SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------
                                  LODGIAN, INC.
                   (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------

                    DELAWARE                                     52-2093696
(State or other jurisdiction of incorporation               (I.R.S. Employer 
                or organization)                           Identification No.)
--------------------------------------------------------------------------------

      3445 PEACHTREE ROAD, N.E. SUITE 700
                ATLANTA, GEORGIA                                    30326
    (Address of Principal Executive Offices)                     (Zip Code)
--------------------------------------------------------------------------------
                    LODGIAN 1998 SHORT-TERM INCENTIVE COMPENSATION PLAN
                                       AND
                        LODGIAN 1998 STOCK INCENTIVE PLAN
                                       AND
                   LODGIAN NON-EMPLOYEE DIRECTORS' STOCK PLAN
                            (Full title of the plans)
--------------------------------------------------------------------------------

                                 ROBERT S. COLE
                             CHIEF EXECUTIVE OFFICER
                                  LODGIAN, INC.
                       3445 PEACHTREE ROAD, N.E. SUITE 700
                             ATLANTA, GEORGIA 30326
                                       (404) 364-9400
 (Name, address and telephone number, including area code, of agent for service)

                                 With a Copy To:
                              DENNIS J. BLOCK, ESQ.
                          CADWALADER, WICKERSHAM & TAFT
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                                 (212) 504-6000
--------------------------------------------------------------------------------

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------
                                       Proposed maximum  Proposed maximum
     Title of         Amount to be      offering price       aggregate         Amount of
    securities       registered (1)     per share (2)     offering price   registration fee
 to be registered                                               (2)               (2)
---------------------------------------------------------------------------------------------
<S>                 <C>                    <C>            <C>                 <C>       
 Common Stock, par  4,005,000 shares       $ 4.9375       $ 19,774,687.50     $ 5,932.41
  value $0.01 per
       share
---------------------------------------------------------------------------------------------
</TABLE>

Notes:

(1)  Represents shares authorized for issuance under the Lodgian 1998 Short-Term
     Incentive  Compensation  Plan  (1,000,000  shares),  the Lodgian 1998 Stock
     Incentive Plan (3,000,000 shares) and the Lodgian  Non-Employee  Directors'
     Stock Plan (5,000 shares).

(2)  Estimated  solely for  purposes of  calculating  the  registration  fee, in
     accordance with Rules 457(h) and 457(c), based on fluctuating market prices
     of  securities  of the same class by computing  the average of the high and
     low prices reported by the New York Stock Exchange for Lodgian, Inc. Common
     Stock as of market close on Friday, January 15, 1999.


<PAGE>



PART I

ITEM 1.  PLAN INFORMATION.

      The documents  containing the  information  specified in this Item will be
sent or given to  employees  who are  eligible for awards under the Lodgian 1998
Short-Term Incentive  Compensation Plan (the "Short-Term Plan), the Lodgian 1998
Stock Incentive Plan (the "Stock Plan") and the Lodgian Non-Employee  Directors'
Stock Plan (the  "Non-Employee  Plan," and together with the Short-Term Plan and
the Stock Plan,  the  "Plans") of Lodgian,  Inc.,  a Delaware  corporation  (the
"Registrant"),  and are not being filed with, or included in, this  Registration
Statement on Form S-8 (the  "Registration  Statement")  in  accordance  with the
rules  and   regulations  of  the  Securities  and  Exchange   Commission   (the
"Commission").  These  documents and the documents  incorporated by reference in
the Registration  Statement  pursuant to Item 3 of Part II of this  Registration
Statement,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Upon  written or oral  request,  the  Registrant  shall  furnish,  without
charge,  the  documents  incorporated  by reference to Item 3 of Part II of this
Registration  Statement.  These  documents are  incorporated by reference in the
Section 10(a)  Prospectus.  Upon written or oral request,  the Registrant  shall
also  furnish,  without  charge,  other  documents  required to be  delivered to
employees pursuant to Rule 428(b) of the Securities Act of 1933, as amended (the
"Securities Act").  Requests should be directed to Lodgian,  Inc. 3445 Peachtree
Road,  N.E.,  Suite 700,  Atlanta,  Georgia 30326,  Attention:  Chief  Financial
Officer (tel. (404) 364-9400).


