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                                                                  EXHIBIT 3.1(C)

                          FIRST ALTERNATIVE AMENDMENTS
                                      SEA I

                               FIRST AMENDMENT TO
                    RESTATED LIMITED PARTNERSHIP AGREEMENT OF
                         SOUTHEAST ACQUISITIONS I, L.P.

         This FIRST AMENDMENT (this "Amendment"), dated as of November 6, 1997
is to the Restated Limited Partnership Agreement (the "Partnership Agreement")
of Southeast Acquisitions I, L.P. (the "Partnership"), dated June 4, 1987, by
and between SOUTHEAST ACQUISITIONS, INC., a Delaware corporation, as general
partner (the "General Partner") and the Persons admitted as limited partners
pursuant to the Partnership Agreement.

         WHEREAS, a special meeting (the "Meeting") of the Limited Partners was
duly held on November 6, 1997; and

         WHEREAS, at the Meeting a majority in interest of the Limited Partners
have voted to adopt the following Amendments to the Partnership Agreement.

         NOW, THEREFORE, the Amendments are adopted and are effective as of
November 6, 1997.

         1. Southeast Acquisitions, Inc. is hereby removed as the General
Partner of the Partnership, and Southern Management Group, LLC, a Tennessee
Limited Liability Company, is substituted therefor as successor General Partner
of the Partnership. On and after the date of this Amendment, except as the
context may otherwise require, all references to the General Partner in the
Partnership Agreement shall mean Southern Management Group, LLC.

         2. Section 1.3 is amended in its entirety to read as follows:

                  "1.3. TERM. The Partnership shall exist for a term ending
         December 31, 2000, at which time it shall be dissolved, unless sooner
         dissolved or terminated as provided in this Agreement (the "Term")."

         3. Section 1.4 is hereby amended in its entirety to read as follows:

                  "1.4. PLACE OF BUSINESS. The principal place of business of
         the Partnership shall be at 301 South Perimeter Park Drive, Suite 115,
         Nashville, TN 37211, or at another location selected by the General
         Partner, who shall give notice of any change to the Limited Partners.
         The Partnership may have such additional offices or places of business
         as the General Partner may determine."


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         4. The first sentence of Section 2.1 is amended in its entirety to read
as follows:

                  "2.1.  GENERAL PARTNER.  The General Partner is Southern
         Management Group, LLC, a Tennessee Limited Liability Company, 301 South
         Perimeter Park Drive, Suite 115, Nashville, Tennessee."

         5. Section 4.2(a) is amended by adding at the end of the Section the
following:

                  "(xi) Reserve to itself or an Affiliate or enter into a
         contract for the exclusive right to sell or exclusive employment to
         sell property for the Partnership."

         6. Section 4.3(b) is hereby amended in its entirety to read as follows:

                  "(b) Without the consent of a majority in interest of the
         Limited Partners, the General Partner shall not have the authority to:

                           (i) sell or otherwise dispose of at one time all or
                  substantially all of the assets of the Partnership, except
                  that the General Partner may sell such assets without such
                  consent (A) in connection with the liquidation of the
                  Partnership under Section 6.3 or (B) if the net proceeds of
                  such sale, when distributed in accordance with Section 3.1,
                  will be sufficient to provide the Limited Partners with
                  distributions equal to the Acquisition Cost of the assets
                  sold."

         7. Section 4.3(c)(i) is deleted in its entirety and clauses 4.3(c)(ii)
through (iv) are hereby renumbered 4.3(c)(i) through (iii) respectively.

         8. Section 4.5(a) is amended in its entirety as follows:

                  "4.5. COMPENSATION OF GENERAL PARTNER. (a) For the services
         and activities to be performed by the General Partner in connection
         with the administration and management of the Partnership and the
         Property from November 6, 1997 to the end of the Term, the General
         Partner shall receive a management fee of $8,100 per year (prorated for
         a portion of the year) during the Term of the Partnership. The
         management fee shall be paid to the General Partner for such services
         on conclusion of each calendar quarter. If the Partnership does not
         have sufficient cash to pay the management fee for any





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         quarter, such fee shall be accrued (without interest) as a debt of the
         Partnership, payable out of Sale or Financing proceeds prior to any
         Partner receiving his distributions in accordance with the Agreement."

         9. A new Section 4.5(d) shall be added to the Partnership Agreement as
follows:

                  "(d) The General Partner or its Affiliates may receive up to
         one-half of the competitive real estate commission or disposition fee
         (that real estate or brokerage commission or disposition fee paid for
         the purchase or sale of property which is reasonable, customary and
         competitive in light of the size, type and location of the property),
         with respect to sales of Partnership property following November 6,
         1997 which are not under contract as of such date. The total
         compensation paid to all Persons for the sale of Partnership property
         shall be limited to a competitive real estate commission or disposition
         fee not to exceed 10% of the contract price for the sale of the
         property. The commission or disposition fee shall be paid upon sale of
         the property prior to any distribution to the Partners in accordance
         with this Agreement; provided that the amount of any such commission or
         disposition fee paid to the General Partner shall reduce any
         distribution to which it would otherwise be entitled pursuant to this
         Agreement."

         10. Section 11.1 is amended by adding the following definition as the
first definition in the Section:

                  "Acquisition Cost" with respect to a Partnership asset means
         the price originally paid by the Partnership to acquire the asset,
         including the value of any mortgages or liens on the asset assumed by
         the Partnership at the time of acquisition, excluding points and
         prepaid interest"

         and by adding the following definition following the definition of
         "Agreement":

                  "all or substantially all the assets of the Partnership" means
         60% or more of the real estate acreage held by the Partnership as of
         September 22, 1997."

         11. Except as amended hereby, the Partnership Agreement shall remain in
full force and effect.

         12. Terms not defined herein which are defined in the Partnership
Agreement shall have the same meanings herein.

         13. This Amendment and the rights and obligations of the Partners
 hereunder shall be governed by and construed and enforced in accordance with
 the laws of the State of Delaware applicable to contracts made and to be
 performed therein, without application of the principles of conflicts of laws
 of such state.



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             IN WITNESS WHEREOF, this Amendment has been executed by the parties
set forth below as of the date first above written.


GENERAL PARTNER                        SOUTHEAST ACQUISITIONS, INC.


                                       By: /s/ Arthur W. Mullen
                                           -----------------------------------
                                       Name:

                                       Title:


SUCCESSOR GENERAL PARTNER              SOUTHERN MANAGEMENT GROUP, LLC

                                       By: /s/ Richard Sorenson
                                           -----------------------------------
                                       Name:

                                       Title:


LIMITED PARTNERS                       LIMITED PARTNERS

                                       By: /s/ Arthur W. Mullen
                                           -----------------------------------
                                       Name:

                                       Title:








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