Exhibit 4.1


                              AMENDED AND RESTATED
                                REINVESTMENT PLAN


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                              AMENDED AND RESTATED
                                REINVESTMENT PLAN


     CNL HOSPITALITY PROPERTIES, INC., a Maryland corporation (the "Company"),
pursuant to its Articles of Incorporation, adopted an Amended and Restated
Reinvestment Plan (the "Reinvestment Plan") on the terms and conditions set
forth below.

     1. Reinvestment of Distributions. Bank of New York, the agent (the
"Reinvestment Agent") for participants (the "Participants") in the Reinvestment
Plan, will receive all cash distributions made by the Company with respect to
shares of common stock of the Company (the "Shares") owned by each Participant
(collectively, the "Distributions"). The Reinvestment Agent will apply such
Distributions on behalf of the Participants as follows:

         (a) At any period during which the Company is making a "best-efforts"
     public offering of Shares, the Reinvestment Agent will invest Distributions
     in Shares acquired from the Company at the then current per share offering
     price for Reinvestment Plan Shares.

         (b) During any period when the Company is not making a "best-efforts"
     offering of Shares as described in 1(a) above, unless the Shares are listed
     on a national stock exchange or over-the-counter market or quoted on a
     national market system (collectively, "Listed" or "Listing"), the
     Reinvestment Agent will purchase shares directly from the Company at $9.50
     per Share, unless adjusted by the Board of Directors, which price shall in
     no event be less than 95% of the fair market value as determined by the
     Board of Directors.

         (c) Notwithstanding sections 1(a) and (b) above, upon Listing of the
     Shares, the Reinvestment Agent may purchase Shares either through the
     exchange or market system on which the Shares are Listed or directly from
     the Company pursuant to a registration statement relating to the
     Reinvestment Plan, in either case, at a per Share price equal to the
     then-prevailing market price for the Shares at the date of purchase by the
     Reinvestment Agent. In the event that, after Listing occurs, the
     Reinvestment Agent purchases Shares on a national securities exchange,
     over-the-counter market or national market system through a registered
     broker-dealer, the amount to be reinvested shall be reduced by any
     brokerage commissions charged by such registered broker-dealer. In the
     event that such registered broker-dealer charges reduced brokerage
     commissions, additional funds in the amount of any such reduction shall be
     left available for the purchase of Shares.

         (d) In the event of a subsequent determination that the purchase price
     for Shares under the Reinvestment Plan represented a discount in excess of
     5% of the fair market value at the time of the sale, the distribution of
     the portion of the Shares issued under the Reinvestment Plan representing
     the excess amount would be subject to being voided, ab initio, to the
     extent it would result in the Company's failure to qualify as a real estate
     investment trust.

         (e) For each Participant, the Reinvestment Agent will maintain a record
     which shall reflect for each fiscal quarter the Distributions received by
     the Reinvestment Agent on behalf of such Participant. The Reinvestment
     Agent will use the aggregate amount of Distributions to all Participants
     for each fiscal quarter to purchase Shares for the Participants. If the
     aggregate amount of Distributions to Participants exceeds the amount
     required to purchase all Shares then available for purchase, the
     Reinvestment Agent will purchase all available Shares and will return all
     remaining Distributions to the Participants within 30 days after the date
     such Distributions are


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     made. The purchased Shares will be allocated among the Participants based
     on the portion of the aggregate Distributions received by the Reinvestment
     Agent on behalf of each Participant, as reflected in the records maintained
     by the Reinvestment Agent. The ownership of the Shares purchased pursuant
     to the Reinvestment Plan shall be reflected on the books of the Company.

         (f) Distributions shall be invested by the Reinvestment Agent in Shares
     promptly following the payment date with respect to such Distributions to
     the extent Shares are available. If sufficient Shares are not available,
     Distributions shall be invested on behalf of the Participants in one or
     more interest-bearing accounts in a commercial bank approved by the Company
     which is located in the continental United States and has assets of at
     least $100,000,000, until Shares are available for purchase, provided that
     any Distributions that have not been invested in Shares within 30 days
     after such Distributions are made by the Company shall be returned to
     Participants.

         (g) The allocation of Shares among Participants may result in the
     ownership of fractional Shares, computed to five decimal places.

