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                                                                   EXHIBIT 10.11

                PATRIOT AMERICAN HOSPITALITY PARTNERSHIP, L.P.

                              FIFTH AMENDMENT TO
                          SECOND AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP


     This Fifth Amendment is made as of September 30, 1997 by PAH GP, Inc., a
Delaware corporation, as general partner (the "General Partner") of Patriot
American Hospitality Partnership, L.P., a Virginia limited partnership (the
"Partnership"), and as attorney-in-fact for each of the limited partners of the
Partnership (collectively, the "Limited Partners") for the purpose of amending
the Second Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of April 11, 1997, as amended to date (the "Partnership
Agreement").  All capitalized terms used herein and not defined shall have the
respective meanings ascribed to them in the Partnership Agreement.

     WHEREAS, it is necessary and desirable to impose certain restrictions on
the exercise of the redemption rights granted under the Partnership Agreement so
that the Partnership may avoid treatment as a publicly traded partnership, and
the General Partner is authorized pursuant to Article III and Section 8.05(f) of
the Partnership Agreement to make such amendments; and

     WHEREAS, the General Partner desires to make certain other conforming
amendments in connection with the foregoing, which amendments may be made in the
General Partner's discretion pursuant to Section 11.01 of the Partnership
Agreement.

     NOW, THEREFORE, the General Partner undertakes to implement the following
amendments to the Partnership Agreement:

Section 1.  Amendments to Text of Partnership Agreement.
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A.   Article I, Defined Terms, is amended to add the following definitions of
"Deferred Cash Amount," "Deferred Redemption Right," "LP Unit Percentage,"
"Notice 88-75," and "Private Transfer."

          "DEFERRED CASH AMOUNT" means an amount of cash per Partnership Unit
     equal to the value of the REIT Shares Amount on the Specified Redemption
     Date.  The value of the REIT Shares Amount on the date of such valuation
     shall be determined in the manner provided in the definition of "Cash
     Amount."

          "DEFERRED REDEMPTION RIGHT" has the meaning provided in Section
     8.05(i) hereof.

          "LP UNIT PERCENTAGE" means a percentage of the total interests in
     Partnership capital or Partnership profits determined without regard to
     Partnership Units held by the General Partner and any other person related
     to the General Partner within the
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     meaning of Section 267(b) or 707(b)(1) of the Code (and after applying the
     rules of Section 856(i) of the Code), all as determined under Regulations
     Section 1.7704-1(k) and Section II.F of Notice 88-75 using any reasonable
     method selected by the General Partner.  Notwithstanding the foregoing, in
     the event that the General Partner and the persons related to the General
     Partner described above own 10% or less of the interests in the
     Partnership's capital and profits, then the interests of the General
     Partner and such persons shall not be disregarded in computing the LP Unit
     Percentage.

          "NOTICE 88-75" means IRS Notice 88-75, 1988-2 C.B. 386, regarding
     certain safe harbors from treatment as a publicly traded partnership.

          "PRIVATE TRANSFER" means a Transfer described in one of the following
     clauses:

                    (i)    A Transfer in which the basis of the Partnership Unit
          in the hands of the transferee is determined, in whole or in part, by
          reference to its basis in the hands of the transferor Partner or is
          determined under Section 732 of the Code;

                    (ii)   A Transfer at death;

                    (iii)  A Transfer between members of a family as defined
          under Section 267(c)(4) of the Code, (i.e., to the Partner's brother,
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          sister (by whole or half blood), spouse, ancestor or lineal
          descendant);

                    (iv)   A Transfer involving a distribution from a retirement
          plan qualified under Section 401(a) of the Code; or

                    (v)    A Transfer that, when aggregated with other Transfers
          by the Partner during any 30 calendar day period, represents a
          Transfer of Partnership Units representing an LP Unit Percentage of
          more than five percent (5%).

          The foregoing definition of "Private Transfer" is intended to include
          only such Transfers as would be disregarded in determining whether
          Partnership Units are readily tradable on a secondary market or the
          substantial equivalent thereof pursuant to Treasury Regulations
          Section 1.7704-1(e) (i), (ii), (iii), (v) and (vi) and pursuant to
          Section II.B of Notice 88-75, and shall be construed and administered
          in accordance therewith.  The General Partner may modify this
          definition of Private Transfer from time to time in its discretion to
          ensure that the terms of the definition comply and continue to comply
          with such requirements.
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B.   Article I, Defined Terms, is amended to replace the definition of
"Redeeming Partner" with the following definition.  All other terms defined in
Article I shall remain in full force and effect.

          "REDEEMING PARTNER" has the meanings provided in Sections 8.05(a) and
     8.05(i) hereof, as the context so requires.

C.   Article VIII, Rights and Obligations of the Limited Partners, shall be
amended to replace the first phrase of the first sentence of Section 8.05(a)
with the following phrase:

               "Subject to Sections 8.05(b) through 8.05(j),"

D.   Article VIII, Rights and Obligations of the Limited Partners, shall be
amended to replace the final proviso of Section 8.05(e) with the following
proviso:

          "provided, that any such redemption shall be effected by the
          Partnership in the form of the Cash Amount or the Deferred Cash Amount
          (as applicable) and shall be subject to any other restrictions imposed
          on the exercise by a Limited Partner of the Redemption Right and
          Deferred Redemption Right as set forth in this Section 8.05."

