As filed with the Securities and Exchange Commission on June 29, 2005
                                                         Registration No. 333-

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------------

                        FELCOR LODGING TRUST INCORPORATED
             (Exact name of registrant as specified in its charter)

                  Maryland                            75-2541756
         (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)           Identification No.)

      545 E. John Carpenter Frwy., Suite 1300
               Irving, Texas                             75062
     (Address of Principal Executive Offices)          (Zip Code)


                        FELCOR LODGING TRUST INCORPORATED
                   2005 Restricted Stock and Stock Option Plan
                            (Full title of the plan)
                       ----------------------------------

                              Lawrence D. Robinson
                  Executive Vice President and General Counsel
                        FelCor Lodging Trust Incorporated
                     545 E. John Carpenter Frwy., Suite 1300
                            Irving, Texas 75062-3933
                     (Name and address of agent for service)

                                 (972) 444-4900
          (Telephone number, including area code, of agent for service)
                       ----------------------------------

                                    Copy to:

                                Robert W. Dockery
                 Jenkens & Gilchrist, A Professional Corporation
                          1445 Ross Avenue, Suite 3700
                            Dallas, Texas 75202-2799
                       ----------------------------------



<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                            Proposed maximum
                                                      Proposed maximum          aggregate
     Title of securities           Amount to be        offering price        offering price            Amount of
       to be registered           registered (1)      per share (2)(3)          (1)(2)(3)         registration fee (4)
------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                 <C>                   <C>                   <C>
Common Stock,
par value $0.01 per share           1,000,000              $13.99              $13,990,000               $1,647
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Consists of 1,000,000  shares of common  stock,  $0.01 par value per share,
     reserved for issuance  under the FelCor  Lodging  Trust  Incorporated  2005
     Restricted  Stock and Stock Option Plan. In addition,  pursuant to Rule 416
     promulgated under the Securities Act of 1933, this  Registration  Statement
     also covers an  indeterminate  number of additional  shares of common stock
     issuable  pursuant to awards or the exercise of options to be granted under
     the 2005  Restricted  Stock and Stock Option Plan to prevent  dilution that
     may  result  from any  future  stock  splits,  stock  dividends  or similar
     transactions affecting the common stock.
(2)  Estimated solely for the purpose of computing the registration fee.
(3)  Calculated  pursuant  to Rules  457(c)  and  457(h)  promulgated  under the
     Securities  Act of 1933.  Accordingly,  the price per share of common stock
     offered  hereunder  pursuant to the 2005 Restricted  Stock and Stock Option
     Plan is based upon  1,000,000  shares of common stock reserved for issuance
     under the 2005 Restricted  Stock and Stock Option Plan at a price per share
     of $13.99,  which is the average of the highest and lowest  price per share
     of common stock  reported on the New York Stock  Exchange on June 27, 2005;
     which  is a date  within  five  business  days  prior  to the  date of this
     Registration Statement.
(4)  Pursuant to Rule 457(p)  promulgated  under the Securities Act of 1933, the
     registration fee of $1,647 is offset against filing fees previously paid in
     connection with the Form S-4 (File No.  333-62510),  filed on June 7, 2001,
     by FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership
     and subsequently withdrawn on September 28, 2001.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information*

Item 2.           Registrant Information and Employee Plan Annual Information*

      *Information  required  by  Part  I of  Form  S-8  (Items  1 and  2) to be
contained in the Section  10(a)  prospectus  is omitted  from this  Registration
Statement in accordance  with Rule 428 under the  Securities Act of 1933, or the
Securities Act, and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

      FelCor Lodging Trust Incorporated,  or the Company, hereby incorporates by
reference in this  Registration  Statement  the following  documents  previously
filed by the  Company  with  the  Securities  and  Exchange  Commission,  or the
Commission:

     (1) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2004;

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2005;

     (3) The Company's  Current  Report on Form 8-K dated January 25, 2005,  and
filed with the Commission on January 28, 2005;

