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                                                                  EXHIBIT 3.1(C)

                          FIRST ALTERNATIVE AMENDMENTS
                                     SEA II

                               FIRST AMENDMENT TO
                    RESTATED LIMITED PARTNERSHIP AGREEMENT OF
                         SOUTHEAST ACQUISITIONS II, L.P.

         This FIRST AMENDMENT (this "Amendment"), dated as of November 5, 1997
is to the Restated Limited Partnership Agreement (the "Partnership Agreement")
of Southeast Acquisitions II, L.P. (the "Partnership"), dated June 24, 1988, by
and between SOUTHEAST ACQUISITIONS, INC., a Delaware corporation, as general
partner (the "General Partner") and the Persons admitted as limited partners
pursuant to the Partnership Agreement.

         WHEREAS, a special meeting (the "Meeting") of the Limited Partners was
duly held on November 5, 1997; and

         WHEREAS, at the Meeting a majority in interest of the Limited Partners
have voted to adopt the following Amendments to the Partnership Agreement.

         NOW, THEREFORE, the Amendments are adopted and are effective as of
November 5, 1997.

         1. Southeast Acquisitions, Inc. is hereby removed as the General
Partner of the Partnership, and Southern Management Group, LLC, a Tennessee
Limited Liability Company is substituted therefor as successor General Partner
of the Partnership. On and after the date of this Amendment, except as the
context may otherwise require, all references to the General Partner in the
Partnership Agreement shall mean Southern Management Group, LLC.

         2. Section 1.3 is amended in its entirety to read as follows:

            "1.3. TERM. The Partnership shall exist for a term ending
         December 31, 2000, at which time it shall be dissolved, unless sooner
         dissolved or terminated as provided in this Agreement (the "Term")."

         3. Section 1.4 is hereby amended in its entirety to read as follows:

            "1.4. PLACE OF BUSINESS. The principal place of business of
         the Partnership shall be at 301 South Perimeter Park Drive, Suite 115,
         Nashville, TN 37211 or at another location selected by the General
         Partner, who shall give notice of any change to the Limited Partners.
         The Partnership may have such additional offices or places of business
         as the General Partner may determine."



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         4. The first sentence of Section 2.1 is amended in its entirety to read
as follows:

            "2.1. GENERAL PARTNER. The General Partner is Southern
         Management Group, LLC, a Tennessee Limited Liability Company, 301 South
         Perimeter Park Drive, Suite 115, Nashville, Tennessee."

         5. Section 4.2(a). is amended by adding at the end of the Section the
following:

                  "(xiii) Reserve to itself or an Affiliate or enter into a
         contract for an exclusive right to sell or exclusive employment to sell
         property for the Partnership."

         6. Section 4.3(b) is hereby amended in its entirety to read as follows:

            "(b) Without the consent of a majority in interest of the
         Limited Partners, the General Partner shall not have the authority to:

                           (i) sell or otherwise dispose of at one time all or
            substantially all the assets of the Partnership, except that the
            General Partner may sell such assets without such consent (A) in
            connection with the liquidation of the Partnership under Section 6.3
            or (B) if the net proceeds of such sale, when distributed in
            accordance with the Section 3.1, will be sufficient to provide the
            Limited Partners with distributions equal to the Acquisition Cost of
            the assets sold."

         7. Section 4.3(g) is deleted in its entirety and clauses 4.3(h) through
(t) are hereby renumbered 4.3(g) through (s) respectively.

         8. Section 4.5(b) is amended in its entirety to read as follows:

            "(b) For the services and activities to be performed by the
         General Partner in connection with the administration and management of
         the Partnership from November 5, 1997 to the end of the Term, the
         General Partner shall receive a management fee of $19,000 per year
         (prorated for a portion of a year) during the Term of the Partnership.
         The management fee shall be paid to the General Partner for such
         services on conclusion of each calendar quarter. If the Partnership
         does not have sufficient cash to pay the management fee for any
         quarter, such fee shall be accrued (without interest) as a debt of the
         Partnership, payable out of Sale or Financing proceeds prior to any
         Partner receiving their distributions in accordance with this
         Agreement."

         9. Section 4.5(c) shall be amended in its entirety to read as follows:

            "(c) The General Partner or its Affiliates may receive the
         entire competitive real estate commission or disposition fee (that real
         estate or brokerage commission or disposition fee paid for the purchase
         or sale of property which is reasonable, customary and competitive in
         light of the size, type and location of the property) with respect to
         sales



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         of Partnership property following November 5, 1997, which are not under
         contract as of such date. The total compensation paid to all Persons
         for the sale of Partnership property shall be limited to a competitive
         real estate commission or disposition fee not to exceed 10% of the
         contract price for the sale of the property. The commission or
         disposition fee shall be paid upon sale of the property prior to any
         distribution to the Partners in accordance with this Agreement;
         provided that the amount of any such commission or disposition fee paid
         to the General Partner shall reduce any distribution to which it would
         otherwise be entitled pursuant to this Agreement."

         10. Section 11.1 is amended by adding the following definition as the
first definition in the Section:

             "Acquisition Cost" with respect to a Partnership asset means
         the price originally paid by the Partnership to acquire the asset,
         including the value of any mortgages or liens on the asset assumed by
         the Partnership at the time of acquisition, excluding points and
         prepaid interest.

and by adding the following definition following the definition of "Agreement":

             "all or substantially all the assets of the Partnership" means
         60% or more of the real estate acreage held by the Partnership as of
         September 22, 1997."

         11. Except as amended hereby, the Partnership Agreement shall remain in
full force and effect.

         12. Terms not defined herein which are defined in the Partnership
Agreement shall have the same meanings herein.

         13. This Amendment and the rights and obligations of the Partners
hereunder shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
therein, without application of the principles of conflicts of laws of such
state.






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         IN WITNESS WHEREOF, this Amendment has been executed by the parties set
forth below as of the date first above written.

GENERAL PARTNER                     SOUTHEAST ACQUISITIONS, INC.


                                    By     /s/ Arthur W. Mullin
                                         --------------------------
                                    Name:
                                    Title:


SUCCESSOR GENERAL PARTNER           SOUTHERN MANAGEMENT GROUP, LLC.


                                    By     /s/ Richard W. Sorenson
                                         --------------------------
                                    Name:
                                    Title:


LIMITED PARTNERS                    LIMITED PARTNERS


                                    By     /s/ Arthur W. Mullin
                                         --------------------------
                                    Name:
                                    Title:





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