when 
(i) no Default has occurred and is continuing, and (ii) the  Daily Average 
Price on the Relevant Exchange of all of the Purchase Shares and all of the 
Collateral Shares is equal to or greater than 125% of the amount that would 
be payable to the Purchaser on the relevant date if a final and complete 
Physical Settlement was occurring on such date.

               E.    The Companies shall not be obligated to pay a placement 
fee to the Purchaser or an affiliate of the Purchaser with respect to the 
Collateral Shares.
               

               6.  Amendment of Maturity Date.  The Maturity Date is hereby 
amended to be the date that is the first to occur of (i) the date of the 
consummation of the Pending Transactions, or (ii) five days after the date 
the Purchaser gives written notice to the Companies that a Default (as 
defined below) has occurred, or (iii) February 

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26, 1999.

               7.  Final Settlement.  The Companies shall have the right to 
elect any settlement method permitted by Section III.B., III.C. or III.D. of 
the Purchase Price Adjustment Mechanism with respect to the final settlement 
to occur on the Maturity Date; provided, however, the Companies' right to 
elect Stock Settlement (III.C. of the Purchase Price Adjustment Mechanism) or 
Net Stock Settlement (III.D. of the Purchase Price Adjustment Mechanism) or 
to deliver Paired Shares in satisfaction of their obligations under III.E.6. 
of the Purchase Price Adjustment Mechanism) is conditioned upon the 
satisfaction of the following conditions precedent on the Maturity Date:

               (i) No Default shall have occurred and be continuing;

               (ii) The Daily Average Price on the Relevant Exchange of the 
               Paired Shares shall be equal to or greater than the highest 
               Mandatory Unwind Threshold;

               (iii) A Valid Registration shall be in effect; and

               (iv) All other requirements set forth in Section III.A.4. of the 
               Purchase Price Adjustment Mechanism and Section 7 of the Purchase
               Agreement shall have been complied with and satisfied.

If the foregoing conditions precedent have not been satisfied or waived in 
writing by Purchaser on  the Maturity Date, the Companies will be deemed to 
have elected Physical Settlement (and the conditions precedent to a Physical 
Settlement described in Section VI of the Purchase Price Adjustment Mechanism 
is hereby waived as to such Physical Settlement).  In the event the foregoing 
conditions precedent have been satisfied and the Companies elect a Stock 
Settlement or a Net Stock Settlement, the Companies may include some or all 
of the Collateral Shares in the number of Paired Shares or Net Stock 
Settlement Shares, as the case may be, the Companies are obligated to deliver 
to the Purchaser to effect such settlement.  Upon a final settlement that is 
accomplished through any of the settlement methods described in Section 
III.B., III.C. and III.D. of the Purchase Price Adjustment Mechanism, the 
Purchaser shall return to the Companies any of the Collateral Shares that are 
not delivered to the Purchaser to accomplish the 

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settlement in accordance with the applicable settlement method. 

            8. Default. The following events shall constitute a "Default" by 
the Companies:

               (i) The Companies shall fail to timely complete and file and 
    cause to be effective with the SEC a Valid Registration on or before the 
    October 15, 1998;

               (ii) The Companies shall fail to settle the Transaction on the 
    Maturity Date in accordance with the Purchase Price Adjustment Mechanism, 
    as modified by this Amendment; or

               (iii) The occurrence of any event described in clauses 
    (1)(defaults involving the Companies's Specified Indebtedness), 
    (2)(acceleration of Specified Indebtedness) or (3)(Bankruptcy or 
    Insolvency) of the provisions entitled "Mandatory Unwind Event" of 
    subparagraph (ii) of  Section VI of the Purchase Price Adjustment 
    Mechanism; or

               (iv) The occurrence of the Mandatory Unwind Event described in 
    Section 2 above; or

               (v) The Third Party declares that the Companies are in default 
    of their obligations to the Third Party in respect of the Pending 
    Transactions and such default is not cured within any applicable notice, 
    grace or cure periods, if any.

           9.  Rights of Purchaser Upon Default.  If a Default occurs, the 
Purchaser shall have the right to pursue all remedies at law and in equity, 
including specifically, the right to immediately sell all of the Purchase 
Shares in its possession and/or to foreclose the security interest granted in 
Section 5 in respect of the Collateral Shares.  Without limiting the 
generality of the foregoing, if on the date of a Default (a) there is not in 
effect a Valid Registration, or (b) the Companies are not in full compliance 
with their respective obligations and covenants in Section 7 of the Purchase 
Agreement, then,  in such event, the Purchaser may sell the Shares in one or 
more negotiated private sales to the extent and in the manner permitted by 
applicable state and federal securities laws.  In the event a Default occurs, 
the Companies hereby waive any requirement (and any related covenant) in the 
Purchase Agreement or the Purchase Price Adjustment 