         (h) Distributions attributable to Shares purchased on behalf of the
     Participants pursuant to the Reinvestment Plan will be reinvested in
     additional Shares in accordance with the terms hereof.

         (i) No certificates will be issued to a Participant for Shares
     purchased on behalf of the Participant pursuant to the Reinvestment Plan
     except to Participants who make a written request to the Reinvestment
     Agent. Participants in the Reinvestment Plan will receive statements of
     account in accordance with Paragraph 6 below.

     2. Election to Participate. Any stockholder may elect to become a
Participant by completing and executing the appropriate authorization form as
may be available from the Company, following receipt of a current version of a
final prospectus relating to the participation in the Reinvestment Plan which
contains, at a minimum, the following: (i) the minimum investment amount, if
any; (ii) the type or source of proceeds which may be invested; and (iii) the
tax consequences of the reinvestment to the Participant. Participation in the
Reinvestment Plan will commence with the next Distribution made after receipt of
the Participant's notice, provided it is received more than ten days prior to
the last day of the fiscal quarter to which such Distribution relates. Subject
to the preceding sentence, regardless of the date of such election, a
stockholder will become a Participant in the Reinvestment Plan effective on the
first day of the fiscal quarter following such election, and the election will
apply to all Distributions attributable to the fiscal quarter in which the
stockholder makes such written election to participate in the Reinvestment Plan
and to all fiscal quarters thereafter. A Participant who has terminated his
participation in the Reinvestment Plan pursuant to Paragraph 10 will be allowed
to participate in the Reinvestment Plan again upon receipt of a current version
of a final prospectus relating to participation in the Reinvestment Plan which
contains, at a minimum, the following: (i) the minimum investment amount, if
any; (ii) the type or source of proceeds which may be invested; and (iii) the
tax consequences of the reinvestment to the Participant, by notifying the
Reinvestment Agent and completing any required forms. Stockholders who elect the
monthly distribution option are not eligible to participate in the Reinvestment
Plan.

     3. Distribution of Funds. In making purchases for Participants' accounts,
the Reinvestment Agent may commingle Distributions attributable to Shares owned
by Participants in the Reinvestment Plan.

     4. Proxy Solicitation. The Reinvestment Agent will distribute to
Participants proxy solicitation material received by it from the Company which
is attributable to Shares held in the Reinvestment Plan.


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The Reinvestment Agent will vote any Shares that it holds for the account of a
Participant in accordance with the Participant's written instructions. If a
Participant gives a proxy to person(s) representing the Company covering Shares
registered in the Participant's name, such proxy will be deemed to be an
instruction to the Reinvestment Agent to vote the full Shares in the
Participant's account in like manner. If a Participant does not direct the
Reinvestment Agent as to how the Shares should be voted and does not give a
proxy to person(s) representing the Company covering these Shares, the
Reinvestment Agent will not vote said Shares.

     5. Absence of Liability. Neither the Company nor the Reinvestment Agent
shall have any responsibility or liability as to the value of the Company's
Shares, any change in the value of the Shares acquired for the Participant's
account, or the rate of return earned on, or the value of, the interest-bearing
accounts, in which Distributions are invested. Neither the Company nor the
Reinvestment Agent shall be liable for any act done in good faith, or for any
good faith omission to act, including, without limitation, any claims of
liability (i) arising out of the failure to terminate a Participant's
participation in the Reinvestment Plan upon such Participant's death prior to
receipt of notice in writing of such death and the expiration of 15 days from
the date of receipt of such notice and (ii) with respect to the time and the
prices at which Shares are purchased for a Participant. NOTWITHSTANDING THE
FOREGOING, LIABILITY UNDER THE FEDERAL SECURITIES LAWS CANNOT BE WAIVED.
Similarly, the Company and the Reinvestment Agent have been advised that in the
opinion of certain state securities commissioners, indemnification is also
considered contrary to public policy and therefore unenforceable.

     6. Reports to Participants. At the end of each fiscal quarter, but in no
event later than 60 days after the end of such fiscal quarter, the Reinvestment
Agent will mail to each Participant a statement of account describing, as to
such Participant, the Distributions received during the quarter, the number of
Shares purchased during the quarter, the per Share purchase price for such
Shares, and the total Shares purchased on behalf of the Participant pursuant to
the Reinvestment Plan. Each statement shall also advise the Participant that, he
is required to notify CNL Investor Administration in the event that there is any
material change in his financial condition or if any representation under the
Subscription Agreement or Authorization Form becomes inaccurate. Tax information
for income earned on Shares under the Reinvestment Plan will be sent to each
Participant by the Company or the Reinvestment Agent at least annually.