      (4) The Company's  Current  Report on Form 8-K dated February 9, 2005, and
filed with the Commission on February 10, 2005;**

     (5) The Company's Current Report on Form 8-K dated April 6, 2005, and filed
with the Commission on April 11, 2005;

     (6) The Company's Current Report on Form 8-K dated April 26,2005, and filed
with the Commission on May 2, 2005;

     (7) The Company's  Current  Report on Form 8-K dated May 2, 2005, and filed
with the Commission on May 3, 2005;**

     (8) The Company's Current Report on Form 8-K dated June 10, 2005, and filed
with the Commission on June 13, 2005; and

     (9) The description of the Company's common stock contained in the
Company's  registration  statement  on  Form  8-A  filed  with  the  Commission,
including  any  amendment  or report  filed for the  purpose  of  updating  that
description.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, or
the Exchange Act, subsequent to the date of this Registration Statement shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of the filing of those  documents  until such time as there shall have been
filed a  post-effective  amendment that  indicates  that all securities  offered
hereby have been sold or that deregisters all securities remaining unsold at the
time of such amendment.**

      Any statement contained herein or in any document incorporated,  or deemed
to be  incorporated  by  reference,  herein,  shall be deemed to be  modified or
superseded,  for purposes of this Registration  Statement,  to the extent that a
statement  contained herein or in any subsequently  filed document that also is,
or is deemed to be,  incorporated  by reference  herein,  modifies or supersedes

                                       1
<PAGE>

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.
___________________________
** Portions of this report were,  and any portion of reports  that  subsequently
are,  furnished to the  Commission  under Item 2.02,  Results of Operations  and
Financial  Condition,  and Item 7.01,  Regulation  FD  Disclosure.  Pursuant  to
General  Instruction  B(2) of Form 8-K, the portions of these reports  submitted
under Items 2.02 and 7.01 are not deemed to be "filed"  for  purposes of Section
18 of the Exchange Act and are not subject to the  liabilities  of that section.
Additionally,  all exhibits to these reports relating to Items 2.02 and 7.01 are
deemed to be "furnished," and not "filed," under Item 9.01, Financial Statements
and Exhibits, unless specifically stated otherwise. Furthermore, the information
in these reports, including the exhibits, shall not be deemed to be incorporated
by reference into the Company's filings under the Securities Act or the Exchange
Act or into  this  Registration  Statement  (including  the  prospectus  of this
Registration  Statement)  regardless  of any general  incorporation  language in
those filings.

Item 4.       Description of Securities.

              Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not Applicable.

Item 6.       Indemnification of Directors and Officers.

         The charter of the  Company,  generally,  limits the  liability  of the
Company's  directors and officers to the Company and its  shareholders for money
damages to the fullest extent  permitted,  from time to time, by the laws of the
State of Maryland.  The Maryland General  Corporation  Law, or MGCL,  authorizes
Maryland  corporations  to limit the  liability of directors and officers to the
corporation and its shareholders for money damages, except to the extent that it
is proved that the director or officer actually  received an improper benefit or
profit in money,  property or services,  for the amount of the benefit or profit
actually  received or to the extent that a judgment or other final  adjudication
adverse to the director or officer is entered in a proceeding based on a finding
in the proceeding  that the director's or officer's  action,  or failure to act,
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding.

