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                                                                 Exhibit 4.8


                                OFFICERS' CERTIFICATE
     We, Paul W. Whetsell, President, Chief Executive Officer and Chairman of
the Board, and John Emery, Chief Financial Officer, of CapStar Hotel Company
(the "Company"), pursuant to authority granted to the undersigned by the Board
of Directors of the Company, hereby establish the terms of the Company's 4.75%
Convertible Subordinated Notes due 2004 (the "Notes"), and pursuant to
Section 3.1 of the Indenture dated as of October 16, 1997 between the Company
and First Trust of New York, National Association, as Trustee (the "Indenture"),
hereby certify as follows with respect to the Notes (unless otherwise defined
herein, capitalized terms shall have the meanings set forth in the Indenture):

     1.   The title of the Notes shall be "4.75% Convertible Subordinated Notes
          due 2004."  The Notes constitute a series of Securities as defined in
          the Indenture.  The Notes shall be issuable in fully registered form
          only in denominations of $1,000 or any integral multiple thereof.

     2.   The maximum aggregate principal amount of Notes that may be
          authenticated and delivered under the Indenture shall be $150,000,000
          (or $172,500,000 if the over-allotment option (the "Over-Allotment
          Option") set forth in the Underwriting Agreement dated October 9, 1997
          by and between the Company and Lehman Brothers, Inc., BT Alex. Brown
          Incorporated, Goldman, Sachs & Co., Merrill Lynch & Co., NationsBanc
          Montgomery Securities, Inc., and Smith Barney Inc. (the
          "Representatives") is exercised)(except for Notes authenticated and
          delivered upon registration of transfer of, or in exchange for, other
          Notes pursuant to Section 3.4, 3.5 or 3.6 of the Indenture).

     3.   The principal amount of the Notes shall be payable on October 15,
          2004, subject to the provisions of the Indenture.

     4.   Interest on the Notes will accrue from October 16, 1997.  The Notes
          will bear interest at a rate of 4.75% per annum, payable semi-annually
          on April 15 and October 15, commencing on April 15, 1998, to holders
          of record at the close of business on the preceding April 1 and
          October 1, respectively, except (i) that the interest payment upon
          redemption (unless the date of redemption is an interest payment date)
          will be payable to the Person to whom principal is payable and (ii) as
          set forth in the next succeeding sentence.  In the case of any Note
          (or portion thereof) which is converted into Common Stock during the
          period from (but excluding) a record date to (but excluding) the next
          succeeding interest payment date either (i) if such Note (or portion
          thereof) has been called for redemption on a date of redemption which
          occurs during such period, or is to be redeemed in connection with a
          Change in Control on a Change in Control Purchase Date (as defined in
          the Form of Note) which occurs during such period, the Company shall
          not be required to pay interest on such interest payment date in
          respect of any such Note (or portion thereof) or (ii) if otherwise,
          any Note (or portion thereof) submitted for conversion during such
          period shall be accompanied by funds equal to the interest payable on
          such succeeding interest payment date on the aggregate principal
          amount so converted.  Interest may, at the Company's option, be paid
          in U.S. Dollars either (i) by check mailed to the address of the
          Person entitled thereto as it appears in the Note register or (ii) by
          transfer to an account maintained by such Person located in the United
          States; provided, however, that payments to The Depository Trust
          Company, New York, New York ("DTC") will be made by wire transfer of
          immediately available funds to the 


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          account of DTC or its nominee.  Interest will be computed on the basis
          of a 360-day year composed of twelve 30-day months.

     5.   The Notes are subject to a right of conversion, as set forth herein:
          
          Section 5.1.   Right to Convert.  Subject to and upon compliance with
          the provisions of the Indenture, the holder of any Note shall have the
          right, at his or her option, at any time after ninety (90) days
          following the date of original issuance of the Notes (without taking
          into account any exercise of the Over-Allotment Option), and prior to
          the close of business on October 15, 2004 (except that, with respect
          to any Note or portion of a Note which shall be called for redemption,
          such right shall terminate, except as provided in Section 5.2, at the
          close of business on the Business Day next preceding the date fixed
          for redemption of such Note or portion of a Note unless the Company
          shall default in payment due upon redemption thereof) to convert the
          principal amount  at maturity of any such Note, or any portion of such
          principal amount at maturity which is $1,000 or an integral multiple
          thereof, into that number of fully paid and non-assessable shares of
          Common Stock (as such shares shall then be constituted) obtained by
          dividing the principal amount at maturity of the Note or portion
          thereof surrendered for conversion by $1,000 and multiplying the
          result so obtained by the Conversion Rate in effect at such time, by
          surrender of the Note so to be converted in whole or in part in the
          manner provided, together with any required funds, in Section 5.2.  A
          holder of Notes is not entitled to any rights of a holder of Common
          Stock until such holder has converted his Notes to Common Stock, and
          only to the extent such Notes are deemed to have been converted to
          Common Stock under this Section 5.

          Section 5.2.   Exercise of Conversion Privilege; Issuance of Common
          Stock on Conversion; No Adjustment for Interest or Dividends.  In
          order to exercise the conversion privilege with respect to any Note in
          certificated form, the holder of any such Note to be converted in
          whole or in part shall surrender such Note, duly endorsed, at an
          office or agency maintained by the Company pursuant to the Indenture,
          accompanied by the funds, if any, required by the penultimate
          paragraph of this Section 5.2, and shall give written notice of
          conversion in the form provided on the Notes (or such other notice
          which is acceptable to the Company) to the office or agency through
          which the holder elects to convert such Note or the portion thereof
          specified in said notice.  Such notice shall also state the name or
          names (with address or addresses) in which the certificate or
          certificates for shares of Common Stock which shall be issuable on
          such conversion shall be issued, and shall be accompanied by transfer
          taxes, if required pursuant to Section 5.7.  Each such Note
          surrendered for conversion shall, unless the shares issuable on
          conversion are to be issued in the same name as the registration of
          such Note, be duly endorsed by, or be accompanied by instruments of
          transfer in form satisfactory to the Company duly executed by, the
          holder or his duly authorized attorney.

          In order to exercise the conversion privilege with respect to any
          interest in a Note in global form, the beneficial holder must complete
          the appropriate instruction form for conversion pursuant to the
          Depository's book-entry conversion program, deliver by book-entry
          delivery an interest in such Note in global form, furnish appropriate
          endorsements and transfer documents if  required by the Company or the
          Trustee or conversion agent, and pay the funds, if any, required by
          this Section 5.2 and any transfer taxes if required pursuant to
          Section 5.7.




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          As promptly as practicable after satisfaction of the requirements for
          conversion set forth above, subject to compliance with any
          restrictions on transfer if shares issuable on conversion are to be
          issued in a name other than that of the Noteholder (as if such
          transfer were a transfer of the Note or Notes (or portion thereof) so
          converted), the Company shall issue and shall deliver to such holder
          at the office or agency maintained by the Company for such purpose
          pursuant to the Indenture, a certificate or certificates for the
          number of full shares of Common Stock issuable upon such conversion of
          such Note or portion thereof in accordance with the provisions of this
          Section 5 and a check or cash in respect of any fractional interest in
          respect of a share of Common Stock arising upon such conversion, as
          provided in Section 5.3.  In case any Note of a denomination greater
          than $1,000 shall be surrendered for partial conversion, and subject
          to Section 1, the Company shall execute and the Trustee shall
          authenticate and deliver to the holder of the Note so surrendered,
          without charge to him, a new Note or Notes in authorized denominations
          in an aggregate principal amount equal to the unconverted portion of
          the surrendered Note. 

          Each conversion shall be deemed to have been effected as to any such
          Note (or portion thereof) on the date on which the requirements set
          forth above in this Section 5.2 have been satisfied as to such Note
          (or portion thereof), and the person in whose name any certificate or
          certificates for shares of Common Stock shall be issuable upon such
          conversion shall be deemed to have become on said date the holder of
          record of the shares represented thereby; provided, however, that any
          such surrender on any date when the stock transfer books of the
          Company shall be closed shall constitute the person in whose name the
          certificates are to be issued as the record holder thereof for all
          purposes on the next succeeding day on which such stock transfer books
          are open, but such conversion shall be at the Conversion Rate in
          effect on the date upon which such Note shall be surrendered. 

