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                                                                 EXHIBIT 10.1.11

               ELEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP

            This Eleventh Amendment ("Amendment") to the First Amended and
Restated Agreement of Limited Partnership, is entered into by and among Sunstone
Hotel Investors, Inc., a Maryland corporation, in its individual capacity (the
"Company") and in its capacity as the General Partner of the Partnership (the
"General Partner") and each of the Limited Partners of the Partnership (the
"Limited Partners") as of January 31, 1997. All defined terms not otherwise
defined herein shall have the meaning set forth in the Agreement (as defined
below).

                                   RECITALS

      A. WHEREAS, the General Partner and certain Limited Partners executed that
certain First Amended and Restated Agreement of Limited Partnership dated as of
October 16, 1995, amending and restating that certain Limited Partnership
Agreement dated as of September 22, 1994 (as amended, the "Agreement"), and the
General Partner caused Sunstone Hotel Investors, L.P. (the "Partnership") to
file a Certificate of Limited Partnership with the Delaware Secretary of State
on September 23, 1994, thereby causing the Partnership to be formed for the
purposes set forth in the Agreement.

      B. WHEREAS, the Partnership Agreement was amended as of July 31, 1996 to
delay the date until December 31, 1996 by which a registration statement
covering the Redemption Shares was to be filed with the Securities and Exchange
Commission and declared effective.

      C. WHEREAS, the Partnership has determined that the costs and expenses of
filing before December 31, 1996 and maintaining a shelf registration statement
effective with the Commission covering the Redemption Shares would impose more
costs and burdens on the General Partner than would other methods of providing
liquidity to those Limited Partners that wish to redeem their Partnership Units
for cash or Redemption Shares.

      D. WHEREAS, in order to relieve the Partnership of the obligation to file
the Shelf Registration the Limited Partners holding not less than 66 2/3% of the
Partnership Interests desire to evidence their consent to the amendments
described below.

      NOW, THEREFORE, the parties hereto agree as follows:

      1. Defined Terms. Article I of the Agreement is hereby amended by adding
the following defined terms in alphabetical order:

            "REDEMPTION AMOUNT" means the Cash Amount, or the REIT Shares
Amount, as selected by the General Partner in its sole discretion pursuant to
Section 8.5 hereof, subject to the obligation under Section 8.5(c) hereof in
certain cases to pay the Cash Amount.


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            "REDEMPTION SHARES" means all of the REIT Shares issued or to be
issued upon the redemption of Partnership Units under Section 8.5 hereof.

            "REGISTERED REDEMPTION SHARES" means any Redemption Shares covered
by a Shelf Registration.

            "THRESHOLD CASH AMOUNT" has the meaning provided in Section 8.5(a)
hereof.

      2.    Redemption Rights.

            (a) Section 8.5(a) of the Agreement is hereby amended by adding at
      the end of the paragraph the following:

                  "Notwithstanding the preceding sentence to the contrary, if
            the Partnership or the General Partner elects under Section 8.5(c)
            to extend the payment date for the Cash Amount, then to the extent a
            Partnership Record Date occurs between the Specified Redemption Date
            and the date such Cash Amount is paid, the Redeeming Partner shall
            receive the distribution relating to such Partnership Record Date
            with respect to such Partnership Units being redeemed."

            (b) Section 8.5(c) of the Agreement is hereby deleted in its
      entirety and the following inserted in its place:

                  (c) The Partnership or the General Partner, as the case may
            be, shall pay the Cash Amount to a Redeeming Partner as the
            Redemption Amount for such Limited Partner if:

                        (i) the acquisition of REIT Shares by such Limited
                  Partner on the Specified Redemption Date would (A) result in
                  such Limited Partner or any other person owning, directly or
                  indirectly REIT Shares in excess of the "Ownership Limit," as
                  defined in the Articles of Incorporation, (B) result in REIT
                  Shares being owned by fewer than one hundred (100) persons
                  (determined as provided by Section 856(a)(5) of the Code),
                  except as provided in the Articles of Incorporation, (C)
                  result in the General Partner being "closely held" within the
                  meaning of Section 856(h) of the Code, (D) cause the Company
                  to own, directly or constructively, ten percent (10%) or more
                  of the ownership interests in a tenant of the Company's or the
                  Partnership's real property, within the meaning of Section
                  856(d)(2)(B) of the Code, or (E) cause the acquisition of REIT
                  Shares by such Partner to be "integrated" with any other
                  distribution of REIT Shares for purposes of complying with the
                  registration provisions of the Securities Act of 1933, as
                  amended;



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                        (ii) there is not an effective registration statement on
                  file with the Commission covering the Redemption Shares to be
                  issued upon the redemption of the Partnership Units described
                  in the Notice of Redemption for such Redeeming Partner (a) as
                  of the Specified Redemption Date, if the Cash Amount is less
                  than the Threshold Cash Amount, and (b) within 45 days of the
                  Specified Redemption Date (and if such date is not a Business
                  Day, then the next Business Day) if the Cash Amount is more
                  than the Threshold Cash Amount; or

                        (iii) the Partnership or the General Partner, as the
                  case may be, so elects in its sole discretion.

