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                                                                   EXHIBIT 10.15

            PATRIOT AMERICAN HOSPITALITY OPERATING PARTNERSHIP, L.P.

                               FIFTH AMENDMENT TO
                        AGREEMENT OF LIMITED PARTNERSHIP


     This Fifth Amendment is made as of September 30, 1997 by and among Patriot
American Hospitality Operating Company, a Delaware corporation, as general
partner (the "General Partner") of Patriot American Hospitality Operating
Partnership, L.P., a Delaware limited partnership (the "Partnership"), and as
attorney-in-fact for each of the limited partners of the Partnership
(collectively, the "Limited Partners"), and Karim Alibhai (the "Contributor")
for the purpose of amending the Agreement of Limited Partnership of the
Partnership dated June 27, 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, the Contributor has made certain Capital Contributions to the
Partnership;

     WHEREAS, the General Partner desires to accept such additional Capital
Contributions;

     WHEREAS, in connection with such Capital Contributions the General Partner
desires to create a series of Class C Preferred Limited Partner Units of the
Partnership and to make certain conforming changes to the Partnership Agreement;

     WHEREAS, the General Partner has determined that such amendment is not
adverse to the Limited Partners;

     NOW, THEREFORE, the General Partner undertakes to implement the following
amendments to the Partnership Agreement pursuant to the authority granted to the
General Partner under Section 4.02(a) of the Partnership Agreement:

Section 1.  Amendments to Text of Partnership Agreement.
            -------------------------------------------

Article I, Defined Terms is amended to add the following definitions of  "Class
C Preferred Unit" and "Class C  Preferred Unit Holder" and to replace the
current definition of "Percentage Interest" with the definition of that term
described below.  All other terms defined in Article I shall remain in full
force and effect.

          "Class C Preferred Unit" means a limited partnership interest
     represented by a fractional, undivided share of the Partnership Interests
     of all Partners issued hereunder which has the rights, preferences and
     other privileges designated herein.  The allocation of Class C Preferred
     Units among the Partners shall be set forth on Exhibit A, as may be amended
                                                    ---------
     from time to time.
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          "Class C Preferred Unitholder" means a limited partner that holds
     Class C Preferred Units.

          "Percentage Interest" means the percentage ownership interest in the
     Partnership of each Partner, as determined by dividing the Partnership
     Units owned by a Partner (including any outstanding Preferred Units of any
     series or class) by the total number of Partnership Units outstanding
     (including any outstanding Preferred Units of any series or class).  The
     Percentage Interest of each Partner shall be as set forth on Exhibit A, as
                                                                  ---------
     may be amended from time to time.  For purposes of applying Section
     5.01(a)(1)(v), however, a Partner's Percentage Interest shall not include
     the number of any Class C Preferred Units held by the Partner.  For
     purposes of applying Section 5.02(a), a Partner's Percentage Interest shall
     not include the number of any Class B or Class C Preferred Units held by
     the Partner.

     Section 4.02(d) of the Partnership Agreement is deleted and replaced with
the following:

               (d)  Exchange of Preferred Units.
                    ---------------------------

                    (i)    In the event the General Partner acquires Class B
          Preferred Units from the Preferred Unitholders (in exchange for cash
          or Company Shares), the Partnership shall, as soon as practicable
          thereafter, exchange each Class B Preferred Unit held by the General
          Partner for such number of Partnership Units which are not designated
          as Preferred Units, as determined by the Conversion Factor then in
          effect.

                    (ii)   If REIT Class B Preferred Units are converted into
          preferred stock of Patriot REIT, then the Class B Preferred Units
          shall be converted into preferred stock of the Company having the same
          designations, preferences and other rights as the Class B Preferred
          Units, provided, however, that no such conversion will occur unless
          the Company has the authority to issue such preferred stock.