    The Company's charter also provides,  generally, for the indemnification of,
and advance of expense on behalf of,  directors and officers,  among others,  to
the fullest  extent  permitted  by Maryland  law. The MGCL  authorizes  Maryland
corporations  to  indemnify  present  and past  directors  and  officers  of the
corporation or of another corporation for which they serve at the request of the
corporation  against  judgments,  penalties,  fines,  settlements and reasonable
expenses  (including  attorneys' fees) actually  incurred in connection with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation  in respect of which the person is  adjudicated  to be
liable to the  corporation),  in which they are made parties by reason of being,
or having been,  directors or officers,  unless it is proved that (i) the act or
omission of the person was material to the matter giving rise to the  proceeding
and was  committed  in bad  faith or was the  result of  active  and  deliberate
dishonesty,  (ii) the person actually  received an improper  personal benefit in
money, property or services or (iii) in the case of any criminal proceeding, the
person had  reasonable  cause to believe that the act or omission was  unlawful.
The MGCL also provides that,  unless  limited by the  corporation's  charter,  a
corporation  shall  indemnify  present and past  directors  and  officers of the
corporation  who are successful,  on the merits or otherwise,  in the defense of
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,   administrative  or  investigative,   against   reasonable   expenses
(including  attorneys'  fees) incurred in connection  with the  proceeding.  The
Company's charter does not limit the extent of this indemnity.

    Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to  directors  and officers of the Company  pursuant to
the foregoing provisions or otherwise, the Company has been advised that, in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act of 1933,  and is,
therefore, unenforceable.

                                       2
<PAGE>


      The Company may purchase director and officer liability  insurance for the
purpose  of  providing  a source of funds to pay any  indemnification  described
above.  The MGCL  authorizes  Maryland  corporations  to purchase  and  maintain
insurance  for former or  existing  directors  or  officers  of the  corporation
against  any  liability  assessed  against,  and  incurred,  by  persons in that
capacity  or  arising  out  of  that  person's  position,  whether  or  not  the
corporation  would have the power to indemnify against liability under the MGCL.
The Company's charter does not limit this authority to obtain insurance.

Item 7.       Exemption from Registration Claimed.

              Not Applicable.

Item 8.       Exhibits.

         The following  exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K.

Exhibit
 Number                                 Description of Exhibit
-------                                 ----------------------

4.1.1          Articles  of  Amendment  and  Restatement  dated  June 22,  1995,
               amending and restating the Charter of the Company,  as amended or
               supplemented by Articles of Merger dated June 23, 1995,  Articles
               Supplementary  dated April 30, 1996,  Articles of Amendment dated
               August 8,  1996,  Articles  of  Amendment  dated  June 16,  1997,
               Articles  of  Amendment   dated   October  30,   1997,   Articles
               Supplementary  dated May 6, 1998, Articles of Merger and Articles
               of Amendment  dated July 27, 1998, and  Certificate of Correction
               dated  March 11,  1999  (filed as  Exhibit  3.1 to the  Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1998, and incorporated herein by reference).

4.1.2          Certificate  of Correction to the Articles of Merger  between the
               Company and Bristol Hotel  Company,  dated August 31, 1999 (filed
               as Exhibit 3.1.1 to the Company's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 1999, and incorporated herein
               by reference).

4.1.3          Articles  Supplementary,  dated  April 1, 2002  (filed as Exhibit
               3.1.2 to the Company's Current Report on Form 8-K, dated April 1,
               2002,  and filed on April 4,  2002,  and  incorporated  herein by
               reference).

4.1.4          Articles  Supplementary  designating  additional  shares of $1.95
               Series A Cumulative  Convertible  Preferred  Stock filed April 2,
               2004 (filed as Exhibit 3.1.3 to the Company's  Current  Report on
               Form 8-K, dated as of March 30, 2004, and filed on April 6, 2004,
               and incorporated herein by reference).

4.1.5          Articles  Supplementary  designating  additional  shares of $1.95
               Series A Cumulative  Convertible Preferred Stock filed August 20,
               2004 (filed as Exhibit 3.1.4 to the Company's  Current  Report on
               Form 8-K,  dated as of August 18,  2004,  and filed on August 26,
               2004, and incorporated herein by reference).

4.1.6          Articles  Supplementary  designating  the  shares  of 8% Series C
               Cumulative  Redeemable Preferred Stock filed April 6, 2005 (filed
               as Exhibit  3.1.6 to the  Company's  Current  Report on Form 8-K,
               dated as of April 6,  2005,  and  filed on April  11,  2005,  and
               incorporated herein by reference).