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Mechanism that (i) the Purchaser make a  request or demand for the Companies 
to prepare, file or make effective a  registration statement in respect of 
the Shares, (ii) entitles the Companies to any period of time after such 
written request or demand to make effective a resale registration statement, 
or (iii) requires the Purchaser to defer selling the Shares until a 
Registration Statement has been prepared and filed in accordance with the 
Securities Act of 1933; provided, however, the foregoing waivers are for the 
benefit of the Purchaser and such waiver shall not excuse the Companies from 
the obligation to perform each covenant and agreement of the Companies under 
the Purchase Agreement, the Purchase Price Adjustment Mechanism and this 
Amendment unless the Purchaser agrees otherwise in writing.  If a Default 
occurs, the Companies shall immediately pay to the Purchaser the difference 
between the amount the Purchaser would have been paid upon a Physical 
Settlement on the Maturity Date if the Companies had fully performed their 
obligations relating to such Physical Settlement pursuant to the Purchase 
Price Adjustment Mechanism, as amended by this Amendment (the "Full 
Settlement Amount"), and the amount the Purchaser actually received from the 
sale of the Shares; provided, however, if the Purchaser is unable to sell the 
Shares because of any act or omission of the Companies (including without 
limitation, any injunction, automatic stay or other legal impediment) or 
because the Purchaser was unable locate a buyer for the Shares after meeting 
the requirements of applicable laws regarding a private sale, and the 
Companies shall pay to the Purchaser the Full Settlement Amount within five 
days after written demand by the Purchaser.  If and to the extent the 
Purchaser is paid in full for all amounts owed to the Purchaser by the 
Companies under the Purchase Agreement, the Purchase Price Adjustment 
Mechanism and this Amendment, the Purchaser agrees to release the security 
interests in any of the Collateral Shares that have not been foreclosed and 
to deliver to the Companies any Purchase Shares not previously sold and any 
Dividends delivered to the Purchaser and not applied against the Obligations. 
 If no Valid Registration is in effect on the date the Purchaser is permitted 
to sell the Shares the Purchaser shall have no liability to the Companies 
with respect to the amount realized by the Purchaser as a consequence of 
selling the Shares at one or more private sales or any diminution in the 
value of the Shares as a consequence of such private sales.      

               10.  Reaffirmation of Representations; Indemnifications.  The 
Companies hereby confirm and reaffirm to the Purchaser all the 

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representations and warranties made by the Companies, or either of them, 
under or pursuant to the Purchase Agreement and the Purchase Price Adjustment 
Mechanism are true and correct on the date hereof.  The indemnification 
obligations of the Companies under Section 7(e)(i) of the Purchase Agreement 
is intended to include and apply to any registration statement and related 
documents that are described in this Amendment.

               11.  Further Assurances.  The Companies acknowledge that the 
Purchaser (i) is entering into this Amendment without the opportunity to 
conduct any independent investigation or due diligence with respect to the 
Hotels and (ii) to minimize the cost to the Companies associated with the 
Purchaser's agreement to take such additional collateral, is relying on the 
truth and accuracy of the  representations and warranties of the Companies to 
the Purchaser regarding the Hotels.  In addition, the Companies will, on 
request of the Purchaser, (a) execute, acknowledge, deliver, procure and 
record and/or file such further instruments (including, without limitation, 
further deeds of trust, security agreements, financing statements, and 
continuation statements) and do such further acts as, in Purchaser's opinion, 
are necessary to carry out more effectively the purposes of this Amendment; 
(b) execute, acknowledge, deliver, procure and file and/or record any 
document or instrument (including specifically any financing statement) 
deemed advisable by the Purchaser to protect the  the security interest 
herein granted against the rights or interests of third persons; (c) provide 
such information, reports, surveys, title commitments, market studies, 
franchise agreements, books, ledgers and instruments and any other 
information relating to the use, operation or value of the Listed Hotels, 
permit the Purchaser and its agents and consultants to conduct such 
inspections and investigations as the Purchaser deems necessary or 
appropriate, and do such further acts as may be necessary, desirable or 
proper in the reasonable determination of the Purchaser to enable the 
Purchaser to carry out normal and customary due diligence regarding the 
Listed Hotels; (d) keep the Purchaser fully apprised on a regular basis as to 
the status of the Pending Transactions and provide to the Purchaser copies of 
the purchase and sale agreement and, if applicable, those  other documents 
which contain the essential terms of the Pending Transactions; and (e) the 
Purchaser may notify the Third Party of the covenants and agreements of the 
Companies relating to the Pending Transactions contained in this Amendment.

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                12.  Inducement.  The Companies acknowledge that the 
covenants and undertakings of the Companies in this Amendment are material 
inducements to the Purchaser's agreement to enter into this Amendment and 
that but for such covenants and undertakings,  the Purchaser would not enter 
into this Amendment.

               13.  Counterparts.  This Amendment has been executed in 
several counterparts, all of which are identical, and all of which 
counterparts together shall constitute one and the same instrument. 
 
               14.  Time of Essence.  Time shall be of the essence in this 
Amendment with respect to all of the parties' obligations hereunder and under 
the Purchase Price Adjustment Mechanism.

               15.  Amendment.  This Amendment amends the Purchase Agreement 
and the Purchase Price Adjustment Mechanism, each of which, as amended by 
this Amendment, is hereby ratified and reaffirmed and declared to be in full 
force and effect.

               IN WITNESS WHEREOF, the parties hereto have caused this 
Amendment to be executed by their duly authorized representatives as of the 
day and year first above written.

                                    PATRIOT AMERICAN HOSPITALITY, INC.


                                    By: __________________________________

                                    Name: ________________________________

                                    Title: _______________________________


                                    WYNDHAM INTERNATIONAL, INC.


                                    By: __________________________________

                                    Name: ________________________________

                                    Title: _______________________________


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                                    NATIONSBANC MORTGAGE CAPITAL CORPORATION


                                    By: __________________________________

                                    Name: ________________________________

                                    Title: _________________________________

                                    DOCSC\660174.1