          Except as described in this Section 5.2, holders of the Notes will not
          be entitled to any payment or adjustment on account of accrued and
          unpaid interest upon conversion of the Notes.  The Company's delivery
          of the fixed number of shares of Common Stock into which the Notes are
          convertible will be deemed to satisfy the Company's obligation to pay
          the principal amount at maturity of the Notes and all accrued interest
          that has not previously been (or is not simultaneously being) paid. 
          The Common Stock is treated as issued first in payment of accrued
          interest and then in payment of principal. 

          Any Note or portion thereof surrendered for conversion during the
          period from the close of business on the record date for any interest
          payment date to the close of business on the Business Day next
          preceding the following interest payment date shall (unless such Note
          or portion thereof being converted shall have been called for
          redemption during the period from the close of business on such record
          date to the close of business on the Business Day next preceding the
          following interest payment date) be accompanied by payment, in New
          York Clearing House funds or other funds acceptable to the Company, of
          an amount equal to the interest otherwise payable on such interest
          payment date on the principal amount being converted; provided,
          however, that no such payment need be made if there shall exist at the
          time of conversion a default in the payment of interest on the Notes. 
          Except as provided above in this Section 5.2, no payment or other
          adjustment shall be made for interest accrued on any Note converted or
          for dividends on any shares issued upon the conversion of such Note as
          provided in this Section 5.  


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          Upon the conversion of an interest in a Note in global form, the
          Trustee, or the Custodian at the direction of the Trustee, shall make
          a notation on such Note in global form as to the reduction in the
          principal amount at maturity represented thereby.

          Section 5.3.   Cash Payments in lieu of Fractional Shares.  No
          fractional shares of Common Stock or scrip representing fractional
          shares shall be issued upon conversion of Notes.  If more than one
          Note shall be surrendered for conversion at one time by the same
          holder, the number of full shares which shall be issuable upon
          conversion shall be computed on the basis of the aggregate principal
          amount at maturity of the Notes (or specified portions thereof to the
          extent permitted hereby) so surrendered.  If any fractional share of
          stock would be issuable upon the conversion of any Note or Notes, the
          Company shall make an adjustment and payment therefor in cash at the
          current market value thereof to the holder of Notes.  The current
          market value of a share of Common Stock shall be the Closing Price on
          the first Business Day immediately preceding the day on which the
          Notes (or specified portions thereof) are deemed to have been
          converted.

          Section 5.4.   Conversion Rate.  The conversion rate shall be as
          specified in the form of Note (herein called the "Conversion Rate")
          attached hereto, subject to adjustment as provided in this Section 5.

          Section 5.5.   Adjustment of Conversion Rate.  The Conversion Rate
          shall be adjusted from time to time by the Company as follows: 

               (a)  In case the Company shall pay a dividend or make a
          distribution, in shares of its Common Stock, on its Common Stock, the
          Conversion Rate in effect at the opening of business on the date
          following the date fixed for the determination of stockholders
          entitled  to receive such dividend or other distribution shall be
          increased by multiplying such Conversion Rate by a fraction of which
          the denominator shall be the number of shares of Common Stock
          outstanding at the close of business on the date fixed for such
          determination and the numerator shall be the sum of such number of
          shares and the total number of shares constituting such dividend or
          other distribution, such increase to become effective immediately
          after the opening of business on the day following the date fixed for
          such determination.  The Company will not pay any dividend or make any
          distribution on shares of Common Stock held in the treasury of the
          Company.  If any dividend or distribution of the type described in
          this Section 5.5(a) is declared but is not so paid or made and not
          required to be so paid or made, the Conversion Rate shall again be
          adjusted to the Conversion Rate which would then be in effect if such
          dividend or distribution had not been declared.

               (b)  In case the Company shall issue rights or warrants to all
          holders of its Common Stock entitling them (for a period expiring
          within 45 days after the date fixed for determination of stockholders
          entitled to receive such rights or warrants) to subscribe for or
          purchase Common Stock at a price per share less than the Current
          Market Price per share of Common Stock (as defined in Section 5.5(g)
          below) at the record date for the determination of stockholders 


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          entitled to receive such rights or warrants, the Conversion Rate in
          effect immediately prior thereto shall be adjusted so that the same
          shall equal the rate determined by multiplying the Conversion Rate in
          effect immediately prior to the date fixed for determination of
          stockholders entitled to receive such rights or warrants by a fraction
          the denominator of which shall be the number of shares of Common Stock
          outstanding at the close of business on the date fixed for
          determination of stockholders entitled to receive such rights or
          warrants plus the number of shares which the aggregate offering price
          of the total number of shares so offered would purchase at such
          Current Market Price and the numerator of which shall be the number of
          shares of Common Stock outstanding on the date fixed for determination
          of stockholders entitled to receive such rights or warrants plus the
          number of additional shares of Common Stock offered for subscription
          or purchase.  Such adjustment shall be made successively whenever any
          such rights or warrants are issued, and shall become effective
          immediately after the opening of business on the day following the
          record date for the determination of the stockholders entitled to
          receive such rights or warrants.  In determining whether any rights or
          warrants entitle the holders to subscribe for or purchase shares of
          Common Stock at less than such Current Market Price, and in
          determining the aggregate offering price of such shares of Common
          Stock, there shall be taken into account any consideration received by
          the Company for such rights or warrants, the value of such
          consideration, if other than cash, to be determined by the Board of
          Directors.  To the extent that shares of Common Stock are not
          delivered or required to be delivered after the expiration of such
          rights or warrants, the Conversion Rate shall be readjusted to the
          Conversion Rate which would then be in effect had the adjustments made
          upon the issuance of such rights or warrants been made on the basis of
          delivery of only the number of shares of Common Stock actually
          delivered.  If such rights or warrants are not so issued and not
          required to be so issued, the Conversion Rate shall again be adjusted
          to be the Conversion Rate which would then be in effect if such record
          date for the determination of stockholders entitled to receive such
          rights or warrants had not been fixed. 

               (c)  In case outstanding shares of Common Stock shall be 
          subdivided into a greater number of shares of Common Stock, the 
          Conversion Rate in effect at the opening of business on the 
          day following the day upon which such subdivision becomes 
          effective shall be proportionately increased, and conversely, 
          in case outstanding shares of Common Stock shall be combined 
          into a smaller number of shares of Common Stock, the 
          Conversion Rate in effect at the opening of business on the 
          day following the day upon which such combination becomes 
          effective shall be proportionately reduced, such reduction or 
          increase, as the case may be, to become effective immediately 
          after the opening of business on the day following the day 
          upon which such subdivision or combination becomes effective.

               (d)  In case the Company shall distribute to all holders of its
          Common Stock shares of any class of capital stock of the Company
          (other than Common Stock) or evidences of its indebtedness or assets
          (excluding cash dividends or other distributions to the extent paid
          from retained earnings of the Company) or rights or warrants to
          subscribe for or purchase any of its securities (excluding those
          referred to in Section 5.5(b) above) (any of the foregoing hereinafter
          in this Section 5.5(d) called the "Distributed Securities"), then in
          each such case the Conversion Rate shall be adjusted so that the same
          shall equal the rate determined by multiplying the Conversion Rate in
          effect on the record date with respect to such distribution by a
          fraction of which the denominator shall be the Current Market Price
          per share of the Common 



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<PAGE>


          Stock on such record date less the fair market value on such record
          date (as determined by the Board of Directors of the Company, whose
          determination shall be conclusive, and described in a certificate
          filed with the Trustee) of the Distributed Securities applicable to
          one share of Common Stock and the numerator of which shall be the
          Current Market Price per share of the Common Stock on the record date
          for the determination of shareholders entitled to receive such
          distribution; such adjustment shall become effective immediately prior
          to the opening of business on the day following such record date. 
          Notwithstanding the foregoing, in the event the then fair market value
          (as so determined) of the portion of the Distributed Securities
          applicable to one share of Common Stock is equal to or greater than
          the Current Market Price of the Common Stock on the relevant record
          date, in lieu of the foregoing adjustment, adequate provision shall be
          made so that each Noteholder shall have the right to receive upon
          conversion the amount of Distributed Securities such holder would have
          received had such holder converted each Note on such record date.  In
          the event that such distribution is not so paid or made, the
          Conversion Rate shall again be adjusted to the Conversion Rate which
          would then be in effect if such distribution had not been declared. 
          If the Board of Directors determines the fair market value of any
          distribution for purposes of this subsection (d) by reference to the
          actual or when issued trading market for any securities, it must in
          doing so consider the prices in such market over the same period used
          in computing the Current Market Price of the Common Stock. 