4.2            Bylaws of the  Company,  as amended  (filed as Exhibit 3.2 to the
               Company's   Registration   Statement   on  Form  S-11  (File  No.
               333-98332) and incorporated herein by reference).

4.3            Form of Share  Certificate for Common Stock (filed as Exhibit 4.1
               to the  Company's  Quarterly  Report on Form 10-Q for the quarter
               ended June 30, 1996, and incorporated herein by reference).

4.4*           FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock
               Option Plan.

                                       3
<PAGE>

5.1*           Opinion of Jenkens & Gilchrist, A Professional Corporation.

23.1           Consent  of  Jenkens  &  Gilchrist,  A  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto).

23.2*          Consent of PricewaterhouseCoopers LLP.

24.1           Powers  of  Attorney   (included  with  signature  page  of  this
               Registration Statement).

__________________
* Filed herewith.

Item 9.       Undertakings.

         (a)  The undersigned registrant hereby undertakes:

               (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 of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  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 the
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) of this section do
not apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, 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 that 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)  The undersigned registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the

                                       4

<PAGE>

registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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 of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.


















                                       5

<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 authorized, in the City of Irving, State of Texas, on June 28, 2005:


                                   FELCOR LODGING TRUST INCORPORATED
                                   a Maryland corporation


                                   By:   /s/ LAWRENCE D. ROBINSON
                                         --------------------------
                                         Lawrence D. Robinson
                                         Executive Vice President and
                                         General Counsel























                                      S-1

<PAGE>


                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints each of Thomas J.  Corcoran,  Jr. and Lawrence D.  Robinson,  with full
power to act without the other, his or her true and lawful  attorney-in-fact and
agent, with full power of substitution and  re-substitution,  for him or her and
in his or her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments (including post-effective amendments) to
this  registration  statement,  to file the  same,  together  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission, to sign any and all applications,  registration statements,
notices and other documents necessary or advisable to comply with the applicable
state securities  laws, and to file the same,  together with all other documents
in connection  therewith,  with the appropriate  state  securities  authorities,
granting unto said  attorneys-in-fact and agents or any of them, or their or his
substitutes or  substitute,  full power and authority to perform and do each and
every act and thing necessary and advisable as fully to all intents and purposes
as he or she might or could  perform  and do in person,  thereby  ratifying  and
confirming all that said attorneys-in-fact and agents or any of them or their or
his  substitutes  or  substitute,  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 date indicated:

<TABLE>
<CAPTION>

                  Signature                                         Title                                Date
                  ---------                                         -----                                ----
<S>                                            <C>                                                  <C>
          /s/ DONALD J. MCNAMARA               Chairman of the Board and                            June 28, 2005
-----------------------------------------      Director
            Donald J. McNamara

        /s/ THOMAS J. CORCORAN, JR.            President, Chief Executive                           June 28, 2005
-----------------------------------------      Officer and Director
          Thomas J. Corcoran, Jr.

           /s/ RICHARD A. SMITH                Executive Vice President and Chief                   June 28, 2005
-----------------------------------------      Financial Officer
             Richard A. Smith

           /s/ LESTER C. JOHNSON               Senior Vice President and Controller                 June 28, 2005
-----------------------------------------      (Principal Accounting Officer)
             Lester C. Johnson

            /s/ MELINDA J. BUSH                Director                                             June 26, 2005
-----------------------------------------
              Melinda J. Bush

          /s/ RICHARD S. ELLWOOD               Director                                             June 28, 2005
-----------------------------------------
            Richard S. Ellwood

          /s/ RICHARD O. JACOBSON              Director                                             June 28, 2005
-----------------------------------------
            Richard O. Jacobson

           /s/ DAVID C. KLOEPPEL               Director                                             June 23, 2005
-----------------------------------------
             David C. Kloeppel

       /s/ CHARLES A. LEDSINGER, JR.           Director                                             June 28, 2005
-----------------------------------------
         Charles A. Ledsinger, Jr.

