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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Winston Hotels, Inc.
Title of Class of Securities: Common Stock, no par value
CUSIP Number: 97563A102
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Richard L. Chilton, Jr., c/o Chilton Investment Partners, L.P.
320 Park Avenue, 22nd Floor, New York, NY 10022; (212) 751-3596
(Date of Event which Requires Filing of this Statement)
December 31, 1996
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following line if a fee is being paid with this
statement . (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 97563A102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Richard L. Chilton, Jr. ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
731,350
8. Shared Voting Power:
9. Sole Dispositive Power:
731,350
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
731,350
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
4.6%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that the ownership of Richard L.
Chilton, Jr. (the "Reporting Person") in the Common Stock, no par
value (the "Shares"), in Winston Hotels, Inc. (the "Issuer") has
decreased from 5.5% to 4.6% of the Shares outstanding.
Item 1. Security and Issuer
___________________
No Change.
Item 2. Identity and Background
_______________________
This statement is being filed on behalf of Richard
L. Chilton, Jr. Mr. Chilton is the general partner of
Chilton Investments, L.P., a Delaware limited
partnership that serves as the general partner of
Chilton Investment Partners, L.P., a Delaware limited
partnership (the "Partnership"). He is also the general
partner of Olympic Equity Partners, L.P., a Delaware
limited partnership which acts as an investment adviser
to Chilton International (BVI) Ltd., a British Virgin
Islands corporation, and which advises several managed
accounts (the corporation and accounts together, the
"managed accounts").
The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
The Reporting Person has not, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Mr. Chilton is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
_________________________________________________
As of the date hereof, the Reporting Person is deemed to
beneficially own 731,350 Shares. All 731,350 Shares are
held by the Partnership or by managed accounts over
which the Reporting Person has investment discretion.
The funds for the purchase of the Shares held in the
Partnership and the managed accounts over which the
Reporting Person has investment discretion have come
from the Partnership's working capital or each account's
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own funds or from margin loans entered into in the
ordinary course of business.
Item 4. Purpose of Transactions
_______________________
No Change.
Item 5. Interest in Securities of Issuer
________________________________
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 731,350 Shares. Based on
information received from the Issuer, there are believed
to be 15.8 million Shares outstanding. Therefore, the
Reporting Person is deemed to beneficially own 4.6% of
the outstanding Shares. The Reporting Person ceased to
be the beneficial owner of more than 5% of the Shares
outstanding on December 31, 1996. The Reporting Person
has the power to vote, direct the vote, dispose of or
direct the disposition of all the Shares that he is
deemed to beneficially own. All transactions in the
Shares effected by the Reporting Person during the past
sixty days were effected in open-market transactions and
are set forth in Exhibit A hereto.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer
____________________________________________________
No Change.
Item 7. Material to be Filed as Exhibits
________________________________
A description of the transactions in the Shares that
were effected by the Reporting Person during the past
60 days is filed herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to the
best of his knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
/s/ Richard L. Chilton, Jr.
______________________________
January 10, 1997
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00511001.AR4
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Exhibit A
_________
SCHEDULE OF TRANSACTIONS
________________________
Date Shares Sold Price Per Share
____ ___________ _______________
12/31/96 127,000 $13.604
12/31/96 5,500 13.565
00511001.AR4