          Notwithstanding the foregoing provisions of this subsection (d), no
          adjustment shall be made thereunder for any distribution of
          Distributed Securities if the Company makes proper provision so that
          each holder of a Note who converts such Note (or any portion thereof)
          after the record date for such distribution shall be entitled to
          receive upon such conversion, in addition to the shares of Common
          Stock issuable upon such conversion, the amount and kind of
          Distributed Securities that such holder would have been entitled to
          receive if such holder had, immediately prior to such record date,
          converted such Note into Common Stock, provided that, with respect to
          any Distributed Securities that are convertible, exchangeable or
          exercisable, the foregoing provision shall only apply to the extent
          (and so long as) the Distributed Securities receivable upon conversion
          of such Note would be convertible, exchangeable or exercisable, as
          applicable, without any loss of rights or privileges for a period of
          at least 60 days following conversion of such Note.

               (e)  In case the Company shall, by dividend or otherwise,
          distribute to all holders of its Common Stock cash (excluding (x) any
          quarterly cash dividend on the Common Stock to the extent the
          aggregate cash dividend per share of Common Stock in any fiscal
          quarter does not exceed the greater of (A) the amount per share of
          Common Stock of the next preceding quarterly cash dividend on the
          Common Stock to the extent such preceding quarterly dividend did not
          require any adjustment of the Conversion Rate pursuant to this Section
          5.5(e) (as adjusted to reflect subdivisions or combinations of the
          Common Stock), and (B) 10% of the average of the last reported sales
          price of the Common Stock (determined as provided in Section 5.5(g))
          during the ten Trading Days (as defined in Section 5.5(g)) next
          preceding the date of declaration of such dividend and (y) any
          dividend or distribution in connection with the liquidation,
          dissolution or winding up of the Company, whether voluntary or
          involuntary), then, in such case, unless the Company elects to reserve
          such cash for distribution to the holders of the Notes upon the
          conversion of the Notes so that any such holder converting Notes will
          receive upon such conversion, in addition to the shares of Common
          Stock to which such holder is entitled, the amount of cash which such
          holder would have received if such holder had, immediately prior to
          the record date for such distribution of cash, converted its Notes
          into Common Stock, the Conversion Rate shall be adjusted so that the
          same shall equal the rate determined by multiplying the Conversion
          Rate in effect immediately prior to the close of business on such
          record date by a fraction of which the denominator shall be 


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          such Current Market Price of the Common Stock on the record date less
          the amount of cash so distributed (and not excluded as provided above)
          applicable to one share of Common Stock and the numerator of which
          shall be the Current Market Price of the Common Stock on such record
          date; such adjustment to be effective immediately prior to the opening
          of business on the day following the record date; provided, however,
          that in the event the portion of the cash so distributed applicable to
          one share of Common Stock is equal to or greater than the Current
          Market Price of the Common Stock on the record date, in lieu of the
          foregoing adjustment, adequate provision shall be made so that each
          Noteholder shall have the right to receive upon conversion the amount
          of cash such holder would have received had such holder converted each
          Note on the record date.  If such dividend or distribution is not so
          paid or made, the Conversion Rate shall again be adjusted to be the
          Conversion Rate which would then be in effect if such dividend or
          distribution had not been declared.

          If any adjustment is required to be made as set forth in this
          subsection (e) as a result of a distribution that is a quarterly
          dividend, such adjustment shall be based upon the amount by which such
          distribution exceeds the amount of the quarterly cash dividend
          permitted to be excluded pursuant hereto.  If an adjustment is
          required to be made as set forth in this subsection (e) above as a
          result of a distribution that is not a quarterly dividend, such
          adjustment shall be based upon the full amount of the distribution. 

               (f)  In case a tender or exchange offer made by the Company or
          any subsidiary of the Company for all or any portion of the Common
          Stock shall expire and such tender or exchange offer shall involve the
          payment by the Company or such subsidiary of consideration per share
          of Common Stock having a fair market value (as determined by the Board
          of Directors or, to the extent permitted by applicable law, a duly
          authorized committee thereof, whose determination shall be conclusive,
          and described in a resolution of the Board of Directors or such duly
          authorized committee thereof, as the case may be, at the last time
          (the "Expiration Time") tenders or exchanges may be made pursuant to
          such tender or exchange offer (as it shall have been amended), that
          exceeds the Current Market Price of the Common Stock on the Trading
          Day next succeeding the Expiration Time, the Conversion Rate shall be
          adjusted so that the same shall equal the rate determined by
          multiplying the Conversion Rate in effect immediately prior to the
          Expiration Time by a fraction of which the denominator shall be the
          number of shares of Common Stock outstanding (including any tendered
          or exchanged shares) on the Expiration Time multiplied by the Current
          Market Price of the Common Stock on the Trading Day next succeeding
          the Expiration Time and the numerator of which shall be the sum of (x)
          the fair market value (determined as aforesaid) of the aggregate
          consideration payable to stockholders based on the acceptance (up to
          any maximum specified in the terms of the tender or exchange offer) of
          all shares validly tendered or exchanged and not withdrawn as of the
          Expiration Time (the shares deemed so accepted up to any such maximum,
          being referred to as the "Purchased Shares") and (y) the product of
          the number of shares of Common Stock outstanding (less any Purchased
          Shares) on the Expiration Time and the Current Market Price of the
          Common Stock on the Trading Day next succeeding the Expiration Time;
          such adjustment to become effective immediately prior to the opening
          of business on the day following the Expiration Time.  If the Company
          is obligated to purchase shares pursuant to any such tender or
          exchange offer, but the Company is permanently prevented by applicable
          law from effecting any such purchases or all such purchases are
          rescinded, the Conversion 

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<PAGE>

          Rate shall again be adjusted to be the Conversion Rate which would
          then be in effect if such tender or exchange offer had not been made.

               (g)  For purposes of this Section 5.5, the following terms shall
          have the meaning indicated:

                    (i)  "Current Market Price" per share of Common Stock at any
               date shall be deemed to be the average of the last reported sale
               prices for the ten (10) consecutive Trading Days (as defined
               below) preceding the day before the record date with respect to
               any distribution, issuance or other event requiring such
               computation.

                    (ii) "Closing Price" with respect to any securities on any
               day shall mean the closing sale price regular way on such day or,
               in case no such sale takes place on such day, the average of the
               reported closing bid and asked prices, regular way, in each case
               on the Nasdaq National Market or New York Stock Exchange, or, if
               such security is not listed or admitted to trading on such
               quotation system or exchange, on the principal national security
               exchange or quotation system on which such security is quoted or
               listed or admitted to trading, or, if not quoted or listed or
               admitted to trading on any national securities exchange or
               quotation system, the average of the closing bid and asked prices
               of such security on the over-the-counter market on the day in
               question as reported by the National Quotation Bureau
               Incorporated, or a similar generally accepted reporting service,
               or if not so available, in such manner as furnished by any New
               York Stock Exchange member firm selected from time to time by the
               Board of Directors for that purpose, or a price determined in
               good faith by the Board of Directors, whose determination shall
               be conclusive and described in a Board Resolution.

                    (iii)     "fair market value" shall mean the amount which a
               willing buyer under no compulsion to buy would pay a willing
               seller under no compulsion to sell in an arm's length
               transaction.

                    (iv) "record date" shall mean, with respect to any dividend,
               distribution or other transaction or event in which the holders
               of Common Stock have the right to receive any cash, securities or
               other property or in which the Common Stock (or other applicable
               security) is exchanged for or converted into any combination of
               cash, securities or other property, the date fixed for
               determination of stockholders entitled to receive such cash,
               securities or other property (whether such date is fixed by the
               Board of Directors or by statute, contract or otherwise). 

                    (v)  "Trading Day" shall mean (x) if the applicable security
               is quoted on the Nasdaq National Market, a day on which trades
               may be made on thereon or (y) if the applicable security is
               listed or admitted for trading on the New York Stock Exchange or
               another national security exchange, a day on which the New York
               Stock Exchange or another national security exchange is open for
               business or (z) if the applicable security is not so listed,
               admitted for trading or quoted, any day other than a Saturday or
               Sunday or a day on which 



                                          8

<PAGE>

               banking institutions in the State of New York are authorized or
               obligated by law or executive order to close. 