     Section 5.01(a) of the Partnership Agreement is deleted and replaced with
the following:

          5.01 ALLOCATION OF PROFIT AND LOSS.
               -----------------------------

               (a)  General.  Profit and Loss of the Partnership for each fiscal
                    -------
     year of the Partnership shall be allocated among the Partners as follows:

               (1)  Profit of the Partnership shall be allocated:

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                    (i)    first, among the Class C Preferred Unitholders until
               the excess of the Loss allocated to such Preferred Unitholders
               under Section 5.01(a)(2)(iii), over the Profit allocated to such
               Preferred Unitholders under this Section 5.01(a)(1)(i), is equal
               to zero, in each case on a cumulative basis for all fiscal years
               of the Partnership;

                    (ii)   second, among the Class C Preferred Unitholders in
               proportion to their respective Percentage Interests until the
               excess of the Profit allocated to such Preferred Unitholders
               under this Section 5.01(a)(1)(ii) over the Loss allocated to such
               Preferred Unitholders under Section 5.01(a)(2)(i) is equal to the
               distributions to such Preferred Unitholders under Section
               5.02(a)(1), in each case on a cumulative basis for all fiscal
               years of the Partnership;

                    (iii)  third, among the Class A Preferred Unitholders until
               the excess of the Loss allocated to the Class A Preferred
               Unitholders under Section 5.01(a)(2)(ii), over the Profit
               allocated to the Class A Preferred Unitholders under this Section
               5.01(a)(1)(iii), is equal to zero, in each case on a cumulative
               basis for all fiscal years of the Partnership;

                    (iv)   fourth, among the Class A Preferred Unitholders in
               proportion to their respective Percentage Interests until the
               excess of the Profit allocated to the Class A Preferred
               Unitholders under this Section 5.01(a)(1)(iv) over the Loss
               allocated to the Class A Preferred Unitholders under Section
               5.01(a)(2)(i) is equal to the distributions to such Class A
               Preferred Unitholders under Section 5.02(a)(2), in each case on a
               cumulative basis for all fiscal years of the Partnership; and

                    (v)    thereafter, among the Partners in accordance with
               their respective Percentage Interests.

               (2)  Loss of the Partnership shall be allocated:

                    (i)    first, between the Class C Preferred Unitholders, as
               a class, and the Partners other than the Class C Preferred
               Unitholders, as a class, in proportion to the aggregate positive
               Capital Account balances of the two classes of Partners (making
               appropriate adjustments in the case of a Class C Preferred
               Unitholder who also holds Partnership Units of another class, and
               also, solely for purposes of this allocation, subtracting from
               the aggregate Capital Account balance of the Class C Unitholders
               an amount equal to the product of the Class C Preference Amount
               and the number of Class C Preferred Units). Allocations of Loss
               among the Class C Preferred Unitholders pursuant to this Section
               5.01(a)(2)(i) shall

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               be made in proportion to their respective Percentage Interests
               until their Adjusted Capital Account balances contain only an
               amount equal to the product of the Class C Preference Amount and
               the number of such Preferred Units held by each such Unitholder.
               Allocations of Loss among the Partners other than the Class C
               Preferred Unitholders pursuant to this Section 5.01(a)(2)(i)
               shall be made in accordance with their respective Percentage
               Interests until the balances of their Adjusted Capital Accounts
               are equal to zero (or, with respect to the Class A Preferred
               Unitholders, their Adjusted Capital Account balances contain only
               the Agreed Value of their Capital Contributions);

                    (ii)   second, among the Class A Preferred Unitholders in
               proportion to their respective Percentage Interests until the
               balances of their Adjusted Capital Accounts are equal to zero;
               and

                    (iii)  third, among the Class C Preferred Unitholders in
               proportion to their respective Percentage Interests until the
               balances of their Adjusted Capital Accounts are equal to zero.