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  which have been filed by the Registrant with the
Commission  are  hereby   incorporated  by  reference  into  this   Registration
Statement:

            (a) The  description of the  Registrant's  Common Stock set forth in
      the Registrant's  Registration  Statement on Form S-4, filed July 17, 1998
      (SEC file number 333-59315), which in turn is incorporated by reference in
      the  Registrant's  Form 8-A,  filed  September  30,  1998 (SEC file number
      001-14537)  pursuant to Section 12 of the Securities  Exchange Act of 1934
      (the "Exchange Act"),  together with all amendments and reports filed with
      the Commission for the purposes of updating that description; and

            (b) All documents  subsequently filed by the Registrant  pursuant to
      Sections 13(a), 13(c), 14 or 15 of the Exchange Act prior to the filing of
      a  post-effective  amendment which  indicates that all securities  offered
      hereby have been sold or which  deregisters  all securities then remaining
      unsold,   shall  be  deemed  to  be  incorporated  by  reference  in  this
      Registration Statement and to be a part hereof from the date of the filing
      of such documents.

      Any  statement  contained  in a  document  incorporated  or  deemed  to be
incorporated by reference into this Registration  Statement will be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  in  this  Registration  Statement  or  any  other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  into  this  Registration   Statement   modifies  or  supersedes  that
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      A description of the shares of Common Stock, par value $0.01 per share, is
contained in the Registrant's  Registration  Statement on Form S-4, SEC File No.
333-59315,  as amended,  under the caption of  "Description  of Lodgian  Capital
Stock." Such information is incorporated  herein by reference to such section of
the Registration Statement on Form S-4.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant's Restated Certificate of Incorporation and Restated Bylaws
provide  for the  indemnification  of,  and  advancement  of  expenses  to,  the
directors,  officers,  employees,  and agents of the  Registrant  to the fullest
extent  permitted by Delaware  law from time to time and the Bylaws  provide for
various procedures relating thereto.  Under Delaware law,  directors,  officers,
employees and agents of the Registrant may be indemnified  against  amounts paid
in judgments, settlements, penalties, fines and expenses actually and reasonably
incurred with respect to proceedings (other than an action by or in the right of
the Registrant,  such, a "derivative action") if they acted in good faith and in
a manner reasonably  believed to be in, or not opposed to, the best interests of
the Registrant,  and, with respect to any criminal action or proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard of
care is applied in the case of a derivative action,  except that indemnification
only extends to expenses (including attorney's fees) incurred in connection with
the defense or settlement of such an action. However, court approval is required
before there can be any  indemnification  of expenses  where the person  seeking
indemnification has been found liable to the Registrant.

      Under  Delaware  law,  expenses  incurred  by an  officer or  director  in
defending a civil or criminal  proceeding  shall be paid by the Registrant  upon
receipt of an  undertaking  by or on behalf of such director or officer to repay
such  amount if it shall be  determined  that the  officer  or  director  is not
entitled to indemnification.

      Indemnification  and advancement of expenses  continues as to a person who
has ceased to be a director,  officer, employee, or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

      The Registrant may purchase and maintain an insurance  policy insuring its
directors, officers, employees and agents against any liability for certain acts
and omissions while acting in their official capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.



<PAGE>




ITEM 8.  EXHIBITS.


EXHIBIT
NO.            IDENTIFICATION

     4.1       Restated   Certificate   of   Incorporation   of  the  Registrant
               (incorporated  by  reference  to  Appendix G of the  Registrant's
               Registration  Statement  on Form S-4,  filed  July 17,  1998,  as
               amended).

     4.2       Restated Bylaws of the Registrant  (incorporated  by reference to
               Appendix H of the  Registrant's  Registration  Statement  on Form
               S-4, filed July 17, 1998, as amended).

     5.1       Opinion of Cadwalader, Wickersham & Taft.

    10.1       The  Lodgian  1998   Short-Term   Incentive   Compensation   Plan
               (incorporated  by  reference  to  Appendix D of the  Registrant's
               Registration  Statement  on Form S-4,  filed  July 17,  1998,  as
               amended).

    10.2       The Lodgian 1998 Stock Incentive Plan  (incorporated by reference
               to Appendix E of the Registrant's  Registration Statement on Form
               S-4, filed July 17, 1998, as amended).