               (h)  Rights or warrants distributed by the Company to all holders
          of Common Stock entitling the holders thereof to subscribe for or
          purchase shares of the Company's capital stock (either initially or
          under certain circumstances), which rights or warrants, until the
          occurrence of a specified event or events ("Trigger Event"):     

                    (i)  are deemed to be transferred with such shares of Common
               Stock, 

                    (ii) are not exercisable, and

                    (iii)     are also issued in respect of future issuances of
               Common Stock, shall not be deemed distributed for purposes of
               this Section 5.5 until the occurrence of the earliest Trigger
               Event.  In addition, in the event of any distribution of rights
               or warrants, or any Trigger Event with respect thereto, that
               shall have resulted in an adjustment to the Conversion Rate under
               this Section 5.5, (1) in the case of any such rights or warrants
               which shall all have been redeemed or repurchased without
               exercise by any holders thereof, the Conversion Rate shall be
               readjusted upon such final redemption or repurchase to give
               effect to such distribution or Trigger Event, as the case may be,
               as though it were a cash distribution, equal to the per share
               redemption or repurchase price received by a holder of Common
               Stock with respect to such rights or warrants (assuming such
               holder had retained such rights or warrants), made to all holders
               of Common Stock as of the date of such redemption or repurchase,
               and (2) in the case of any such rights or warrants all of which
               shall have expired without exercise by any holder thereof, the
               Conversion Rate shall be readjusted as if such issuance had not
               occurred.

               (i)  No adjustment to the Conversion Rate shall be required
          unless such adjustment would require an increase or decrease of at
          least 1% in such rate; provided, however, that any adjustments which
          by reason of this subsection (i) are not required to be made shall be
          carried forward and taken into account in any subsequent adjustment. 
          All calculations under this Section 5 shall be made by the Company and
          shall be made to the nearest cent or to the nearest one hundredth of a
          share, as the case may be.  Anything in this Section 5.5 to the
          contrary notwithstanding, the Company shall be entitled to make such
          increases in the Conversion Rate, in addition to those required by
          this Section 5.5, as it in its discretion shall determine to be
          advisable in order that any stock dividends, subdivision of shares,
          distribution of rights to purchase stock or securities, or any
          distribution of securities convertible into or exchangeable for stock
          hereafter made by the Company to its stockholders shall not be
          taxable.  To the extent permitted by applicable law, the Company from
          time to time may increase the Conversion Rate by any amount for any
          period of time if the period is at least 20 days, the increase is
          irrevocable during the period and the Board of Directors shall have
          made a determination that such increase would be in the best interests
          of the Company, which determination shall be conclusive.  Whenever the
          Conversion Rate is so increased, the Company shall mail to Noteholders
          and file with the Trustee and the conversion agent a notice of the
          increase.  The Company shall mail the notice at least 5 days before
          the date the increased Conversion Rate takes effect.  The notice shall
          state the increased Conversion Rate and the period it will be in
          effect.  



                                          9

<PAGE>

               (j)  Whenever the Conversion Rate is adjusted, as herein
          provided, the Company shall promptly file with the Trustee and any
          conversion agent other than the Trustee an Officers' Certificate
          setting forth the Conversion Rate after such adjustment and setting
          forth a brief statement of the facts requiring such adjustment. 
          Promptly after delivery of such certificate, the Company shall prepare
          a notice of such adjustment of the Conversion Rate setting forth the
          adjusted Conversion Rate and the date on which such adjustment becomes
          effective and shall mail such notice of such adjustment of the
          Conversion Rate to each Noteholder at its last address appearing on
          the Note register provided for in the Indenture, within twenty (20)
          days after execution thereof.  Failure to deliver such notice shall
          not affect the legality or validity of any such adjustment. 

               (k)  In any case in which this Section 5.5 provides that an
          adjustment shall become effective immediately after a record date for
          an event, the Company may defer until the occurrence of such event (i)
          issuing to the holder of any Note converted after such record date and
          before the occurrence of such event the additional shares of Common
          Stock issuable upon such conversion by reason of the adjustment
          required by such event over and above the Common Stock issuable upon
          such conversion before giving effect to such adjustment and (ii)
          paying to such holder any amount in cash or additional shares in lieu
          of any fractional share pursuant to Section 5.3. 

               (l)  In case of a tender or exchange offer made by a Person other
          than the Company or any subsidiary for an amount which increases the
          offeror's ownership of Common Stock to more than 25% of the Common
          Stock outstanding and shall involve the payment by such Person of
          consideration per share of Common Stock having a fair market value (as
          determined by the Board of Directors, whose determination shall be
          conclusive, and described in a resolution of the Board of Directors)
          at the Expiration Time that exceeds the Current Market Price of the
          Common Stock on the Trading Day next succeeding the Expiration Time,
          and in which, as of the Expiration Time, the Board of Directors is not
          recommending rejection of the offer, the Conversion Rate shall be
          increased so that the same shall equal the price determined by
          multiplying the Conversion Rate in effect immediately prior to the
          Expiration Time by a fraction of which the denominator shall be the
          number of shares of Common Stock outstanding (including any tendered
          or exchange shares) at the Expiration Time multiplied by the Current
          Market Price of the Common Stock on the Trading Day next succeeding
          the Expiration Time and the numerator shall be the sum of (x) the fair
          market value (determined as aforesaid) of the aggregate consideration
          payable to stockholders based on the acceptance (up to any maximum
          specified in the terms of the tender or exchange offer) of all
          Purchased Shares and (y) the product of the number of shares of Common
          Stock outstanding (less any Purchased Shares) on the Expiration Time
          and the Current Market Price of the Common Stock on the Trading Day
          next succeeding the Expiration Time, such increase to become effective
          immediately prior to the opening of business on the day following the
          Expiration Time.  In the event that such Person is obligated to
          purchase shares pursuant to any such tender or exchange offer, but
          such Person is permanently prevented by applicable law from effecting
          any such purchases or all such  purchases are rescinded, the
          Conversion Rate shall again be adjusted to be the Conversion Rate
          which would then be in effect if such tender or exchange offer had not
          been made.  Notwithstanding the foregoing, the adjustment described in
          this Section 5.5(l) shall not be made if, as of the Expiration Time,
          the offering documents with 


                                          10

<PAGE>

          respect to such offer disclose a plan or intention to cause the
          Company to engage in any transaction described in Article 8 of the
          Indenture. 

          Section 5.6.   Effect of Reclassification, Consolidation, Merger or
          Sale.  If any of the following events occur, namely (i) any
          reclassification or change of the outstanding shares of Common Stock
          (other than a subdivision or combination to which Section 5.5(c)
          applies), (ii) any consolidation, merger or combination of the Company
          with another corporation as a result of which holders of Common Stock
          shall be entitled to receive stock, securities or other property or
          assets (including cash) with respect to or in exchange for such Common
          Stock, or (iii) any sale or conveyance of the properties and assets of
          the Company as, or substantially as, an entirety to any other
          corporation as a result of which holders of Common Stock shall be
          entitled to receive stock, securities or other property or assets
          (including cash) with respect to or in exchange for such Common Stock,
          then the Company or the successor or purchasing corporation, as the
          case may be, shall execute with the Trustee a supplemental indenture
          (which shall comply with the Trust Indenture Act as in force at the
          date of execution of such supplemental indenture) providing that such
          Note shall be convertible into the kind and amount of shares of stock
          and other securities or property or assets (including cash) receivable
          upon such reclassification, change, consolidation, merger,
          combination, sale or conveyance by a holder of a number of shares of
          Common Stock issuable upon conversion of such Notes (assuming, for
          such purposes, a sufficient number of authorized shares of Common
          Stock available to convert all such Notes) immediately prior to such
          reclassification, change, consolidation, merger, combination, sale or
          conveyance assuming such holder of Common Stock did not exercise his
          rights of election, if any, as to the kind or amount of securities,
          cash or other property receivable upon such consolidation, merger,
          statutory exchange, sale or conveyance (provided, that, if the kind or
          amount of securities, cash or other property receivable upon such
          consolidation, merger, statutory exchange, sale or conveyance is not
          the same for each share of Common Stock in respect of which such
          rights of election shall not have been exercised
          ("nonelecting-share")), then for the purposes of this Section 5.6 the
          kind and amount of securities, cash or other property receivable upon
          such consolidation, merger, statutory exchange, sale or conveyance for
          each non-electing share shall be deemed to be the kind and amount so
          receivable per share by a plurality of the non-electing shares.  Such
          supplemental indenture shall provide for adjustments which shall be as
          nearly equivalent as may be practicable to the adjustments provided
          for in this Article. 

          The Company shall cause notice of the execution of such supplemental
          indenture to be mailed to each holder of Notes, at his address
          appearing on the Note register provided for in the Indenture, within
          twenty (20) days after execution thereof.  Failure to deliver such
          notice shall not affect the legality or validity of such supplemental
          indenture. 