E.   Article VIII, Rights and Obligations of the Limited Partners, shall be
amended to add paragraphs (i) and (j) to section 8.05, as follows:

               (i)  Deferred Redemption Rights.  Subject to certain other
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     provisions of this Article VIII as provided below, each Limited Partner,
     other than PAH LP, shall have the right (the "Deferred Redemption Right"),
     on or after the first anniversary of the date on which he acquires
     Partnership Units (or such later or earlier date as shall be determined in
     the sole and absolute discretion of the General Partner at the time of the
     issuance of the Partnership Units), to require the Partnership to redeem on
     a Specified Redemption Date all or a portion of the Partnership Units held
     by such Limited Partner at a redemption price equal to and in a form of the
     Deferred Cash Amount to be paid by the Partnership.  The Deferred
     Redemption Right shall be exercised pursuant to a Notice of Redemption
     delivered to the Partnership (with a copy to the General Partner) by the
     Limited Partner who is exercising the Deferred Redemption Right (the
     "Redeeming Partner"); provided, however, that the Partnership shall not be
     obligated to satisfy such Redemption Right if the Company and/or the
     General Partner elects to purchase the Partnership Units subject to the
     Notice of Redemption pursuant to Section 8.05(b) (as modified by the next
     succeeding paragraph of this Section 8.05(i)); and provided, further, that
     no Limited Partner may deliver more than two Notices of Redemption during
     each calendar year.  A Limited Partner may not exercise the Deferred
     Redemption Right for less than 1,000 Partnership Units or, if such Limited
     Partner holds less than 1,000 Partnership Units, all of the Partnership
     Units held by such Partner, unless the General Partner consents, in its
     sole discretion.  The
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     Redeeming Partner shall have no right, with respect to any Partnership
     Units so redeemed, to receive any distribution paid with respect to
     Partnership Units if the record date for such distribution is on or after
     the Specified Redemption Date.

     The foregoing Deferred Redemption Right shall be subject to the provisions
     of Section 8.05(b), reading "Deferred Redemption Right" for "Redemption
     Right" and "Deferred Cash Amount" for "Cash Amount"; provided that if the
     General Partner and/or the Company shall elect to exercise its right to
     purchase Partnership Units under Section 8.05(b) with respect to a Notice
     of Redemption under this Section 8.05(i), the General Partner and/or the
     Company shall not be required to so notify the Redeeming Partner until five
     Business Days prior to the Specified Redemption Date.  The foregoing
     Deferred Redemption Right shall also be subject to the provisions of
     Sections 8.05(c), 8.05(d), 8.05(e), 8.05(f), 8.05(g) and 8.05(h), also
     reading "Deferred Redemption Right" for "Redemption Right" and "Deferred
     Cash Amount" for "Cash Amount" where the context requires.  The foregoing
     Deferred Redemption Right also shall be subject to Section 8.05(j).

     The foregoing Deferred Redemption Right is intended to comply with the
     requirements of Regulations Section 1.7704-1(f) and Section II.E.1 of
     Notice 88-75 and shall be construed and administered in accordance
     therewith.  The General Partner may modify the Deferred Redemption Right
     from time to time in its discretion to ensure that the terms of the
     Deferred Redemption Right comply and continue to comply with such
     requirements.

               (j)  Restrictions on Exercise of Redemption Right and Deferred
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     Redemption Right.
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                    (i)   Notwithstanding the provisions of Sections 8.05(a) and
          8.05(b), a Limited Partner shall be entitled to exercise the
          Redemption Right only if the redemption or purchase of the Limited
          Partner's Partnership Units would constitute a Private Transfer
          (within the meaning of clause (v) of the definition of Private
          Transfer).

                    (ii)  Notwithstanding the provisions of Sections 8.05(i) and
          8.05(b), a Limited Partner shall be entitled to exercise the Deferred
          Redemption Right only if (x) the redemption or purchase of the Limited
          Partner's Partnership Units would constitute a Private Transfer
          (within the meaning of clause (v) of the definition of Private
          Transfer) or (y) the number of Partnership Units to be purchased or
          redeemed, when aggregated with other Transfers of Partnership Units
          within the same taxable year of the Partnership (but not including
          Private Transfers), would constitute an LP Unit Percentage of ten
          percent (10%) or less.
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                    (iii)  The General Partner may establish such policies and
          procedures as it may deem necessary or desirable in its sole
          discretion to administer the 10% LP Unit Percentage limit set forth in
          subparagraph (ii) above, including without limitation imposing further
          limitations on the number of Partnership Units with respect to which
          the Deferred Redemption Right may be exercised to coordinate the
          exercise of the Deferred Redemption Right with the limitations on
          Transfers set forth in Section 9.02(e) and by establishing procedures
          to allocate the ability to exercise the Deferred Redemption Right
          among the Limited Partners and over the course of any taxable year.