     Section 5.02 of the Partnership Agreement is deleted and replaced with the
following:

          5.02 OPERATING DISTRIBUTIONS.
               -----------------------

               (a)  Except as otherwise provided in Section 5.06, cash available
     for distribution by the Partnership shall be distributed as follows:

                    (1)    First, if there are any Class C Preferred Units
          outstanding on any record date for payment of a REIT Share dividend or
          Company Share dividend, the General Partner shall distribute to the
          Class C Preferred Unitholder(s) of record on such date (concurrently
          with the payment of the applicable dividend), an amount with respect
          to each Class C Preferred Unit equal to the Class C Preferred
          Distribution Amount, plus the amount of any Special Class C
          Distribution Amount then outstanding.

                    (2)    Second, if there are any Class A Preferred Units
          outstanding on any record date for payment of a REIT Share dividend,
          the General Partner shall distribute to the Class A Preferred
          Unitholder(s) of record on such date (concurrently with the payment of
          such dividend) an amount with respect to each such Class A Preferred
          Unit equal to the Class A Preferred Distribution Amount.

                    (3)    Third, if there are any Class B Preferred Units
          outstanding on any record date for payment of a Company Share
          dividend, the

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          General Partner shall distribute to the Class B Preferred
          Unitholder(s) of record on such date (concurrently with the payment of
          such distribution) an amount with respect to each such Class B
          Preferred Unit equal to the Class B Preferred Distribution Amount.

                    (4)    Fourth, the General Partner shall distribute any
          remaining cash available for distribution on a quarterly (or, at the
          election of the General Partner, more frequent) basis, in an amount
          determined by the General Partner in its sole discretion, to the
          Partners who are Partners on the Partnership Record Date for such
          quarter (or other distribution period) in accordance with their
          respective Percentage Interests on the Partnership Record Date.  For
          purposes of this Section 5.02(a)(4), Percentage Interests shall not
          include any Class B or Class C Preferred Units, but shall include
          Class A Preferred Units.

               (b)  In no event may a Partner receive a distribution of cash
     with respect to a Partnership Unit if such Partner is entitled to receive a
     dividend with respect to a Company Share or a REIT Share for which all or
     part of such Partnership Unit has been or will be exchanged.

     Section 5.08 of the Partnership Agreement is deleted and replaced with the
following:

     5.08 ADDITIONAL DISTRIBUTIONS PROVISIONS AND DEFINITIONS RELATING TO
          ---------------------------------------------------------------
          PREFERRED UNITS.
          ---------------

          Notwithstanding any other provision to the contrary in this Agreement,
     as long as there remain any Preferred Units outstanding (of any class or
     series), the following additional distribution provisions and definitions
     shall apply.

     (a)  "Class A Preferred Distribution Amount" shall mean, for any quarter or
          other period with respect to which a REIT Share dividend is paid and a
          distribution is required to be made pursuant to Section 5.02(a)(3), an
          amount per Class A Preferred Unit equal to the amount of such dividend
          per REIT Share. The General Partner agrees that, without the consent
          of a majority of the Class A Preferred Unit Holders (such consent not
          to be unreasonably withheld or delayed provided all Class A Preferred
          Distribution Amounts are current), it will use reasonable efforts to
          limit its borrowings from the REIT Partnership or other sources so
          that the Partnership has at all times sufficient borrowing capacity to
          discharge its obligations with respect to the Class A Preferred
          Distribution Amounts.

     (b)  "Class B Preferred Distribution Amount" shall mean, for any quarter or
          other period with respect to which a Company Share dividend is paid
          and a

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          distribution is required to be made pursuant to Section 5.02(a)(4), an
          amount equal to such amount that if it were the sole amount
          distributed on a Class B Preferred Unit pursuant to Section 5.02(a)(4)
          for such quarter or other period would provide the Class B Preferred
          Unitholder with a distribution on such Class B Preferred Unit equal to
          103% of the corresponding Company Share dividend to be paid for such
          quarter or other period.  Notwithstanding the foregoing, the Class B
          Preferred Distribution Amount with respect to any Class B Preferred
          Unitholder shall not exceed the Class B Preferred Unitholder's Capital
          Account balance (after reducing such balance to reflect the items
          described in Regulations section 1.704-1(b)(ii)(2)(d)(4), (5) and (6)
          and after increasing such Capital Account balance to reflect such
          Class B Preferred Unitholder's shares of Partnership Minimum Gain and
          Partner Nonrecourse Debt Minimum Gain), determined as of the date of
          the relevant distribution.