          The above provisions of this Section shall similarly apply to
          successive reclassifications, changes, consolidations, mergers,
          combinations, sales and conveyances.

          If this Section 5.6 applies to any event or occurrence, Section 5.5
          shall not apply.

          Section 5.7.   Taxes on Shares Issued.  The issue of stock
          certificates on conversions of Notes shall be made without charge to
          the converting Notholder for any tax in respect of the issue thereof.
          The Company shall not, however, be required to pay any tax which may
          be payable in respect of any transfer involved in the issue and
          delivery of stock in 


                                          11

<PAGE>

          any name other than that of the holder of any Note converted, and the
          Company shall not be required to issue or deliver any such stock
          certificate unless and until the person or persons requesting the
          issue thereof shall have paid to the Company the amount of such tax or
          shall have established to the satisfaction of the Company that such
          tax has been paid.

          Section 5.8.   Reservation of Shares; Shares to be Fully Paid;
          Compliance with Governmental Requirements; Listing of Common Stock. 
          The Company shall provide, free from preemptive rights, out of its
          authorized but unissued shares or shares held in treasury, sufficient
          shares of Common Stock to provide for the conversion of the Notes from
          time to time as such Notes are presented for conversion.

          Before taking any action which would cause an adjustment reducing the
          Conversion Price below the then par value, if any, of the shares of
          Common Stock issuable upon conversion of the Notes, the Company will
          take all corporate action which may, in the opinion of its counsel, be
          necessary in order that the Company may validly and legally issue
          shares of such Common Stock at such adjusted Conversion Price.

          The Company covenants that all shares of Common Stock which may be
          issued upon conversion of Notes will upon issue be fully paid and
          non-assessable by the Company and free from all taxes, liens and
          charges with respect to the issue thereof.

          The Company covenants that if any shares of Common Stock to be
          provided for the purpose of conversion of Notes hereunder require
          registration with or approval of any governmental authority under any
          federal or state law before such shares may be validly issued upon
          conversion, the Company will in good faith and as expeditiously as
          possible endeavor to secure such registration or approval, as the case
          may be.

          The Company further covenants that if at any time the Common Stock
          shall be listed on the Nasdaq National Market, the New York Stock
          Exchange or any other national securities exchange or automated
          quotation system the Company will, if permitted by the rules of such
          exchange or automated quotation system, list and keep listed, so long
          as the Common Stock shall be so listed on such exchange or automated
          quotation system, all Common Stock issuable upon conversion of the
          Notes; provided, however, that if rules of such exchange or automated
          quotation system permit the Company to defer the listing of such
          Common Stock until the first conversion of the Notes into Common Stock
          in accordance with the provisions of the Indenture, the Company
          covenants to list such Common Stock issuable upon conversion of the
          Notes in accordance with the requirements of such exchange or
          automated quotation system at such time. 

          Section 5.9.   Responsibility of Trustee.  The Trustee and any other
          conversion agent shall not at any time be under any duty or
          responsibility to any holder of Notes to determine whether any facts
          exist which may require any adjustment of the Conversion Price, or
          with respect to the nature or extent or calculation of any such
          adjustment when made, or with respect to the method employed, or
          herein or in any supplemental indenture provided to be employed, in
          making the same.  The Trustee and any other conversion agent shall not
          be accountable with respect to the validity or value (or the kind or
          amount) of any shares of Common Stock, or of any securities or
          property, which may at any time be issued or delivered upon the
          conversion of any Note; and the Trustee and any other conversion agent
          make no representations with respect thereto.  Subject to 



                                          12

<PAGE>
          the provisions of the Indenture, neither the Trustee nor any
          conversion agent shall be responsible for any failure of the Company
          to issue, transfer or deliver any shares of Common Stock or stock
          certificates or other securities or property or cash upon the
          surrender of any Note for the purpose of conversion or to comply with
          any of the duties, responsibilities or covenants of the Company
          contained in this Article.  Without limiting the generality of the
          foregoing, neither the Trustee nor any conversion agent shall be under
          any responsibility to determine the correctness of any provisions
          contained in any supplemental indenture entered into pursuant to
          Section 5.6 relating either to the kind or amount of shares of stock
          or securities or property (including cash) receivable by Noteholders
          upon the conversion of their Notes after any event referred to in such
          Section 5.6 or to any adjustment to be made with respect thereto, but,
          subject to the provisions of Article 6 of the Indenture, may accept as
          conclusive evidence of the correctness of any such provisions, and
          shall be protected in relying upon, the Officers' Certificate (which
          the Company shall be obligated to file with the Trustee prior to the
          execution of any such supplemental indenture) with respect thereto.

          Section 5.10.  Notice to Holders Prior to Certain Actions.  In case:

               (a)  the Company shall declare a dividend (or any other
          distribution) on its Common Stock that would require an adjustment in
          the Conversion Price pursuant to Section 5.5; or

               (b)  the Company shall authorize the granting to the holders of
          its Common Stock of rights or warrants to subscribe for or purchase
          any share of any class or any other rights or warrants; or

               (c)  of any reclassification or reorganization of the Common
          Stock of the Company (other than a subdivision or combination of its
          outstanding Common Stock, or a change in par value, or from par value
          to no par value, or from no par value to par value), or of any
          consolidation or merger to which the Company is a party and for which
          approval of any shareholders of the Company is required, or of the
          sale or transfer of all or substantially all of the assets of the
          Company; or 

               (d)  of the voluntary or involuntary dissolution, liquidation or
          winding-up of the Company;

          the Company shall cause to be filed with the Trustee and to be mailed
          to each holder of Notes at his address appearing on the Note register
          provided for in the Indenture, as promptly as possible but in any
          event at least fifteen (15) days prior to the applicable date
          hereinafter specified, a notice stating (x) the date on which a record
          is to be taken for the purpose of such dividend, distribution or
          rights or warrants, or, if a record is not to be taken, the date as of
          which the holders of Common Stock of record to be entitled to such
          dividend, distribution or rights are to be determined, or (y) the date
          on which such reclassification, consolidation, merger, sale, transfer,
          dissolution, liquidation or winding-up is expected to become effective
          or occur, and the date as of which it is expected that holders of
          Common Stock of record shall be entitled to exchange their Common
          Stock for securities or other property deliverable upon such
          reclassification, consolidation, merger, sale, transfer, dissolution,
          liquidation or winding-up.  Failure to give such notice, or any defect
          therein, shall not affect the legality or validity of such dividend, 


                                          13

<PAGE>

          distribution, reclassification, consolidation, merger, sale, transfer,
          dissolution, liquidation or winding-up.

     6.   The Notes are subject to redemption, as set forth in the form of the  
          Note.

     7.   The Notes are not subject to a sinking fund or other analogous fund
          requirement.

     8.   The Corporate Trust Office of First Trust of New York, National
          Association is appointed as the principal paying agent, transfer
          agent, and registrar for the Notes and for the purpose mentioned in
          Section 10.2 of the Indenture.  The Notes may be presented for payment
          at maturity at such Corporate Trust Office, or at any other agency as
          may be appointed by the Issuer from time to time in The City of New
          York.

     9.   The Notes will be represented by one or more Global Notes as described
          under the caption "Description of the Notes--Book Entry; Delivery and
          Form" in the Issuer's Prospectus Supplement dated October __, 1997
          with respect to the offering of the Notes.  There will be no bearer
          notes.

     10.  The Notes shall have such other terms and conditions (including
          subordination) as are set forth in the form of the Note.  The Notes
          shall be subject to the provisions of the Indenture [, except that the
          terms of Sections 14.2 and 14.3 of the Indenture shall not apply to
          the Notes].

     11.  The attached form of the Notes is in the form hereby approved by the
          undersigned pursuant to authority granted by the Board of Directors of
          the Company.  

     This Certificate is delivered pursuant to the provisions of Sections 2.1,
3.1 and 3.3 of the Indenture.  The undersigned hereby certify as follows:

          (a)  we have read each of the Sections of the Indenture referred to   
above, and the definitions of the Indenture relating thereto;

          (b)  we have examined the Indenture, the form of Notes and such other 
     documents, records and instruments as we have deemed necessary for purposes
     of giving this Certificate;

          (c)  in our opinion, we have made such examination and investigation  
as is necessary to enable us to express an informed opinion as to whether the
conditions precedent to the issuance of the Notes have been complied with; and

          (d)  in our opinion, the conditions precedent to the issuance of the  
Notes have been complied with.