          /s/ ROBERT H. LUTZ, JR.              Director                                             June 27, 2005
-----------------------------------------
            Robert H. Lutz, Jr.

          /s/ ROBERT A. MATHEWSON              Director                                             June 28, 2005
-----------------------------------------
            Robert A. Mathewson

            /s/ MICHAEL D. ROSE                Director                                             June 28, 2005
-----------------------------------------
              Michael D. Rose
</TABLE>

                                      S-2

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number                      Description of Exhibit
-------                     ----------------------

4.1.1          Articles  of  Amendment  and  Restatement  dated  June 22,  1995,
               amending and restating the Charter of the Company,  as amended or
               supplemented by Articles of Merger dated June 23, 1995,  Articles
               Supplementary  dated April 30, 1996,  Articles of Amendment dated
               August 8,  1996,  Articles  of  Amendment  dated  June 16,  1997,
               Articles  of  Amendment   dated   October  30,   1997,   Articles
               Supplementary  dated May 6, 1998, Articles of Merger and Articles
               of Amendment  dated July 27, 1998, and  Certificate of Correction
               dated  March 11,  1999  (filed as  Exhibit  3.1 to the  Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1998, and incorporated herein by reference).

4.1.2          Certificate  of Correction to the Articles of Merger  between the
               Company and Bristol Hotel  Company,  dated August 31, 1999 (filed
               as Exhibit 3.1.1 to the Company's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 1999, and incorporated herein
               by reference).

4.1.3          Articles  Supplementary,  dated  April 1, 2002  (filed as Exhibit
               3.1.2 to the Company's Current Report on Form 8-K, dated April 1,
               2002,  and filed on April 4,  2002,  and  incorporated  herein by
               reference).

4.1.4          Articles  Supplementary  designating  additional  shares of $1.95
               Series A Cumulative  Convertible  Preferred  Stock filed April 2,
               2004 (filed as Exhibit 3.1.3 to the Company's  Current  Report on
               Form 8-K, dated as of March 30, 2004, and filed on April 6, 2004,
               and incorporated herein by reference).

4.1.5          Articles  Supplementary  designating  additional  shares of $1.95
               Series A Cumulative  Convertible Preferred Stock filed August 20,
               2004 (filed as Exhibit 3.1.4 to the Company's  Current  Report on
               Form 8-K,  dated as of August 18,  2004,  and filed on August 26,
               2004, and incorporated herein by reference).

4.1.6          Articles  Supplementary  designating  the  shares  of 8% Series C
               Cumulative  Redeemable Preferred Stock filed April 6, 2005 (filed
               as Exhibit  3.1.6 to the  Company's  Current  Report on Form 8-K,
               dated as of April 6,  2005,  and  filed on April  11,  2005,  and
               incorporated herein by reference).

4.2            Bylaws of the  Company,  as amended  (filed as Exhibit 3.2 to the
               Company's   Registration   Statement   on  Form  S-11  (File  No.
               333-98332) and incorporated herein by reference).

4.3            Form of Share  Certificate for Common Stock (filed as Exhibit 4.1
               to the  Company's  Quarterly  Report on Form 10-Q for the quarter
               ended June 30, 1996, and incorporated herein by reference).

4.4*           FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock
               Option Plan.

5.1*           Opinion of Jenkens & Gilchrist, A Professional Corporation.

23.1           Consent  of  Jenkens  &  Gilchrist,  A  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto).

23.2*          Consent of PricewaterhouseCoopers LLP.