     7. Administrative Charges and Plan Expenses. The Company shall be
responsible for all administrative charges and expenses charged by the
Reinvestment Agent. The administrative charge for each Participant for each
fiscal quarter shall be the lesser of 5% of the amount reinvested for the
Participant or $2.50, with a minimum charge of $0.50. Any interest earned on
Distributions will be paid to the Company to defray costs relating to the
Reinvestment Plan. In the event that proceeds from the sale of Shares pursuant
to the Reinvestment Plan are used to acquire properties or to invest in mortgage
loans, the Company will pay to CNL Hospitality Corp. acquisition fees of 4.5% of
the proceeds reinvested under the Reinvestment Plan.

     8. No Drawing. No Participant shall have any right to draw checks or drafts
against his account or give instructions to the Company or the Reinvestment
Agent except as expressly provided herein.

     9. Taxes. Taxable Participants may incur a tax liability for Distributions
made with respect to such Participant's Shares, even though they have elected
not to receive their Distributions in cash but rather to have their
Distributions held in their account under the Reinvestment Plan.


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     10. Termination.

         (a) A Participant may terminate his participation in the Reinvestment
     Plan at any time by written notice to the Company. To be effective for any
     Distribution, such notice must be received by the Company at least ten
     business days prior to the last day of the fiscal quarter to which such
     Distribution relates.

         (b) The Company or the Reinvestment Agent may terminate a Participant's
     individual participation in the Reinvestment Plan, and the Company may
     terminate the Reinvestment Plan itself at any time by 10 days' prior
     written notice mailed to a Participant, or to all Participants, as the case
     may be, at the address or addresses shown on their account or such more
     recent address as a Participant may furnish to the Company in writing.

         (c) After termination of the Reinvestment Plan or termination of a
     Participant's participation in the Reinvestment Plan, the Reinvestment
     Agent will send to each Participant (i) a statement of account in
     accordance with Paragraph 6 hereof, and (ii) a check for the amount of any
     Distributions in the Participant's account that have not been reinvested in
     Shares. The record books of the Company will be revised to reflect the
     ownership of record of the Participant's whole and fractional Shares. Any
     future Distributions made after the effective date of the termination will
     be sent directly to the former Participant.

     11. Notice. Any notice or other communication required or permitted to be
given by any provision of this Reinvestment Plan shall be in writing and
addressed to CNL Investment Company, Attention: CNL Investor Administration,
P.O. Box 4920, Orlando, Florida 32802-4920, if to the Company, or to Bank of New
York, 1845 Maxwell, Suite 101, Troy, Michigan 48084-4510, if to the Reinvestment
Agent, or such other addresses as may be specified by written notice to all
Participants. Notices to a Participant may be given by letter addressed to the
Participant at the Participant's last address of record with the Company. Each
Participant shall notify the Company promptly in writing of any change of
address.

     12. Amendment. The terms and conditions of this Reinvestment Plan may be
amended or supplemented by an agreement between the Reinvestment Agent and the
Company at any time, including but not limited to an amendment to the
Reinvestment Plan to add a voluntary cash contribution feature or to substitute
a new Reinvestment Agent to act as agent for the Participants or to increase the
administrative charge payable to the Reinvestment Agent, by mailing an
appropriate notice at least 15 days prior to the effective date thereof to each
Participant at his last address of record; provided, that any such amendment
must be approved by a majority of the independent directors of the Company. Such
amendment or supplement shall be deemed conclusively accepted by each
Participant except those Participants from whom the Company receives written
notice of termination prior to the effective date thereof.

     13. Governing Law. THIS REINVESTMENT PLAN AND A PARTICIPANT'S ELECTION TO
PARTICIPATE IN THE REINVESTMENT PLAN SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF FLORIDA APPLICABLE TO CONTRACTS TO BE MADE AND PERFORMED ENTIRELY IN SAID
STATE; PROVIDED, HOWEVER, THAT CAUSES OF ACTION FOR VIOLATIONS OF FEDERAL OR
STATE SECURITIES LAWS SHALL NOT BE GOVERNED BY THIS SECTION 13.


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