                                          14

<PAGE>
 


Dated:  October 16, 1997                ----------------------------------
                                        Paul W. Whetsell, President, Chief 
                                        Executive Officer and Chairman of  
                                        the Board

Dated:  October 16, 1997                ----------------------------------
                                        John Emery, 
                                        Chief Financial Officer


                                          15

<PAGE>
 

                                    FORM OF NOTE
                                          
                                          
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
                                          
                                          
                                          
                                          
<PAGE>
                                          
                                           
                                          
                                          
                                CAPSTAR HOTEL COMPANY
                                          
              4.75% CONVERTIBLE SUBORDINATED NOTE DUE 2004 No. ______ 
                                          
CUSIP

     CapStar Hotel Company, a corporation duly organized and validly existing
under the laws of the State of Delaware (herein called the "Company"), which
term includes any successor corporation under the Indenture referred to on the
reverse hereof, for value received hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of One Hundred Seventy Two Million Five
Hundred Thousand Dollars ($172,500,000) on October 15, 2004, at the office or
agency of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, or, at the option of the holder of this Note, at the
Corporate Trust Office, in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semi-annually on April 15 and October 15 of
each year, commencing April 15 , 1998, on said principal sum at said office or
agency, in like coin or currency, at the rate per annum of 4.75% from October
16, 1997 (or from the most recent interest payment date to which interest has
been paid or provided for), until payment of said principal sum has been made or
duly provided for.  Notwithstanding the foregoing, if the date hereof is after
any April 1 or October 1, as the case may be, and before the following April 15
or October 15, this Note shall bear interest from such April 1 or October 1;
provided, however, that if the Company shall default in the payment of interest
due on such April 15 or October 15, then this Note shall bear interest from the
next preceding April 1 or October 1 to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for on such Note,
from October 16, 1997.  The interest payable on the Note pursuant to the
Indenture on any April 15 or October 15, will be paid to the person entitled
thereto as it appears in the Note register at the close of business on the
record date, which shall be the April 1 or October 1 (whether or not a Business
Day) next preceding such April 15 or October 15, as provided in the Indenture;
provided, that any such interest not punctually paid or duly provided for shall
be payable as provided in the Indenture.  Interest may, at the option of the
Company, be paid by check mailed to the registered address of such person.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, including, without limitation, provisions subordinating the
payment of principal amount at maturity, Issue Price, Redemption Price, Change
in Control Purchase Price and interest on the Notes to the prior payment in full
of all Senior Indebtedness, as defined in the Indenture, and provisions giving
the holder of this Note the right to convert this Note into Common Stock of the
Company on the terms and subject to the limitations referred to on the reverse
hereof and as more fully specified in the Indenture.  Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place. 

     This Note shall be deemed to be a contract made under the laws of New York,
and for all purposes shall be construed in accordance with and governed by the
laws of New York, without regard to principles of conflicts of laws.

     This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been manually signed by the
Trustee or a duly authorized authenticating agent under the Indenture.

     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
under its corporate seal.




<PAGE>



                                   CAPSTAR HOTEL COMPANY

                                   
                                   
                                   
                                             By:  _____________________________
                                                  Name:
                                                  Title:
                                   
Attest:  ____________________________


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes described in the
within-named Indenture.

Dated:  October 16, 1997

__________________________, as Trustee


By:       ______________________________
          Authorized Signatory


By:       ______________________________
          As Authenticating Agent (if different
          from Trustee)


                                          2

<PAGE>

 




                             [FORM OF REVERSE OF NOTE]
                                          
                               CAPSTAR HOTEL COMPANY
                                          
                   4.75% CONVERTIBLE SUBORDINATED NOTE DUE 2004 
                                          
          This Note is one of a duly authorized issue of Notes of the Company,
designated as its 4.75% Convertible Subordinated Notes due 2004 (herein called
the "Notes"), limited to the aggregate principal amount at maturity of
$172,500,000 all issued or to be issued under and pursuant to an indenture dated
as of October 15, 1997 (herein called the "Indenture"), between the Company and
First Trust of New York, National Association, as trustee (herein called the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Notes.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the Issue Price, and accrued interest, if any,
through the date of declaration on all Notes may be declared, and upon such
declaration shall become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.

          The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount at maturity of the Notes at the time outstanding,
evidenced as in the Indenture provided, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in any
manner the rights of the holders of the Notes; provided, however, that as
provided in the Indenture, no such supplemental indenture shall (i) extend the
fixed maturity of any Note, or reduce the rate or extend the time of payment of
interest thereon, or reduce the principal amount at maturity thereof, or reduce
any amount payable on redemption or repurchase thereof, or impair the right of
any Noteholder to institute suit for the payment thereof, or make the principal
amount at maturity thereof or Redemption Price, Change in Control Purchase Price
or interest thereon payable in any coin or currency other than that provided in
the Note, or modify the provisions of the Indenture with respect to the
subordination of the Notes in a manner adverse to the Noteholders in any
material respect, or change the obligation of the Company to make redemption of
any Note upon the happening of a Change in Control in a manner adverse to the
holder of the Notes, or impair the right to convert the Notes into Common Stock
subject to the terms set forth in the Indenture, as supplemented, without the
consent of the holder of each Note so affected or (ii) reduce the aforesaid
percentage of Notes, the holders of which are required to consent to any such
supplemental indenture, without the consent of the holders of all Notes then
outstanding.  It is also provided in the Indenture that, prior to any
declaration accelerating the maturity of the Notes, the holders of a majority in
aggregate principal amount of the Notes at the time outstanding may on behalf of
the holders of all of the Notes waive any past default or Event of Default under
the Indenture and its consequences except a default in the payment of principal
amount at maturity, Redemption Price, Change in Control Purchase Price or
interest in respect of any of the Notes or a failure by the Company to convert
any Notes into Common Stock of the Company.  Any such consent or waiver by the
holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Note and any Notes which may be issued in exchange or substitute hereof,
irrespective of whether or not any notation thereof is made upon this Note or
such other Notes.



<PAGE>


          The indebtedness evidenced by the Notes is, to the extent and in the
manner provided in the Indenture, expressly subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness (as defined
below) of the Company, whether outstanding at the date of the Indenture or
thereafter incurred, and this Note is issued subject to the provisions of the
Indenture with respect to such subordination.  Each holder of this Note, by
accepting the same, agrees to and shall be bound by such provisions and
authorizes the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination so provided and appoints the Trustee
his attorney-in-fact for such purpose.

          No payment shall be made with respect to the principal of, or premium,
if any, or interest on the Notes (including the Payment of any Redemption Price
or Change in Control Purchase Price (as defined below)), if (i) a default in the
payment of principal, premium, if  any, interest, rent or other obligations in
respect of Senior Indebtedness occurs and is continuing (or, in the case of
Senior Indebtedness for which there is a period of grace, in the event of such a
default that continues beyond the period of grace, if any, specified in the 
instrument or lease evidencing such Senior Indebtedness); or (ii) a default,
other than a payment default, on Designated Senior Indebtedness occurs and is
continuing that then permits holders of such Designated Senior Indebtedness to
accelerate its maturity and the Trustee receives a notice of the default (a
"Payment Blockage Notice") from a Representative or the Company.  The Company
may and shall resume payments on and distributions in respect of the Notes upon
the earlier of: (1) the date upon which the default is cured or waived or ceases
to exist, or (2) in the case of a default referred to in clause (ii) above, 179
days after the Payment Blockage Notice is received.  No subsequent period of
payment blockage may be commenced pursuant to  a Payment Blockage Notice unless
and until (A) at least 365 days shall have elapsed since the initial
effectiveness of the immediately prior Payment Blockage Notice, and (B) all
scheduled payments of principal amount at maturity, Redemption Price, Change in
Control Purchase Price and interest on the Notes that have come due have been
paid in full in cash.  During any period of payment blockage, any payment that
otherwise would have been made during such period will accrue interest, to the
extent legally permissible, at the annual rate set forth herein from the date on
which such payment was required under the terms of the Indenture until the date
of payment.  No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice.