24.1           Powers  of  Attorney   (included  with  signature  page  of  this
               Registration Statement).

___________________
* Filed herewith.

                                 Exhibit Index
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8 - JUNE 2005", "secsgml_size_bytes": 31802}]
{"company-data": {"conformed-name": "FelCor Lodging Trust Inc", "cik": "0000923603", "assigned-sic": "6798", "irs-number": "752541756", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126228", "film-number": "05925490"}, "business-address": {"street1": "545 E JOHN CARPENTER FREEWAY", "street2": "SUITE 1300", "city": "IRVING", "state": "TX", "zip": "75062", "phone": "9724444900"}, "mail-address": {"street1": "545 E JOHN CARPENTER FREEWAY", "street2": "SUITE 1300", "city": "IRVING", "state": "TX", "zip": "75062"}, "former-company": [{"former-conformed-name": "FELCOR LODGING TRUST INC", "date-changed": "19980810"}, {"former-conformed-name": "FELCOR SUITE HOTELS INC", "date-changed": "19940523"}]}
As filed with the Securities and Exchange Commission on June 29, 2005
                                                         Registration No. 333-

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------------

                        FELCOR LODGING TRUST INCORPORATED
             (Exact name of registrant as specified in its charter)

                  Maryland                            75-2541756
         (State or other jurisdiction of           (I.R.S. Employer
         incorporation or organization)           Identification No.)

      545 E. John Carpenter Frwy., Suite 1300
               Irving, Texas                             75062
     (Address of Principal Executive Offices)          (Zip Code)

                        FELCOR LODGING TRUST INCORPORATED
                   2005 Restricted Stock and Stock Option Plan
                            (Full title of the plan)
                       ----------------------------------

                              Lawrence D. Robinson
                  Executive Vice President and General Counsel
                        FelCor Lodging Trust Incorporated
                     545 E. John Carpenter Frwy., Suite 1300
                            Irving, Texas 75062-3933
                     (Name and address of agent for service)

                                 (972) 444-4900
          (Telephone number, including area code, of agent for service)
                       ----------------------------------

                                    Copy to:

                                Robert W. Dockery
                 Jenkens & Gilchrist, A Professional Corporation
                          1445 Ross Avenue, Suite 3700
                            Dallas, Texas 75202-2799
                       ----------------------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                                            Proposed maximum
                                                      Proposed maximum          aggregate
     Title of securities           Amount to be        offering price        offering price            Amount of
       to be registered           registered (1)      per share (2)(3)          (1)(2)(3)         registration fee (4)
------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $0.01 per share           1,000,000              $13.99              $13,990,000               $1,647
------------------------------------------------------------------------------------------------------------------------
(1)  Consists of 1,000,000  shares of common  stock,  $0.01 par value per share,
     reserved for issuance  under the FelCor  Lodging  Trust  Incorporated  2005
     Restricted  Stock and Stock Option Plan. In addition,  pursuant to Rule 416
     promulgated under the Securities Act of 1933, this  Registration  Statement
     also covers an  indeterminate  number of additional  shares of common stock
     issuable  pursuant to awards or the exercise of options to be granted under
     the 2005  Restricted  Stock and Stock Option Plan to prevent  dilution that
     may  result  from any  future  stock  splits,  stock  dividends  or similar
     transactions affecting the common stock.
(2)  Estimated solely for the purpose of computing the registration fee.
(3)  Calculated  pursuant  to Rules  457(c)  and  457(h)  promulgated  under the
     Securities  Act of 1933.  Accordingly,  the price per share of common stock
     offered  hereunder  pursuant to the 2005 Restricted  Stock and Stock Option
     Plan is based upon  1,000,000  shares of common stock reserved for issuance
     under the 2005 Restricted  Stock and Stock Option Plan at a price per share
     of $13.99,  which is the average of the highest and lowest  price per share
     of common stock  reported on the New York Stock  Exchange on June 27, 2005;
     which  is a date  within  five  business  days  prior  to the  date of this
     Registration Statement.
(4)  Pursuant to Rule 457(p)  promulgated  under the Securities Act of 1933, the
     registration fee of $1,647 is offset against filing fees previously paid in
     connection with the Form S-4 (File No.  333-62510),  filed on June 7, 2001,
     by FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership
     and subsequently withdrawn on September 28, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information*