                  Any Cash Amount to be paid to a Redeeming Partner pursuant to
      this Section 8.5 shall be paid on the Specified Redemption Date; provided,
      however, that if the Cash Amount to be paid to all Limited Partners who
      have sent a Notice of Redemption during the period from the date of
      receipt of the initial Notice of Redemption triggering a Specified
      Redemption Date and such Specified Redemption Date exceeds $500,000 (the
      "Threshold Cash Amount"), then such payment date may be extended for up to
      an additional one hundred eighty (180) days to the extent required for the
      General Partner to cause additional REIT Shares to be issued to provide
      financing to be used to make such payment of the Cash Amount.
      Notwithstanding the foregoing, the General Partner and the Partnership
      agree to use their best efforts to cause the closing of the acquisition of
      redeemed Partnership Units hereunder to occur as quickly as reasonably
      possible without incurring unreasonable expense.

                  (c) Section 8.5(h) is hereby amended by deleting subsection
            (iii) and inserting the following in its place:

                        (iii) The Redeeming Partner shall continue to own all
                  Partnership Units subject to any redemption for REIT Shares or
                  the Cash Amount and be treated as a Limited Partner with
                  respect to such Partnership Units for all purposes (other than
                  as provided in Section 8.5(f) above) of this Agreement until
                  such Partnership Units are transferred to the Partnership or
                  General Partner and the consideration provided by this Section
                  8.5 is delivered in full on the Specified Redemption Date.
                  Until the issuance of the Redemption Shares the Redeeming
                  Partner shall have no rights as stockholder of the General
                  Partner.

      3. Registration. Section 8.6(a) and the first paragraph of Section 8.6(b)
are hereby deleted in their entirety and the following inserted in their place:

            "(a) Shelf Registration. In lieu of paying the Cash Amount to a
            Redeeming Partner as the Redemption Amount pursuant to Section




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            8.5(c)(ii) hereof, the General Partner may file within the
            applicable time period required pursuant to Section 8.5(c)(ii)
            hereof a shelf registration statement under Rule 415 of the
            Securities Act, or any similar rule that may be adopted by the
            Commission (the "Shelf Registration"), with respect to all of the
            Redemption Shares to be issued upon the redemption of the
            Partnership Units described in the Notice of Redemption provided by
            the Redeeming Partner entitled to payment under Section 8.5(c)(ii)
            hereof. The General Partner may elect in its sole discretion to
            register any other Redemption Shares pursuant to the Shelf
            Registration or any pre or post-effective amendment thereto. The
            General Partner will use its best efforts to have the Shelf
            Registration declared effective under the Securities Act as soon as
            practicable after filing in order to permit the disposition of the
            Registered Redemption Shares by the holders thereof in accordance
            with the method or methods of disposition specified by the holders,
            and to keep the Shelf Registration continuously effective until the
            earlier of (i) the second anniversary of the date the Shelf
            Registration is declared effective by the Commission (the "Shelf
            Registration Period"); (ii) the date when all of the Registered
            Redemption Shares are sold thereunder, or (iii) the date on which
            all of the holders of Registered Redemption Shares, pursuant to Rule
            144(k) under the Securities Act, may sell the Registered Redemption
            Shares without registration under the Securities Act of 1933, as
            amended (the "Securities Act"). The General Partner further agrees
            to supplement or make amendments to the Shelf Registration, if
            required by the rules, regulations or instructions applicable to the
            registration form utilized by the Company or by the Securities Act
            or rules and regulations thereunder for the Shelf Registration.
            Notwithstanding the foregoing, if for any reason the effectiveness
            of the Shelf Registration is delayed or suspended or it ceases to be
            available for sales of Registered Redemption Shares thereunder, the
            Shelf Registration Period shall be extended by the aggregate number
            of days of such delay, suspension or unavailability.

            (b) Registration and Qualification Procedures. If and to the extent
            the General Partner files the Shelf Registration pursuant to the
            provisions of Section 8.6(a) above in lieu of making a payment of
            the Cash Amount pursuant to Section 8.5(c)(ii) hereof, then the
            General Partner will, subject to the provisions of Section 9.8
            below:"

      4. Amendment of Agreement. Article XI is hereby amended by deleting
subsection (a) in its entirety and inserting the following:



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            "(a) any amendment affecting the operation of the Conversion Factor
      the Redemption Rights or the Shelf Registration under Section 8.6 hereof"

      5. General Provisions. Article 12 of the Agreement is hereby incorporated
by reference as if set forth in full.

      6. Effect of Amendment. Except as amended hereby, the Agreement is hereby
confirmed in all respects.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.