    10.3       The Lodgian  Non-Employee  Directors' Stock Plan (incorporated by
               reference  to  Appendix  F  of  the   Registrant's   Registration
               Statement on Form S-4, filed July 17, 1998, as amended).

    23.1       Consent of Cadwalader, Wickersham & Taft (included in its opinion
               filed as Exhibit 5.1 to this Registration Statement).

    23.2       Consent of Ernst & Young LLP.

    23.3       Consent of PricewaterhouseCoopers LLP.

    24.1       Power of Attorney (included as part of the signature page of this
               registration statement).


ITEM 9.  UNDERTAKINGS.

      The Registrant hereby undertakes:

      (a) (1) To file,  during  any  period  in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus  required by Section 10(a)(3)
            of the Securities Act.

                  (ii) To reflect in the  prospectus any facts or events arising
            after the effective date of this Registration Statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than a 20% change in the maximum aggregate  offering price set forth
            in the  "Calculation  of  Registration  Fee" table in the  effective
            registration statement.

                  (iii) To include any material  information with respect to the
            plan of distribution  not previously  disclosed in the  Registration
            Statement  or  any  material  change  to  such  information  in  the
            Registration Statement.

      provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to Section 13 or 15(d) of the  Exchange  Act that are
      incorporated by reference in this Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at the time  shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (b) That, for purposes of determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  Registrant  pursuant  to  any  provision  or  arrangement  whereby  the
Registrant  may  indemnify  a  director,  officer or  controlling  person of the
Registrant against  liabilities  arising under the Securities Act, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.




<PAGE>



SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authored, in the City of Atlanta, State of Georgia, on

January 21, 1999
                                    LODGIAN, INC.


                                    By: /s/ Robert S. Cole
                                        -------------------
                                        Name: Robert S. Cole
                                        Title: Chief Executive Officer


<PAGE>



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Robert S. Cole his true and lawful attorney-in-fact and
agent,  with full power of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and  all  capacities,  to  sign  any  and all
amendments, including post-effective amendments, to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that the said  attorney-in-fact  and agent,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                            Title                            Date
---------                            -----                            ----

/s/ Robert S. Cole
______________________________       Chief Executive Officer and        1/21/99
Robert S. Cole                       Director


/s/ Karyn Marasco
______________________________       Chief Operating Officer            1/21/99
Karyn Marasco


/s/ Warren M. Knight
______________________________       Vice President Finance (Principal  1/21/99
Warren M. Knight                     Financial & Accounting Officer)


/s/ Joseph C. Calabro
______________________________       Director and Chairman of the       1/21/99
Joseph C. Calabro                    Office of the Chairman



/s/ John Lang
______________________________       Director                           1/21/99
John Lang



/s/ Michael A. Leven
______________________________       Director                          1/21/99
Michael A. Leven




/s/ Peter R. Tyson
______________________________       Director                           1/21/99
Peter R. Tyson



/s/ Richard H. Weiner
______________________________       Director                          1/21/99
Richard H. Weiner


<PAGE>



INDEX TO EXHIBITS


Exhibit No.   Description                             Sequentially Numbered Page
-----------   -----------                             --------------------------

5.1           Opinion of Cadwalader, Wickersham & Taft.           9

23.1          Consent  of  Cadwalader,  Wickersham  & Taft
              (included  in its  opinion  filed as Exhibit
              5.1 to this Registration Statement).

23.2          Consent of Ernst & Young LLP.                       10

23.3          Consent of PricewaterhouseCoopers LLP.              11



<PAGE>
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{"company-data": {"conformed-name": "LODGIAN INC", "cik": "0001066138", "assigned-sic": "7011", "irs-number": "522093696", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70955", "film-number": "99509509"}, "business-address": {"street1": "3445 PEACHTREE ROAD N E SUITE 700", "city": "ATLANTA", "state": "CA", "zip": "30326", "phone": "5616899970"}, "mail-address": {"street1": "3445 PEACHTREE ROAD N E SUITE 700", "city": "ATLANTA", "state": "CA", "zip": "30326"}}
SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

--------------------------------------------------------------------------------
                                  LODGIAN, INC.
                   (Exact name of registrant as specified in its charter)
--------------------------------------------------------------------------------

