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                                                                 EXHIBIT 10.1.12


                TWELFTH AMENDMENT TO FIRST AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP

            This Twelfth 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 individuals listed on the signature page
attached hereto, as newly admitted limited partners of the Partnership (the
"Substitute Limited Partners"). 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, Ridge Hotel Partners, Ltd., a Colorado limited partnership,
and current Limited Partner of the Partnership (the "Dissolving Limited
Partner"), has elected to dissolve and distribute in a liquidation to its
partners all of its respective assets, including Partnership Units. Kenneth
Hamlet is an existing Limited Partner (the "Existing Limited Partner") who will
be receiving a distribution of Partnership Units from the Dissolving Limited
Partner.

      C. WHEREAS, each of the Substitute Limited Partners desire as soon as
practical after receiving such liquidating distribution of Partnership Units
from the Dissolving Limited Partner to be admitted as a substitute limited
partner in accordance with the terms of Section 9.3 of the Agreement.

      D. WHEREAS, in order to evidence the transfer of the Partnership Units and
the admission of the Substitute Limited Partners into the Partnership, the
parties hereto desire to enter into this Agreement.

      NOW, THEREFORE, the parties hereto agree as follows:

            1. Admission of Substitute Limited Partners. Each of the Substitute
Limited Partners is hereby admitted as a Substituted Limited Partner pursuant to
Section 9.3 of the Agreement effective as of December 31, 1996. The General
Partner shall instruct ChaseMellon 

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Shareholder Services, the Transfer Agent for the Partnership, to process the
request for transfer of Partnership Units to reflect the transfer from the
Dissolving Limited Partner to the Substitute Limited Partners. Attached hereto
as Exhibit "A" is a chart reflecting the transfer of the Partnership Units to
the Substitute Limited Partners and to the Existing Limited Partners and the
allocated Agreed Value of the Hotel contributed in consideration for the
original issuance of the Partnership Units. Each Substitute Limited Partner has
listed his or her address for notices below the signature block hereto.

            2. Agreement to be Bound. Each of the Substitute Limited Partners
hereby agrees to be bound by each of the terms and conditions of the Agreement,
which are hereby incorporated by reference.

            3. Power of Attorney. Each Substitute Limited Partner hereby
irrevocably constitutes and appoints the General Partner, any Liquidator, and
authorized officers and attorneys-in-fact of each, and each of those acting
singly, in each case with full power of substitution, as its true and lawful
agent and attorney-in-fact, with full power and authority in its name and place
instead to perform any of the acts set forth in Section 8.2 of the Agreement.

            4. Representation of Substitute Limited Partner. Each Substitute
Limited Partner hereby represents and warrants to the General Partner and to the
Partnership that the acquisition of his Partnership Interest is made as a
principal for his own account for investment purposes only and not with a view
to the resale or distribution of such Partnership Interest. Each Substitute
Limited Partner hereby agrees that he or she will not sell, assign or otherwise
transfer his or her Partnership Interest or any fraction thereof, whether
voluntarily or by operation of law or judicial sale or otherwise, to any Person
who does not make the representations and warranties to the General Partners set
forth in Section 9.1(a) and similarly agree not to sell, assign or transfer such
Partnership or fraction thereof to any Person who does not similarly represent,
warrant and agree.

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



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

GENERAL PARTNER                          SUBSTITUTE LIMITED PARTNERS            
                                                                                
SUNSTONE HOTEL INVESTORS, INC.,          /s/ Linda Hamlet                       
a Maryland corporation and the sole      ---------------------------------------
General Partner                          Linda Hamlet                      
                                         P. O. Box 774140                  
By: /s/ Robert A. Alter                  Steamboat Springs, CO 80477-4140   
    ---------------------------------    
      Robert A. Alter                                                      
      Its: President                     Chaning Darrten Hamlet Trust      
                                                                           
                                         By:   /s/  Linda Hamlet           
                                               ---------------------------------
                                                                       , Trustee
                                               -------------------------

                                         P. O. Box 774140                  
                                         Steamboat Springs, CO 80477-4140  
                                                                           
                                         Brendan Hunter Hamlet Trust       
                                                                           
                                         By:   /s/ Linda Hamlet            
                                               ---------------------------------
                                                                       , Trustee
                                               ------------------------
                                         P. O. Box 774140                  
                                         Steamboat Springs, CO 80477-4140  
                                                                           
                                         Tyler Jensen Hamlet Trust         
                                                                           
                                         By:   /s/ Linda Hamlet           
                                               ---------------------------------
                                                                       , Trustee
                                               -------------------------

                                         P. O. Box 774140
                                         Steamboat Springs, CO 80477-4140 
                                                                          

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                                         Sklar Family Trust               
                                                                          
                                         By:   /s/ Jerald H. Sklar          
                                               ---------------------------------
                                                                       , Trustee
                                               -------------------------

                                         50 N. Front Street, SE 1300 
                                         Memphis, TN 38103-1190      
                                                                     
                                         /s/ Sharon Druehl           
                                         ---------------------------------------
                                         Sharon Druehl               
                                         3878 Jackson                
                                         San Francisco, CA 94118     
                                                                     
                                         /s/ Gordon E. Druehl        
                                         ---------------------------------------
                                         Gordon E. Druehl            
                                         3878 Jackson                
                                         San Francisco, CA 94118     

                                         /s/ Margot Gasch            
                                         ---------------------------------------
                                         Margot Gasch                
                                         P. O. Box 772630            
                                         Steamboat Springs, CO 80477-2630
                                         



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