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GENERAL PARTNER                         LIMITED PARTNERS       
                                                               
SUNSTONE HOTEL INVESTORS, INC.,         /s/ Robert A. Alter    
a Maryland corporation and the sole     ----------------------------------------
General Partner                         Robert A. Alter        
                                        
By: /s/ Robert A. Alter                 /s/ C. Robert Enever                  
    --------------------------------    ----------------------------------------
      Robert A. Alter                   C. Robert Enever                      
      Its: President                                                          
                                        /s/ Charles L. Biederman              
                                        ----------------------------------------
                                        Charles L. Biederman   
                                                               
                                        MYPC PARTNERS          
                                        a general partnership  
                                                               
                                        By:  /s/  George W. Yandell             
                                        ----------------------------------------
                                              Its:  General Partner           
                                                                              
                                        /s/ Anthony VanBaak                   
                                        ----------------------------------------
                                        ANTHONY VanBAAK                       
                                                                              
                                        /s/ Les Liman                         
                                        ----------------------------------------
                                        LES LIMAN                             
                                                                              
                                        /s/ Thomas R. Sharp, Trustee          
                                        ----------------------------------------
                                        THOMAS R. SHARP, TRUSTEE              
                                                                              
                                        /s/ Thomas R. Sharp                   
                                        ----------------------------------------
                                        THOMAS R. SHARP                       


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                                        ESTATE OF PETER C. ENEVER,            
                                        DECEASED                              
                                                                              
                                        BY:/s/ C. Robert Enever               
                                           -------------------------------------
                                              C. ROBERT ENEVER, CO-           
                                              PERSONAL REPRESENTATIVE  
                                                                       
                                        BY:/s/ Audrey W. Enever        
                                           -------------------------------------
                                              AUDREY W. ENEVER, CO-    
                                              PERSONAL REPRESENTATIVE  
                                                                       
                                        STEAMBOAT HOTEL PARTNERS, LTD.     
                                        a limited partnership          
                                                                       
                                        BY:  /s/ DANIEL E. CARSELLO
                                           -------------------------------------
                                              Its:  General Partner    
                                                                       
                                        AND                            
                                                                       
                                        BY:  /s/ ROBERT A. ALTER        
                                           -------------------------------------
                                              Its:  General Partner    
                                                                       
                                        TRUST COMPANY OF AMERICA,      
                                        for the benefit of Patrick E. Barney  
                                                                              
                                        BY: /s/ KRISTI TAYLOR              
                                           -------------------------------------
                                              Its: Trust Officer
                        
                                        



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                                        ENEVER ROUT INVESTMENT                 
                                        GROUP, LTD, a limited partnership      
                                                                               
                                        BY:/s/ C. Robert Enever                
                                          -------------------------------------
                                              C. ROBERT ENEVER                 
                                              Its: GENERAL PARTNER             
                                                                               
                                        ALTER INVESTMENT GROUP, LTD, a         
                                        limited partnership                    
                                                                               
                                        BY:/s/ Robert A. Alter                 
                                          -------------------------------------
                                              ROBERT A. ALTER                  
                                              Its: GENERAL PARTNER             
                                                                               
                                        RIDGE PARTNERS, a general partnership  
                                                                               
                                        BY:/s/ Kenneth B. Hamlet               
                                          -------------------------------------
                                              KENNETH B. HAMLET                
                                              Its: GENERAL PARTNER             


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                                        INNS PROPERTIES, a California limited
                                        partnership, formerly known as Inns
                                        Properties I, a California limited
                                        partnership

                                        By INSPAC, LTD., a Delaware corporation,
                                        formerly (and, in California, still
                                        known as INSCO, LTD.), a Delaware
                                        corporation, a General Partner

                                        By:   /s/ Richard M. Moss         
                                          -------------------------------------
                                              Richard M. Moss             
                                              Its:  President             
                                                                          
                                        By WESTPAC SHELTER                
                                        CORPORATION, a California         
                                        corporation, a General Partner    
                                                                          
                                        By:   /s/ Dean N. Pananides       
                                          -------------------------------------
                                              Dean N. Pananides           
                                              Its:  Secretary             
                                                                          
                                        RIVERSIDE HOTEL PARTNERS, INC.    
                                                                          
                                        BY: /s/ ROBERT A. ALTER       
                                          -------------------------------------
                                        ITS: President                    
                                            -----------------------------------
                                        FLAGSTAFF HOTEL ASSETS, INC.,     
                                        an Arizona corporation            
                                                                          
                                        By:   /s/ LARRY KOONIN             
                                              ---------------------------------
                                              Its: President           
                                                  -----------------------------


                                        TUCSON DESERT ASSETS, INC.,       
                                        an Arizona corporation            
                                                                          


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                                        By:   /s/ LARRY KOONIN            
                                              ---------------------------------
                                              Its: President         
                                                  -----------------------------


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