     (c)  "Class C Preferred Distribution Amount" shall mean, for any quarter or
          other period with respect to which a REIT Share dividend or a Company
          Share dividend is paid, an amount per Class C Preferred Unit equal to
          the amount of such dividend(s) per REIT Share and/or Company Share.
          The Class C Preferred Distribution Amount shall be cumulative, and
          shall be deemed to be in arrears and shall accrue if not distributed
          by the Partnership at the time such REIT Share dividend or Company
          Share dividend is paid.  The Class C Preferred Distribution Amount
          shall also be appropriately adjusted in the case of an event that
          causes the Conversion Factor to be adjusted.  In the event that a
          dividend is paid with respect to REIT Shares or Company Shares in a
          form that the adjustment provided by the foregoing sentence does not
          address (for example, a distribution of shares of a subsidiary
          corporation in a spinoff transaction), to the extent commercially
          reasonable, the Class C Distribution Amount shall be made in the same
          form as the dividend on REIT Shares or Company Shares, as applicable,
          and otherwise shall be made in an alternate form, or in an amount of
          cash, that provides economic value to the Class C Unitholders
          substantially equivalent to the relevant dividend.  The General
          Partner agrees that, unless the condition is waived by Class C
          Preferred Unitholders holding more than 50% of the Class C Preferred
          Units (such consent not to be unreasonably withheld or delayed
          provided all Class C Preferred Distribution Amounts and Special Class
          C Distribution Amounts are current) it will use commercially
          reasonable efforts to limit its borrowings from the REIT Partnership
          or other sources so that the Partnership has at all times sufficient
          borrowing capacity to discharge its obligations with respect to the
          Class C Preferred Distribution Amount and the Special Class C
          Distribution Amount, including without limitation the payment of
          distributions in the amount of and at the time of the relevant REIT
          Share and Company Share dividends.

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     (d)  "Special Class C Distribution Amount" shall mean, in the event that
          the Partnership fails to distribute the full amount of the Class C
          Preferred Distribution Amount for any period with respect to which a
          REIT Share dividend or Company Share dividend is paid, an amount equal
          to the difference between (x) the annual rate (calculated on the basis
          of actual days elapsed from the date on which the relevant
          distribution should have been made) of .15 (15%) times the Class C
          Preferred Distribution Amount (which includes accrued but
          undistributed amounts from prior periods) and (y) any partial
          distribution of the Class C Preferred Distribution Amount actually
          made with respect to such period.

     (e)  "Class C Preference Amount" shall mean $23.25 plus any accrued but
          undistributed Class C Preferred Distribution Amount and plus any
          accrued but undistributed Special Class C Distribution Amount.

     Section 11.01(a) is replaced with the following:

               (a)  any amendment affecting the operation of the Conversion
     Factor or the Redemption Right (except as provided in Section 8.05(f) or
     7.01(e) hereof) in a manner adverse to the Limited Partners;

     The following Section 11.03 is added to the Partnership Agreement:

          11.03  VOTING RIGHTS OF CLASS C PREFERRED UNITHOLDERS.
                 ----------------------------------------------
     Notwithstanding the provisions of Section 11.02, the holders of record of
     Class C Preferred Units shall be entitled to vote on any matter on which
     Limited Partners are entitled to vote.  In addition, the holders of Class C
     Preferred Units shall have the right to vote as a separate class of
     Partnership Units on the following, each of which shall require the consent
     of holders of record of Class C Preferred Units representing more than 50%
     of the Class C Preferred Units:

