UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                                 SCHEDULE 13D



                   Under the Securities Exchange Act of 1934
                              (Amendment No. 1)*



                       SUNBURST HOSPITALITY CORPORATION
             ________________________________________            
                               (Name of Issuer)



                                 Common Stock
                       ---------------------------------
                        (Title of Class of Securities)



                                  866948-10-2
                          ---------------------------
                                (CUSIP Number)



                       Patricia Bowditch  (301) 495-4400
           8737 Colesville Road, Suite 800, Silver Spring, MD  20910
      ___________________________________________________________________
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)



                                April 19, 1999
       ----------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)



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 (  ).

*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).

 
CUSIP No. 866948-10-2                  13D                       Page 2 of 4



1  Name of Reporting Person
   S.S. or I.R.S. Identification No. of Above Person

      Barbara Bainum
      S.S.#: ###-##-####

2  Check the Appropriate Box if a Member of a Group*
   (a)  ( )     (b)  (  )

3  SEC Use Only

4  Source of Funds
     00

5  Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
   2(C) or 2(E)    (  )

6  Citizenship or Place of Organization
   USA

Number of Shares Beneficially
  Owned by Each Reporting Person with:

    7  Sole Voting Power            669,543
  
    8  Shared Voting Power        1,890,934
  
    9  Sole Dispositive Power       669,543
  
    10 Shared Dispositive Power   1,890,934
 
11  Aggregate Amount Beneficially Owned by Each Reporting Person
    2,560,477

12  Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares

13  Percent of Class Represented by Amount in Row (11)

    13.3%

14  Type of Reporting Person

    IN

 
CUSIP No. 866948-10-2                 13D                         Page 3 of 4


Item 1.   Security and Issuer

          (a)  Name of Issuer:
               Sunburst Hospitality Corporation
          (b)  Address of Issuer's Principal Executive Offices:
               10770 Columbia Pike
               Silver Spring, MD  20901
          (c)  Title and Class of Securities:
               Common Stock

Item 2.   Identity and Background

          (a)  Name:
               Barbara Bainum
          (b)  Business Address:
               8737 Colesville Road, Suite 800
               Silver Spring, MD  20910
          (c)  Present Principal Employment:
               President, Commonweal Foundation
               8737 Colesville Road, Suite 800
               Silver Spring, Maryland  20901
          (d)  Record of Convictions:
               During the last five years, the Reporting Person has not been
               convicted in a criminal proceeding (excluding traffic violations
               or similar misdemeanors.)
          (e)  Record of Civil Proceedings:
               During the last five years, the Reporting Person was not a party
               to a civil proceeding of a judicial or administrative body of
               competent jurisdiction and as a result of such proceeding was or
               is subject to a judgment, decree or final order enjoining future
               violations of, or prohibiting or mandating such activities
               subject to, federal or state securities laws or finding any
               violation with respect to such laws.
          (f)  Citizenship:
               Reporting Person is a citizen of the United States.

Item 3.   Source and Amount of Funds or Other Consideration

          The Reporting Person utilized no funds in the acquisition of the
          securities of the issuer triggering the filing of this 13D.

Item 4.   Purpose of Transaction

          635,457 shares were acquired by the Reporting Person in
          transactions which involve the liquidation of two family owned
          investment partnerships and the resulting distributions to the
          partners of the securities of the issuer owned by the partnerships.
          The Reporting Person continues to hold the Shares for investment
          purposes.  The Reporting Person has no present plans or intentions
          that would result in or relate to any of the transactions described in
          Subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.   Interest in Securities of the Issuer

          (a)  Amount and percentage beneficially owned:
               Reporting Person:
               2,560,477 shares, including 33,671 shares owned directly; 635,457
               held by the Barbara Bainum Declaration of Trust ("BB Trust"), of
               which Ms. Bainum is the sole trustee and beneficiary; 1,189,290
               shares held directly by Realty Investment Company, a real estate
               management and investment company in which the BB Trust is a
               stockholder and Ms. Bainum is a Director and has shared voting
               authority; 85,000 shares held by Vintage Limited Partnership, a
               family investment partnership of which Ms. Bainum is a
               stockholder and Director of the Corporate General Partner and has
               shared voting authority; 23,435 shares owned by Commonweal
               Foundation in which Ms. Bainum is President and Director and has
               shared voting authority; and 593,209 shares owned by Mid Pines
               Associates, Limited Partnership in which the BB Trust is a
               General Partner and has shared voting authority.

 
CUSIP No. 866948-10-2                13D                             Page 4 of 4


               Also includes 415 restricted shares granted under the Non-
               Employee Director Stock Compensation Plan which are not vested
               but which Ms. Bainum has the right to vote.

          (b) Number of shares as to which such person has:

               (i) Sole Voting Power               669,543

               (ii) Shared Voting Power          1,890,934

               (iii) Sole Dispositive Power        669,543

               (iv) Shared Dispositive Power     1,890,934

          (c)  A schedule of transactions effected in the last sixty days is  as
               follows:

               Not applicable.

          (d)  Ownership of more than five percent on behalf of Another Person:

               To the extent that shares of the issuer identified in Item 5(a)
               are held by corporations or partnerships, other shareholders and
               partners, respectively, have the right to receive dividends from,
               or the proceeds from the sale of the shares to the extent of
               their proportionate interests in such entities. To the best of
               the Reporting Person's knowledge, other than Stewart and Jane
               Bainum, and their four adult children, Stewart Bainum, Jr., Bruce
               Bainum, Roberta Bainum and Barbara Bainum, no other person has
               such interest relating to more than 5% of the outstanding class
               of securities.

          (e)  Ownership of Less than Five Percent:

               Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect
          to Securities of the Issuer

          Not applicable.

Item 7.   Material to be Filed as Exhibits

          None


Signature

   After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Date:  April 28, 1999



                           /s/ Barbara Bainum
                          ---------------------------------------
                           Barbara Bainum