                    DELAWARE                                     52-2093696
(State or other jurisdiction of incorporation               (I.R.S. Employer 
                or organization)                           Identification No.)
--------------------------------------------------------------------------------

      3445 PEACHTREE ROAD, N.E. SUITE 700
                ATLANTA, GEORGIA                                    30326
    (Address of Principal Executive Offices)                     (Zip Code)
--------------------------------------------------------------------------------
                    LODGIAN 1998 SHORT-TERM INCENTIVE COMPENSATION PLAN
                                       AND
                        LODGIAN 1998 STOCK INCENTIVE PLAN
                                       AND
                   LODGIAN NON-EMPLOYEE DIRECTORS' STOCK PLAN
                            (Full title of the plans)
--------------------------------------------------------------------------------

                                 ROBERT S. COLE
                             CHIEF EXECUTIVE OFFICER
                                  LODGIAN, INC.
                       3445 PEACHTREE ROAD, N.E. SUITE 700
                             ATLANTA, GEORGIA 30326
                                       (404) 364-9400
 (Name, address and telephone number, including area code, of agent for service)

                                 With a Copy To:
                              DENNIS J. BLOCK, ESQ.
                          CADWALADER, WICKERSHAM & TAFT
                                 100 MAIDEN LANE
                            NEW YORK, NEW YORK 10038
                                 (212) 504-6000
--------------------------------------------------------------------------------

                       CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------
                                       Proposed maximum  Proposed maximum
     Title of         Amount to be      offering price       aggregate         Amount of
    securities       registered (1)     per share (2)     offering price   registration fee
 to be registered                                               (2)               (2)
---------------------------------------------------------------------------------------------
Common Stock, par  4,005,000 shares       $ 4.9375       $ 19,774,687.50     $ 5,932.41
  value $0.01 per
       share
---------------------------------------------------------------------------------------------
Notes:

(1)  Represents shares authorized for issuance under the Lodgian 1998 Short-Term
     Incentive  Compensation  Plan  (1,000,000  shares),  the Lodgian 1998 Stock
     Incentive Plan (3,000,000 shares) and the Lodgian  Non-Employee  Directors'
     Stock Plan (5,000 shares).

(2)  Estimated  solely for  purposes of  calculating  the  registration  fee, in
     accordance with Rules 457(h) and 457(c), based on fluctuating market prices
     of  securities  of the same class by computing  the average of the high and
     low prices reported by the New York Stock Exchange for Lodgian, Inc. Common
     Stock as of market close on Friday, January 15, 1999.
PART I

ITEM 1.  PLAN INFORMATION.

      The documents  containing the  information  specified in this Item will be
sent or given to  employees  who are  eligible for awards under the Lodgian 1998
Short-Term Incentive  Compensation Plan (the "Short-Term Plan), the Lodgian 1998
Stock Incentive Plan (the "Stock Plan") and the Lodgian Non-Employee  Directors'
Stock Plan (the  "Non-Employee  Plan," and together with the Short-Term Plan and
the Stock Plan,  the  "Plans") of Lodgian,  Inc.,  a Delaware  corporation  (the
"Registrant"),  and are not being filed with, or included in, this  Registration
Statement on Form S-8 (the  "Registration  Statement")  in  accordance  with the
rules  and   regulations  of  the  Securities  and  Exchange   Commission   (the
"Commission").  These  documents and the documents  incorporated by reference in
the Registration  Statement  pursuant to Item 3 of Part II of this  Registration
Statement,  taken together,  constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Upon  written or oral  request,  the  Registrant  shall  furnish,  without
charge,  the  documents  incorporated  by reference to Item 3 of Part II of this
Registration  Statement.  These  documents are  incorporated by reference in the
Section 10(a)  Prospectus.  Upon written or oral request,  the Registrant  shall
also  furnish,  without  charge,  other  documents  required to be  delivered to
employees pursuant to Rule 428(b) of the Securities Act of 1933, as amended (the
"Securities Act").  Requests should be directed to Lodgian,  Inc. 3445 Peachtree
Road,  N.E.,  Suite 700,  Atlanta,  Georgia 30326,  Attention:  Chief  Financial
Officer (tel. (404) 364-9400).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  which have been filed by the Registrant with the
Commission  are  hereby   incorporated  by  reference  into  this   Registration
Statement:

            (a) The  description of the  Registrant's  Common Stock set forth in
      the Registrant's  Registration  Statement on Form S-4, filed July 17, 1998
      (SEC file number 333-59315), which in turn is incorporated by reference in
      the  Registrant's  Form 8-A,  filed  September  30,  1998 (SEC file number
      001-14537)  pursuant to Section 12 of the Securities  Exchange Act of 1934
      (the "Exchange Act"),  together with all amendments and reports filed with
      the Commission for the purposes of updating that description; and

            (b) All documents  subsequently filed by the Registrant  pursuant to
      Sections 13(a), 13(c), 14 or 15 of the Exchange Act prior to the filing of
      a  post-effective  amendment which  indicates that all securities  offered
      hereby have been sold or which  deregisters  all securities then remaining
      unsold,   shall  be  deemed  to  be  incorporated  by  reference  in  this
      Registration Statement and to be a part hereof from the date of the filing
      of such documents.

      Any  statement  contained  in a  document  incorporated  or  deemed  to be
incorporated by reference into this Registration  Statement will be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  in  this  Registration  Statement  or  any  other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  into  this  Registration   Statement   modifies  or  supersedes  that
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      A description of the shares of Common Stock, par value $0.01 per share, is
contained in the Registrant's  Registration  Statement on Form S-4, SEC File No.
333-59315,  as amended,  under the caption of  "Description  of Lodgian  Capital
Stock." Such information is incorporated  herein by reference to such section of
the Registration Statement on Form S-4.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant's Restated Certificate of Incorporation and Restated Bylaws
provide  for the  indemnification  of,  and  advancement  of  expenses  to,  the
directors,  officers,  employees,  and agents of the  Registrant  to the fullest
extent  permitted by Delaware  law from time to time and the Bylaws  provide for
various procedures relating thereto.  Under Delaware law,  directors,  officers,
employees and agents of the Registrant may be indemnified  against  amounts paid
in judgments, settlements, penalties, fines and expenses actually and reasonably
incurred with respect to proceedings (other than an action by or in the right of
the Registrant,  such, a "derivative action") if they acted in good faith and in
a manner reasonably  believed to be in, or not opposed to, the best interests of
the Registrant,  and, with respect to any criminal action or proceeding,  had no
reasonable  cause to believe their conduct was unlawful.  A similar  standard of
care is applied in the case of a derivative action,  except that indemnification
only extends to expenses (including attorney's fees) incurred in connection with
the defense or settlement of such an action. However, court approval is required
before there can be any  indemnification  of expenses  where the person  seeking
indemnification has been found liable to the Registrant.

      Under  Delaware  law,  expenses  incurred  by an  officer or  director  in
defending a civil or criminal  proceeding  shall be paid by the Registrant  upon
receipt of an  undertaking  by or on behalf of such director or officer to repay
such  amount if it shall be  determined  that the  officer  or  director  is not
entitled to indemnification.

      Indemnification  and advancement of expenses  continues as to a person who
has ceased to be a director,  officer, employee, or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

      The Registrant may purchase and maintain an insurance  policy insuring its
directors, officers, employees and agents against any liability for certain acts
and omissions while acting in their official capacity.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.
ITEM 8.  EXHIBITS.

EXHIBIT
NO.            IDENTIFICATION

     4.1       Restated   Certificate   of   Incorporation   of  the  Registrant
               (incorporated  by  reference  to  Appendix G of the  Registrant's
               Registration  Statement  on Form S-4,  filed  July 17,  1998,  as
               amended).

     4.2       Restated Bylaws of the Registrant  (incorporated  by reference to
               Appendix H of the  Registrant's  Registration  Statement  on Form
               S-4, filed July 17, 1998, as amended).

     5.1       Opinion of Cadwalader, Wickersham & Taft.

    10.1       The  Lodgian  1998   Short-Term   Incentive   Compensation   Plan
               (incorporated  by  reference  to  Appendix D of the  Registrant's
               Registration  Statement  on Form S-4,  filed  July 17,  1998,  as
               amended).