          For purposes of the Notes, the term "Senior Indebtedness" means the
principal of, premium, if any, interest (including all interest accruing
subsequent to the commencement of any bankruptcy or similar proceeding, whether
or not a claim for post-petition interest is allowable as a claim in any such
proceeding) and rent payable on or in connection with, and all fees, costs,
expenses and other amounts accrued or due on or in connection with, Indebtedness
(as defined below) of the Company, whether outstanding on the date of the
Indenture or thereafter created, incurred, assumed, guaranteed or in effect
guaranteed by the Company (including all deferrals, renewals, extensions or
refundings of, or amendments, modifications or supplements to, the foregoing),
unless in the case of any particular Indebtedness the instrument creating or
evidencing the same or the assumption or guarantee thereof expressly provides
that such Indebtedness shall not be senior in right of payment to the Notes or
expressly provides that such Indebtedness is "pari passu" with or "junior" to
the Notes.  Notwithstanding the foregoing, the term Senior Indebtedness shall
not include any Indebtedness of the Company to any subsidiary of the Company, a
majority of the voting stock of which is owned, directly or indirectly, by the
Company.  If any payment made to any holder of any Senior Indebtedness or its
Representative with respect to such Senior Indebtedness is rescinded or must
otherwise be returned by such holder or Representative upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, the 


                                          2

<PAGE>



reinstated Indebtedness of the Company arising as a result of such rescission or
return shall constitute Senior Indebtedness effective as of the date of such
rescission or return.  

          The term "Indebtedness" means, with respect to any Person, and without
duplication, (a) all indebtedness, obligations and other liabilities (contingent
or otherwise) of such Person for borrowed money (including obligations of the
Company in respect of overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances from
banks, whether or not evidenced by notes or similar instruments) or evidenced by
bonds, debentures, notes or similar instruments (whether or not the recourse of
the lender is to the whole of the assets of such Person or to only a portion
thereof) (other than any account payable or other accrued current liability or
obligation incurred in the ordinary course of business in connection with the
obtaining of materials or services), (b) all reimbursement obligations and other
liabilities (contingent or otherwise) of such Person with respect to letters of
credit, bank guarantees or bankers' acceptances, (c) all obligations and
liabilities (contingent or otherwise) in respect of leases of such Person
required, in conformity with generally accepted accounting principles, to be
accounted for as capitalized lease obligations on the balance sheet of such
Person and all obligations and other liabilities (contingent or otherwise) under
any lease or related document (including a purchase agreement) in connection
with the lease of real property which provides that such Person is contractually
obligated to purchase or cause a third party to purchase the leased property and
thereby guarantee a minimum residual value of the leased property to the lessor
and the obligations of such Person under such lease or related document to
purchase or to cause a third party to purchase such leased property, (d) all
obligations of such Person (contingent or otherwise) with respect to an interest
rate or other swap, cap or collar agreement or other similar instrument or
agreement or foreign currency hedge, exchange, purchase or similar instrument or
agreement, (e) all direct or indirect guaranties or similar agreements by such
Person in respect of, and obligations or liabilities (contingent or otherwise)
of such Person to purchase or otherwise acquire or otherwise assure a creditor
against loss in respect of, indebtedness, obligations or liabilities of another
Person of the kind described in clauses (a) through (d), (f) any indebtedness or
other obligations described in clauses (a) through (d) secured by any mortgage,
pledge, lien or other encumbrance existing on property which is owned or held by
such Person, regardless of whether the indebtedness or other obligation secured
thereby shall have been assumed by such Person and (g) any and all deferrals,
renewals, extensions and refundings of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the kind described
in clauses (a) through (f).

          The term "Designated Senior Indebtedness" means any particular Senior
Indebtedness in which the instrument creating or evidencing the same or the
assumption or guarantee thereof (or related agreements or documents to which the
Company is a party) expressly provides that such Senior Indebtedness shall be
"Designated Senior Indebtedness" for purposes of the Indenture (provided that
such instrument, agreement or other document may place limitations and
conditions on the right of such Senior Indebtedness to exercise the rights of
Designated Senior Indebtedness).  If any payment made to any holder of any
Designated Senior Indebtedness or its Representative with respect to such
Designated Senior Indebtedness is rescinded or must otherwise be returned by
such holder or Representative upon the insolvency, bankruptcy or reorganization
of the Company or otherwise, the reinstated Indebtedness of the Company arising
as a result of such rescission or return shall constitute Designated Senior
Indebtedness effective as of the date of such rescission or return.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal amount at maturity, Issue
Price, Redemption Price, Change in Control Purchase Price and 

                                          3

<PAGE>


interest on this Note at the place, at the respective times, at the rate and in
the coin or currency herein prescribed.  

          Interest on the Notes shall be computed on the basis of a year of a
360-day year or twelve 30-day months.  In the case of any Note (or portion
thereof) which is converted into Common Stock of the Company during the period
from (but excluding) a recorded date to (but excluding) the next succeeding
interest payment date either (i) if such Note (or portion thereof) has been
called for redemption on a redemption date which occurs during such period, or
is to be redeemed in connection with a Change in Control Purchase Date which
occurs during such period, the Company shall not be required to pay interest on
such interest payment date in respect of any such Note (or portion thereof) or
(ii) if otherwise, any Note (or portion thereof) submitted for conversion during
such period shall be accompanied by funds equal to the interest payable on such
succeeding interest payment date on the aggregate principal amount at maturity
so converted.

          The Notes are issuable in registered form without coupons in
denominations of $1,000 principal amount at maturity and any integral multiple
thereof.  At the office or agency of the Company referred to on the face hereof,
and in the manner and subject to the limitations provided in the Indenture, but
without payment of any service charge (but with payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration or exchange of Notes), Notes may be exchanged for a like
aggregate principal amount at maturity of Notes of other authorized
denominations.

          The Notes will not be redeemable at the option of the Company prior to
October 15, 2000.  At any time on or after October 15, 2000, and prior to
maturity, the Notes may be redeemed at the option of the Company as a whole, or
from time to time in part, upon mailing a notice of such redemption not less
than 30 days and not more than 60 days before the date fixed for redemption to
the holders of Notes at their last registered addresses, all as provided in the
Indenture, at the following Redemption Prices per $1,000 principal amount at
maturity, together in each case with accrued interest to the date fixed for
redemption.  

Redemption Date                              Redemption Price
---------------                              ----------------
October 15, 2000                                  102.71%   

October 15, 2001                                  102.04%   

October 15, 2002                                  101.36%   

October 15, 2003                                  100.68%   

October 15, 2004                                  100.00%   


Notwithstanding the foregoing, if the date fixed for redemption is an April 15
or October 15, then the interest payable on such date shall be paid to the
holder of record on the next preceding April 1 or October 1.

     The Notes are not subject to redemption through the operation of any
sinking fund.

                                          4

<PAGE>



     In the event of a Change in Control, each holder will have the option,
subject to the terms and conditions of the Indenture (including, without
limitation, the redemption provisions thereof), to require the Company to
repurchase all or any part (provided that the principal amount must be $1,000 or
an integral multiple thereof) of the holder's Notes as of the date that is 30
Business Days after the date of the Company's notice of the occurrence of such
Change in Control (the "Change in Control Purchase Date") for a purchase price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest
up to but not including the Change in Control Purchase Date (the "Change in
Control Purchase Price"); provided that any semi-annual payment of interest
becoming due on the Change in Control Purchase Date shall be payable to the
holders of record on the relevant record date of the Notes being repurchased. 
The payment of the Change in Control Purchase Price shall be made on the fifth
full business day following the Change in Control Purchase Date.

     Within ten Business Days after the occurrence of a Change in Control, the
company is required to mail to each holder and to the Trustee a written notice
of the occurrence of such Change in Control, setting forth, among other things,
the terms and conditions of, and the procedures required for exercise of, the
Holder's right to require the repurchase of such holder's Notes.

     To exercise the repurchase right upon a Change in Control, a holder must
deliver written notice of such exercise to the Trustee at any time prior to the
close of business on the Change in Control Purchase Date, specifying the Notes
with respect to which the repurchase right is being exercised.  Such notice of
exercise may be withdrawn by the holder by a written notice of withdrawal
delivered to the Trustee at any time prior to the close of business on the
Change in Control Purchase Date.  A Change in Control shall be deemed to have
occurred if any of the following occurs after the original issuance of the
Notes:

     (i)  the acquisition by any Person (including any syndicate or group deemed
to be a "person" under Section 13(d)(3) or 14(d)(2) of the Exchange Act or a
successor provision) of beneficial ownership, directly or indirectly, through a
purchase, merger, or other acquisition transaction or series of transactions, of
shares of capital stock of the Company entitling such Person to exercise more
than 50% of the total voting power of all shares of capital stock of the Company
entitling the holders thereof to vote generally in elections of directors; or

     (ii) any consolidation of the Company with, or merger of the Company into,
any other Person, any merger of another Person into the Company, or any sale,
lease, or exchange in one transaction or a series of related transactions, of
all or substantially all of the property and assets of the Company to another
Person (other than (a) any such transaction pursuant to which the holders of 50%
or more of the total voting power of all shares of capital stock of the Company
entitled to vote generally in elections of directors immediately prior to such
transaction have, directly or indirectly, at least 50% or more of the total
voting power of all shares of capital stock of the continuing or surviving
corporation entitled to vote generally in elections of directors of the
continuing or surviving corporation immediately after such transaction, and (b)
a merger which (1) does not result in any reclassification, conversion,
exchange, or cancellation of outstanding shares of capital stock of the Company
or (2) is effected primarily to change the jurisdiction of incorporation of the
Company and results in reclassification, conversion, or exchange of outstanding
shares of Common Stock solely into shares of Common Stock of the surviving
entity); provided, however, that a Change in Control shall not be deemed to have
occurred if the closing price per share of the Common Stock for any 10 trading
days within the period of 20 consecutive trading days ending immediately before
the occurrence of the event that would otherwise constitute a Change in Control
shall equal or exceed 105% of the Conversion Price of the Notes in effect on
each such trading day.