                    (iv)   The restrictions set forth in this Section 8.05(j)
          shall continue in effect until such time as the Partnership is no
          longer potentially subject to classification as a publicly traded
          partnership, as defined in Section 7704 of the Code, in the absence of
          such restrictions, as determined by the General Partner in its
          discretion.   The restrictions set forth in this Section 8.05(j),
          together with the restrictions on the Transfer of Partnership Units
          set forth in Section 9.02, are intended to limit transfers of
          interests in the Partnership in such a manner as to permit the
          Partnership to qualify for the safe harbors from treatment as a
          publicly traded partnership set forth in both Treasury Regulations
          Sections 1.7704-1(d), (e), (f) and (j) and Sections II.B, II.C.2 and
          II.E.1 of Notice 88-75 and shall be construed and administered in
          accordance therewith.  The General Partner may modify the restrictions
          set forth in this Section 8.05(j), and the provisions of Section 9.02,
          from time to time in its discretion to ensure that the Partnership
          complies and continues to comply with such requirements.

F.   Article IX, Transfers of Limited Partnership Interests, shall be amended to
replace the first sentence of Section 9.02(a) with the following:

     Subject to Sections 9.02(b) through 9.02(e), a Limited Partner may offer,
     sell, assign, hypothecate, pledge or otherwise transfer all or any portion
     of his Limited Partnership Interest or any of such Limited Partner's
     economic rights as a Limited Partner, whether voluntarily (including by
     exercise of any redemption or conversion rights) or by operation of law or
     at judicial sale or otherwise (collectively, a "Transfer") with or without
     the consent of the General Partner; provided however that upon Transfer of
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     any Preferred Units, the holder thereof shall not be entitled to the
     additional UBTI Adjuster distribution as set forth in Section 5.08(b).

G.   Article IX, Transfers of Limited Partnership Interests, shall be amended to
redesignate Section 9.02(e) as Section 9.02(f) and to insert the following new
Section 9.02(e):

               (e)  No Limited Partner may effect a Transfer of its Limited
     Partnership Interest, in whole or in part, unless (i) the Transfer is a
     Private Transfer, (ii) the Transfer is a redemption or sale permitted by
     the provisions of Section 8.05, or
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     (iii)  the Transfer satisfies both of the following tests, (x) when
     aggregated with other Transfers of Partnership Units within the same
     taxable year of the Partnership (but not including Private Transfers or
     Transfers pursuant to exercises of the Deferred Redemption Right), the
     Transfer would constitute an LP Unit Percentage of two percent (2%) or
     less, and (y) when aggregated with other Transfers of Partnership Units
     within the same taxable year of the Partnership (but not including Private
     Transfers), the Transfer would constitute an LP Unit Percentage of ten
     percent (10%) or less.  The General Partner may establish such policies and
     procedures as it may deem necessary or desirable in its sole discretion to
     administer the 2% and 10% LP Unit Percentage limits set forth in the
     foregoing subclause (iii) in the manner described in Section 8.05(j)(iii).
     Solely for purposes of this Section 9.02(e), the term "Transfer" shall not
     include (except as provided in the following clause) the mere pledge,
     hypothecation or grant of a security interest in a Partnership Unit, but
     shall include any transfer of a Partnership Unit within the meaning of
     Treasury Regulations Section 1.7704-1(a)(3) (other than transfers that have
     not been recognized by the Partnership) or any transaction treated as a
     transfer for purposes of Notice 88-75.  The restrictions set forth in this
     Section 9.02(e) shall continue in effect until such time as the Partnership
     is no longer potentially subject to classification as a publicly traded
     partnership, as defined in Section 7704 of the Code, as determined by the
     General Partner in its discretion.

Section 2.     Effective Date.  The amendments to the text of the Partnership
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Agreement provided in Section 1 of this Fourth Amendment shall take effect as of
the date first set forth above.  Except as amended by Section 1 of this Fourth
Amendment, the terms of the Agreement shall remain in full force and effect.

Section 3.     Defined Terms.  Capitalized terms used without definition in this
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Fourth Amendment shall have the meanings set forth in the Partnership Agreement.

Section 4.     Partnership Agreement.  The Partnership Agreement and this Fourth
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Amendment shall be read together and shall have the same effect as if the
provisions of the Partnership Agreement and this Fourth Amendment were contained
in one document.  Any provisions of the Partnership Agreement not amended by
this Fourth Amendment shall remain in full force and effect as provided in the
Partnership Agreement immediately prior to the date hereof.

                                 [End of Page]
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     IN WITNESS WHEREOF, the General Partner has executed this Fourth Amendment
as of the date first written above.

                                        GENERAL PARTNER

                                        PAH GP, INC.


                                        /s/ William W. Evans III
                                        ------------------------
                                        By:  William W. Evans III
                                        Its:   President


                                        LIMITED PARTNERS

                                        By:   PAH GP, Inc. as attorney-in-fact
                                              for each of the Limited Partners


                                        /s/ William W. Evans III
                                        ------------------------
                                        By:  William W. Evans III
                                        Its:   President