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                                                                  EXHIBIT 3.1(C)

                          FIRST ALTERNATIVE AMENDMENTS
                                     SEA III

                               FIRST AMENDMENT TO
                    RESTATED LIMITED PARTNERSHIP AGREEMENT OF
                        SOUTHEAST ACQUISITIONS III, 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 III, L.P. (the "Partnership"), dated June 1, 1989, 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, 2001, 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."

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


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            "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 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 $26,500 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 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


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         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 Sorenson
                                               --------------------------------
                                             Name:
                                             Title:


LIMITED PARTNERS                             LIMITED PARTNERS


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


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