WINSTON HOTELS INC
EX-10.1 AMENDMENT NO. 7
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>g85675exv10w1.txt
<DESCRIPTION>EX-10.1 AMENDMENT NO. 7
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                      AMENDMENT NO. 7 TO THE SECOND AMENDED
                  AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                            WINN LIMITED PARTNERSHIP

         This Amendment No. 7 (the "Amendment") to the Second Amended and
Restated Agreement of Limited Partnership of WINN Limited Partnership dated July
11, 1997 (the "Partnership Agreement") is entered into as of October 10, 2003,
by Winston Hotels, Inc., the general partner (the "General Partner") of WINN
Limited Partnership (the "Partnership"). All capitalized terms used herein and
not otherwise defined shall have the meanings assigned to them in the
Partnership Agreement.

         WHEREAS, additional Partnership Units were issued to the General
Partner on October 10, 2003 upon the contribution by the General Partner of the
proceeds of the issuance and sale of an additional 6,037,500 REIT Shares through
a follow-on public offering of its Common Stock;

         WHEREAS, it is desirable to amend Exhibit A to the Partnership
Agreement to reflect such transactions;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Partnership Agreement is
hereby amended as follows:

         Exhibit A to the Partnership Agreement is hereby amended by
substituting for the current version of such exhibit, a version in the form
attached hereto as Exhibit 1 reflecting the issuance of additional Partnership
Units to the General Partner upon the General Partner's contribution of the
proceeds of the issuance and sale of an additional 6,037,500 REIT Shares through
a follow-on public offering of its Common Stock.

         IN WITNESS WHEREOF, the foregoing Amendment No. 7 to the Second
Amendment and Restated Agreement of Limited Partnership Agreement of WINN
Limited Partnership has been signed and delivered as of this 10th day of
October, 2003, by the undersigned as General Partner of the Partnership.


                                            WINSTON HOTELS, INC.,
                                               General Partner


                                            By:      /s/ Brent V. West
                                                     -----------------
                                            Name:    Brent V. West
                                                     -------------

                                            Title:   Vice President and
                                                     Chief Accounting Officer




<PAGE>


                                                                       EXHIBIT 1


                                    EXHIBIT A

                                October 10, 2003

         (Table below reflects the issuance of additional Partnership Units on
account of the issuance of 6,037,500 REIT Shares through a follow-on public
offering of the General Partner's Common Stock completed on October 10, 2003)

                                  COMMON UNITS

<TABLE>
<CAPTION>
             PARTNER AND                    PARTNERSHIP           PERCENTAGE
               ADDRESS                         UNITS               INTEREST
               -------                         -----               --------
<S>                                         <C>                   <C>

           GENERAL PARTNER:

         Winston Hotels, Inc.                26,230,879             95.28%
          2209 Century Drive
          Raleigh, NC 27612

          LIMITED PARTNERS:

          Charles M. Winston
         Winston Hotels, Inc.                   105,643              0.39%
          2209 Century Drive
          Raleigh, NC 27612

          Cary Suites, Inc.                   1,019,524              3.70%
          2209 Century Drive
          Raleigh, NC 27612

  WJS Associates-Perimeter II, Inc.             109,516              0.40%
          2209 Century Drive
          Raleigh, NC 27612

Hubbard Realty of Winston-Salem, Inc.            63,797              0.23%
        85 South Stratford Rd
       Winston-Salem, NC 27103
                                             ----------            ------
                                             27,529,359            100.00%
</TABLE>


                            SERIES A PREFERRED UNITS

<TABLE>
<CAPTION>
             PARTNER AND                    PARTNERSHIP           PERCENTAGE
               ADDRESS                         UNITS               INTEREST
               -------                         -----               --------
<S>                                         <C>                   <C>

      Winston Hotels, Inc.                    3,000,000            100%
2626 Glenwood Avenue, Suite 200
       Raleigh, NC 27608
</TABLE>

</TEXT>
</DOCUMENT>