Item 2.           Registrant Information and Employee Plan Annual Information*

      *Information  required  by  Part  I of  Form  S-8  (Items  1 and  2) to be
contained in the Section  10(a)  prospectus  is omitted  from this  Registration
Statement in accordance  with Rule 428 under the  Securities Act of 1933, or the
Securities Act, and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

      FelCor Lodging Trust Incorporated,  or the Company, hereby incorporates by
reference in this  Registration  Statement  the following  documents  previously
filed by the  Company  with  the  Securities  and  Exchange  Commission,  or the
Commission:

     (1) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2004;

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2005;

     (3) The Company's  Current  Report on Form 8-K dated January 25, 2005,  and
filed with the Commission on January 28, 2005;

      (4) The Company's  Current  Report on Form 8-K dated February 9, 2005, and
filed with the Commission on February 10, 2005;**

     (5) The Company's Current Report on Form 8-K dated April 6, 2005, and filed
with the Commission on April 11, 2005;

     (6) The Company's Current Report on Form 8-K dated April 26,2005, and filed
with the Commission on May 2, 2005;

     (7) The Company's  Current  Report on Form 8-K dated May 2, 2005, and filed
with the Commission on May 3, 2005;**

     (8) The Company's Current Report on Form 8-K dated June 10, 2005, and filed
with the Commission on June 13, 2005; and

     (9) The description of the Company's common stock contained in the
Company's  registration  statement  on  Form  8-A  filed  with  the  Commission,
including  any  amendment  or report  filed for the  purpose  of  updating  that
description.

      All  documents  filed by the  Company  with  the  Commission  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, or
the Exchange Act, subsequent to the date of this Registration Statement shall be
deemed to be  incorporated  herein by reference and to be a part hereof from the
date of the filing of those  documents  until such time as there shall have been
filed a  post-effective  amendment that  indicates  that all securities  offered
hereby have been sold or that deregisters all securities remaining unsold at the
time of such amendment.**

      Any statement contained herein or in any document incorporated,  or deemed
to be  incorporated  by  reference,  herein,  shall be deemed to be  modified or
superseded,  for purposes of this Registration  Statement,  to the extent that a
statement  contained herein or in any subsequently  filed document that also is,
or is deemed to be,  incorporated  by reference  herein,  modifies or supersedes

                                       1
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.
___________________________
** Portions of this report were,  and any portion of reports  that  subsequently
are,  furnished to the  Commission  under Item 2.02,  Results of Operations  and
Financial  Condition,  and Item 7.01,  Regulation  FD  Disclosure.  Pursuant  to
General  Instruction  B(2) of Form 8-K, the portions of these reports  submitted
under Items 2.02 and 7.01 are not deemed to be "filed"  for  purposes of Section
18 of the Exchange Act and are not subject to the  liabilities  of that section.
Additionally,  all exhibits to these reports relating to Items 2.02 and 7.01 are
deemed to be "furnished," and not "filed," under Item 9.01, Financial Statements
and Exhibits, unless specifically stated otherwise. Furthermore, the information
in these reports, including the exhibits, shall not be deemed to be incorporated
by reference into the Company's filings under the Securities Act or the Exchange
Act or into  this  Registration  Statement  (including  the  prospectus  of this
Registration  Statement)  regardless  of any general  incorporation  language in
those filings.

Item 4.       Description of Securities.

              Not Applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not Applicable.

Item 6.       Indemnification of Directors and Officers.