    10.2       The Lodgian 1998 Stock Incentive Plan  (incorporated by reference
               to Appendix E of the Registrant's  Registration Statement on Form
               S-4, filed July 17, 1998, as amended).

    10.3       The Lodgian  Non-Employee  Directors' Stock Plan (incorporated by
               reference  to  Appendix  F  of  the   Registrant's   Registration
               Statement on Form S-4, filed July 17, 1998, as amended).

    23.1       Consent of Cadwalader, Wickersham & Taft (included in its opinion
               filed as Exhibit 5.1 to this Registration Statement).

    23.2       Consent of Ernst & Young LLP.

    23.3       Consent of PricewaterhouseCoopers LLP.

    24.1       Power of Attorney (included as part of the signature page of this
               registration statement).

ITEM 9.  UNDERTAKINGS.

      The Registrant hereby undertakes:

      (a) (1) To file,  during  any  period  in which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus  required by Section 10(a)(3)
            of the Securities Act.

                  (ii) To reflect in the  prospectus any facts or events arising
            after the effective date of this Registration Statement (or the most
            recent post-effective  amendment thereof) which,  individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than a 20% change in the maximum aggregate  offering price set forth
            in the  "Calculation  of  Registration  Fee" table in the  effective
            registration statement.

                  (iii) To include any material  information with respect to the
            plan of distribution  not previously  disclosed in the  Registration
            Statement  or  any  material  change  to  such  information  in  the
            Registration Statement.

      provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to Section 13 or 15(d) of the  Exchange  Act that are
      incorporated by reference in this Registration Statement.

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein, and
      the  offering  of such  securities  at the time  shall be deemed to be the
      initial bona fide offering thereof.

            (3)  To  remove  from  registration  by  means  of a  post-effective
      amendment any of the securities  being  registered  which remain unsold at
      the termination of the offering.

      (b) That, for purposes of determining  any liability  under the Securities
Act, each filing of the Registrant's  annual report pursuant to Section 13(a) or
Section  15(d) of the Exchange  Act (and,  where  applicable,  each filing of an
employee  benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this  Registration  Statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of  the  Registrant  pursuant  to  any  provision  or  arrangement  whereby  the
Registrant  may  indemnify  a  director,  officer or  controlling  person of the
Registrant against  liabilities  arising under the Securities Act, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

THE REGISTRANT.  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authored, in the City of Atlanta, State of Georgia, on

January 21, 1999
                                    LODGIAN, INC.

                                    By: /s/ Robert S. Cole
                                        -------------------
                                        Name: Robert S. Cole
                                        Title: Chief Executive Officer
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Robert S. Cole his true and lawful attorney-in-fact and
agent,  with full power of substitution and  resubstitution,  for him and in his
name,  place  and  stead,  in any  and  all  capacities,  to  sign  any  and all
amendments, including post-effective amendments, to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that the said  attorney-in-fact  and agent,  or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                            Title                            Date
---------                            -----                            ----

/s/ Robert S. Cole
______________________________       Chief Executive Officer and        1/21/99
Robert S. Cole                       Director

/s/ Karyn Marasco
______________________________       Chief Operating Officer            1/21/99
Karyn Marasco

/s/ Warren M. Knight
______________________________       Vice President Finance (Principal  1/21/99
Warren M. Knight                     Financial & Accounting Officer)

/s/ Joseph C. Calabro
______________________________       Director and Chairman of the       1/21/99
Joseph C. Calabro                    Office of the Chairman

/s/ John Lang
______________________________       Director                           1/21/99
John Lang

/s/ Michael A. Leven
______________________________       Director                          1/21/99
Michael A. Leven

/s/ Peter R. Tyson
______________________________       Director                           1/21/99
Peter R. Tyson

/s/ Richard H. Weiner
______________________________       Director                          1/21/99
Richard H. Weiner
INDEX TO EXHIBITS

Exhibit No.   Description                             Sequentially Numbered Page
-----------   -----------                             --------------------------

5.1           Opinion of Cadwalader, Wickersham & Taft.           9

23.1          Consent  of  Cadwalader,  Wickersham  & Taft
              (included  in its  opinion  filed as Exhibit
              5.1 to this Registration Statement).

23.2          Consent of Ernst & Young LLP.                       10

23.3          Consent of PricewaterhouseCoopers LLP.              11