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                                                                     EXHIBIT 3.1

                         CRESTLINE CAPITAL CORPORATION

                             ARTICLES OF AMENDMENT

  CRESTLINE CAPITAL CORPORATION, a Maryland corporation, having its principal
office in Montgomery County, Maryland (which is hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

  FIRST: The Corporation hereby effects a reverse stock split by changing and
reclassifying each 100 shares of Common Stock, par value $.01 per share, of the
Corporation, which is issued and outstanding at 6:00 p.m. on the effective date
of this amendment, into one share of such Common Stock, par value $.01 per
share.

  Fractional shares held by record stockholders who as a result of the reverse
split hold less than one share will be converted into the right to receive the
fair value of such fractional interests as determined by the Board of Directors
of the Corporation.

  SECOND: The amendment does not increase the authorized stock of the
Corporation.

  THIRD: The foregoing amendment to the Charter and reduction in the stated
capital of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation.

  FOURTH: The foregoing amendment to the Charter will become effective at 6:00
p.m. New York time on June 23, 2000.

  IN WITNESS WHEREOF, Crestline Capital Corporation has caused these presents
to be signed in its name and on its behalf by its Senior Vice President, and
witnessed by its Assistant Secretary on June 19, 2000.

WITNESS:                                  CRESTLINE CAPITAL CORPORATION

/s/ Maritza Cordero                       By: /s/ Tracy M.J. Colden
------------------------------                -----------------------------
    Assistant Secretary                          Senior Vice President


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  THE UNDERSIGNED, Senior Vice President of Crestline Capital Corporation, who
executed on behalf of the Corporation the foregoing Articles of Amendment of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of said Corporation the foregoing Articles of Amendment to be the
corporate act of said Corporation and hereby certifies that to the best of her
knowledge, information, and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.

                                          /s/ Tracy M.J. Colden
                                          ---------------------------------
                                                  Senior Vice President


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                         CRESTLINE CAPITAL CORPORATION

                             ARTICLES OF AMENDMENT

  CRESTLINE CAPITAL CORPORATION, a Maryland corporation, having its principal
office in Montgomery County, Maryland (which is hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

  FIRST: The Corporation hereby effects a forward stock split by changing and
reclassifying each 1 share of Common Stock, par value $.01 per share, of the
Corporation, which is issued and outstanding at 6:01 p.m., New York time, on
the effective date of this amendment, into 100 shares of such Common Stock, par
value $.01 per share.

  SECOND: The amendment does not increase the authorized stock of the
Corporation.

  THIRD: The foregoing amendment to the Charter and increase in the stated
capital of the Corporation has been advised by the Board of Directors and
approved by the stockholders of the Corporation.

  FOURTH: The foregoing amendment to the Charter will become effective at 6:01
p.m., New York time on June 23, 2000.

  IN WITNESS WHEREOF, Crestline Capital Corporation has caused these presents
to be signed in its name and on its behalf by its Senior Vice President, and
witnessed by its Assistant Secretary on June 19, 2000.

WITNESS:                                  CRESTLINE CAPITAL CORPORATION

/s/ Maritza Cordero                       By: /s/ Tracy M.J. Colden
----------------------------                  -------------------------------
   Assistant Secretary                            Senior Vice President


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  THE UNDERSIGNED, Senior Vice President of Crestline Capital Corporation, who
executed on behalf of the Corporation the foregoing Articles of Amendment of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of said Corporation the foregoing Articles of Amendment to be the
corporate act of said Corporation and hereby certifies that to the best of her
knowledge, information, and belief the matters and facts set forth therein with
respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.



                                          /s/ Tracy M.J. Colden
                                          ----------------------------------
                                               Senior Vice President