                                          5

<PAGE>


     A "beneficial owner" shall be determined in accordance with Rule 13d-3
promulgated by the Commission under the Exchange Act, as in effect on the date
of execution of the Indenture.

     Subject to the provisions of the Indenture, the holder hereof has the
right, at its option, at any time after 90 days following the date of original
issuance of the Notes and prior to the close of business on October 15, 2004,
or, as to all or any portion hereof called for redemption, prior to the close of
business on the Business Day immediately preceding the date fixed for redemption
(unless the Company shall default in payment due upon redemption thereof), to
convert the principal hereof or any portion of such principal which is $1,000
principal amount at maturity or an integral multiple thereof, into that number
of fully paid and nonassessable shares of Company's Common Stock, as said shares
shall be constituted at the date of conversion, obtained by dividing the
principal amount at maturity of this Note or portion thereof to be converted by
$1,000 and multiplying the result so obtained by 23.2558 (the "Conversion Rate")
or such Conversion Rate as adjusted from time to time as provided in the
Indenture, upon surrender of this Note, together with a conversion notice as
provided in the Indenture, to the Company at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the option of such holder, the Corporate Trust Office, and, unless the
shares issuable on conversion are to be issued in the same name as this Note,
duly endorsed by, or accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the holder or by his duly authorized attorney. 
No adjustment in respect of accrued interest or dividends will be made upon any
conversion; provided, however, that if this Note shall be surrendered for
conversion during the period from the close of business on any record date for
the payment of interest to the close of business on the Business Day preceding
the interest payment date, this Note (unless it or the portion being converted
shall have been called for redemption during the period from the close of
business on any record date for the payment of interest to the close of business
on the Business Day preceding the interest payment date) must be accompanied by
an amount, in New York Clearing House funds or other funds acceptable to the
Company, equal to the interest payable on such interest payment date on the
principal amount at maturity being converted.  No fractional shares will be
issued upon any conversion, but an adjustment in cash will be made, as provided
in the Indenture, in respect of any fraction of a share which would otherwise be
issuable upon the surrender of any Note or Notes for conversion. 

     Any Notes called for redemption, unless surrendered for conversion on or
before the close of business on the date fixed for redemption, may be deemed to
be purchased from the holder of such Notes at an amount equal to the applicable
Redemption Price, together with accrued interest to the date fixed for
redemption, by one or more investment bankers or other purchasers who may agree
with the Company to purchase such Notes from the holders thereof and convert
them into Common Stock of the Company and to make payment for such Notes as
aforesaid to the Trustee in trust for such holders.  

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, or at the option of the holder of this Note, at the Corporate Trust
Office, a new Note or Notes of authorized denominations for an equal aggregate
principal amount at maturity will be issued to the transferee in exchange
thereof, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

     The Company, the Trustee, any authenticating agent, any paying agent, any
conversion agent and any Note registrar may deem and treat the registered holder
hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon
made by anyone other than the Company or any Note registrar), for the purpose of
receiving payment hereof, or on account hereof, for the conversion hereof and
for all other purposes, and neither the Company nor the Trustee nor any other
authenticating agent nor any paying agent nor any 

                                          6

<PAGE>


other conversion agent nor any Note registrar shall be affected by any notice to
the contrary.  All payments made to or upon the order of such registered holder
shall, to the extent of the sum or sums paid, satisfy and discharge liability
for monies payable on this Note.

     No recourse for the payment of the principal amount at maturity, Issue
Price, Redemption Price, Change in Control Purchase Price or any interest on
this Note, or for any claim based hereon or otherwise in respect hereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or any indenture supplemental thereto or in any Note, or because
of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, employee, agent, officer or director or
subsidiary, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

     This Note shall be deemed to be a contract made under the laws of New York,
and for all purposes shall be construed in accordance with the laws of New York,
without regard to principles of conflicts of laws.  

     Terms used in this Note and defined in the Indenture are used herein as
therein defined.

                                          7

<PAGE>

 
                                   ABBREVIATIONS
                                          
                                          
                                          
          The following abbreviations, when used in the inscription of the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM -- as tenants in                     UNIF GIFT MIN ACT --
common

TEN ENT -- as tenants by the                 _________________ Custodian
entireties     (Cust)

JT TEN -- as joint tenants                   _____________________ under
with right of survivorship and               (Minor)
not as tenants in common

          Uniform Gifts to Minors Act
          ____________________(State)
          
     
                      Additional abbreviations may also be used 
                           though not in the above list.
          

                                          8

<PAGE>

 

                                  CONVERSION NOTICE

To:  CAPSTAR HOTEL COMPANY

          The undersigned registered owner of this Note hereby irrevocably
exercises the option to convert this Note, or the portion hereof (which is
$1,000 principal amount at maturity or an integral multiple thereof) below
designated, into shares of Common Stock of CapStar Hotel Company in accordance
with the terms of the Indenture referred to in this Note, and directs that the
shares issuable and deliverable upon such conversion, together with any check in
payment for fractional shares and any Notes representing any unconverted
principal amount hereof, be issued and delivered to the registered holder hereof
unless a different name has been indicated below.  If shares or any portion of
this Note not converted are to be issued in the name of a person other than the
undersigned, the undersigned will check the appropriate box below and pay all
transfer taxes payable with respect thereto.  Any amount required to be paid to
the undersigned on account of interest accompanies this Note.

Dated:                             * Sign exactly as name appears on the other 
                                   side of the Note:
 

                                   ---------------------------------------
                                   Signature(s)


                                   ---------------------------------------
                                   Signature Guarantee
                                                  
Fill in for registration of shares of
Common Stock if to be issued, and
Notes if to be delivered, other than
to and in the name of the registered holder:

---------------------------------------                
(Name)

---------------------------------------                    
(Street Address)
                                       
---------------------------------------           
(City, State and Zip Code)
Please print name and address
                                   Principal amount at maturity to be converted
                                   (if less than all): $___________
                                       
                                   -------------------------------------------
                                   Social Security or Other Taxpayer
                                   Identification Number


<PAGE>

 
                                     ASSIGNMENT
                                          
          For value received _____________________ hereby sell(s), assign(s) and
transfer(s) unto ______________________ (Please insert social security or other
Taxpayer Identification Number of assignee) the within Note, and hereby
irrevocably constitutes and appoints ____________________ attorney to transfer
the said Note on the books of the Company, with full power of substitution in
the premises.


<PAGE>

 
          
                             OPTION TO ELECT REPAYMENT
                              UPON A CHANGE IN CONTROL
                                          
                                          
TO:       CAPSTAR HOTEL COMPANY

          The undersigned registered owner of this Note hereby acknowledges
receipt of a notice from CapStar Hotel Company (the "Company") as to the
occurrence of a Change in Control with respect to the Company and requests and
instructs the Company to repay the entire principal amount at maturity of this
Note, or the portion thereof (which is $1,000 principal amount at maturity or an
integral multiple thereof) below designated, in accordance with the terms of the
Indenture referred to in this Note at the redemption price, together with
accrued interest to, but excluding, such date, to the registered holder hereof.
Dated:              

                                                                      

                                        --------------------------------------

                                        --------------------------------------
                                        Signature(s)

                              NOTICE: The above signatures of the holder(s)
                              hereof must correspond with the name as written
                              upon the face of the Note in every particular
                              without alteration or enlargement or any change
                              whatever.
                                   
                              Principal amount at maturity to be repaid (if less
                              than all): 
                                   
                                             $_______________ 
                                   
                               _________________________________ 
                               Social Security or Other Taxpayer 
                               Identification Number