               (a)  Any amendment creating or resulting in any class of Units
     with the right to receive distributions in priority to the distributions on
     Class C Preferred Units, including without limitation priority as to time
     of payment;

               (b)  Any amendment that would adversely affect the rights of the
     Class C Preferred Unitholders to receive the distributions payable with
     respect to the Class C Preferred Units hereunder;

               (c)  Any amendment that would materially and adversely alter the
     Partnership's allocations of Profit and Loss with respect to Class C
     Preferred Units; and

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               (d)  Any amendment that imposes on the Class C Preferred
     Unitholders (in their capacity as such) any obligation to make Additional
     Capital Contributions to the Partnership.

     For purposes of clarifying the foregoing, the voting rights of the Class C
     Preferred Unitholders shall not include any voting rights with respect to
     amendments to the Agreement with respect to the issuance of interests in
     the Partnership that are entitled to receive operating distributions in
     parity to, or junior to the operating distributions with respect to Class C
     Preferred Units, or with respect to the issuance of interests in the
     Partnership that are entitled to liquidating distributions in preference to
     liquidating distributions on Class C Preferred Units.

Section 2.     Acceptance of Capital Contributions.
               -----------------------------------

     (a)  The General Partner hereby accepts the Capital Contributions of the
Contributor.  The Contributor is already a Limited Partner of the Partnership.
In consideration of such Capital Contributions and pursuant to Section
4.02(a)(i) of the Partnership Agreement, the General Partner hereby issues to
the Contributor the number of Class C Preferred Units listed on Schedule A
                                                                ----------
attached hereto.  The Agreed Value of the Capital Contributions of the
Contributor with respect to the Class C Preferred Units shall be equal to the
number of Class C Preferred Units issued to the Contributor, multiplied by the
average of the daily market price of Paired Shares for the ten consecutive
trading days immediately preceding the date of this Fifth Amendment, which
market price shall be determined in accordance with the procedures set forth in
the definition of "Cash Amount" in the Partnership Agreement.

     (b)  The issuance of such Class C Preferred Units shall become effective as
of the date of this Fifth Amendment, which will also be the date upon which such
issuances are recorded on the books and records of the Partnership.

Section 3.     Amendment to Partnership Agreement.  Pursuant to Article XI of
               ----------------------------------
the Partnership Agreement, the General Partner hereby amends the Partnership
Agreement by deleting Exhibit A in its entirety and replacing it with Exhibit A
                      ---------                                       ---------
attached hereto.

Section 4.     Defined Terms.  Capitalized terms used without definition in this
               -------------
Fifth Amendment shall have the meanings set forth in the Partnership Agreement.

Section 5.     Partnership Agreement.  The Partnership Agreement and this Fifth
               ---------------------
Amendment shall be read together and shall have the same effect as if the
provisions of the Partnership Agreement and this Fifth Amendment were contained
in one document.

                                 [End of Page]

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     IN WITNESS WHEREOF, the General Partner has executed this Fifth Amendment
as of the date first written above.

                                   GENERAL PARTNER

                                   PATRIOT AMERICAN HOSPITALITY
                                   OPERATING COMPANY


                                   /s/ Rex E. Stewart
                                   ------------------
                                   By:  Rex E. Stewart
                                   Its: Chief Financial Officer



                                   LIMITED PARTNERS

                                   By: PATRIOT AMERICAN
                                       HOSPITALITY OPERATING
                                       COMPANY, as attorney-in-fact for
                                       each of the Limited Partners, other
                                       than the Contributor


                                   /s/ Rex E. Stewart
                                   ------------------
                                   By:  Rex E. Stewart
                                   Its: Chief Financial Officer


                                   CONTRIBUTOR



                                   /s/ Karim Alibhai
                                   -----------------
                                   Karim Alibhai
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                                  Schedule A
                                  ----------


                                                       Class C Preferred
                                                       -----------------
Contributor                                                  Units
-----------                                                  -----

Karim Alibhai                                               476,682