         The charter of the  Company,  generally,  limits the  liability  of the
Company's  directors and officers to the Company and its  shareholders for money
damages to the fullest extent  permitted,  from time to time, by the laws of the
State of Maryland.  The Maryland General  Corporation  Law, or MGCL,  authorizes
Maryland  corporations  to limit the  liability of directors and officers to the
corporation and its shareholders for money damages, except to the extent that it
is proved that the director or officer actually  received an improper benefit or
profit in money,  property or services,  for the amount of the benefit or profit
actually  received or to the extent that a judgment or other final  adjudication
adverse to the director or officer is entered in a proceeding based on a finding
in the proceeding  that the director's or officer's  action,  or failure to act,
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding.

    The Company's charter also provides,  generally, for the indemnification of,
and advance of expense on behalf of,  directors and officers,  among others,  to
the fullest  extent  permitted  by Maryland  law. The MGCL  authorizes  Maryland
corporations  to  indemnify  present  and past  directors  and  officers  of the
corporation or of another corporation for which they serve at the request of the
corporation  against  judgments,  penalties,  fines,  settlements and reasonable
expenses  (including  attorneys' fees) actually  incurred in connection with any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation  in respect of which the person is  adjudicated  to be
liable to the  corporation),  in which they are made parties by reason of being,
or having been,  directors or officers,  unless it is proved that (i) the act or
omission of the person was material to the matter giving rise to the  proceeding
and was  committed  in bad  faith or was the  result of  active  and  deliberate
dishonesty,  (ii) the person actually  received an improper  personal benefit in
money, property or services or (iii) in the case of any criminal proceeding, the
person had  reasonable  cause to believe that the act or omission was  unlawful.
The MGCL also provides that,  unless  limited by the  corporation's  charter,  a
corporation  shall  indemnify  present and past  directors  and  officers of the
corporation  who are successful,  on the merits or otherwise,  in the defense of
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,   administrative  or  investigative,   against   reasonable   expenses
(including  attorneys'  fees) incurred in connection  with the  proceeding.  The
Company's charter does not limit the extent of this indemnity.

    Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to  directors  and officers of the Company  pursuant to
the foregoing provisions or otherwise, the Company has been advised that, in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as  expressed  in the  Securities  Act of 1933,  and is,
therefore, unenforceable.

                                       2
The Company may purchase director and officer liability  insurance for the
purpose  of  providing  a source of funds to pay any  indemnification  described
above.  The MGCL  authorizes  Maryland  corporations  to purchase  and  maintain
insurance  for former or  existing  directors  or  officers  of the  corporation
against  any  liability  assessed  against,  and  incurred,  by  persons in that
capacity  or  arising  out  of  that  person's  position,  whether  or  not  the
corporation  would have the power to indemnify against liability under the MGCL.
The Company's charter does not limit this authority to obtain insurance.

Item 7.       Exemption from Registration Claimed.

              Not Applicable.

Item 8.       Exhibits.

         The following  exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K.

Exhibit
 Number                                 Description of Exhibit
-------                                 ----------------------

4.1.1          Articles  of  Amendment  and  Restatement  dated  June 22,  1995,
               amending and restating the Charter of the Company,  as amended or
               supplemented by Articles of Merger dated June 23, 1995,  Articles
               Supplementary  dated April 30, 1996,  Articles of Amendment dated
               August 8,  1996,  Articles  of  Amendment  dated  June 16,  1997,
               Articles  of  Amendment   dated   October  30,   1997,   Articles
               Supplementary  dated May 6, 1998, Articles of Merger and Articles
               of Amendment  dated July 27, 1998, and  Certificate of Correction
               dated  March 11,  1999  (filed as  Exhibit  3.1 to the  Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1998, and incorporated herein by reference).

4.1.2          Certificate  of Correction to the Articles of Merger  between the
               Company and Bristol Hotel  Company,  dated August 31, 1999 (filed
               as Exhibit 3.1.1 to the Company's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 1999, and incorporated herein
               by reference).

4.1.3          Articles  Supplementary,  dated  April 1, 2002  (filed as Exhibit
               3.1.2 to the Company's Current Report on Form 8-K, dated April 1,
               2002,  and filed on April 4,  2002,  and  incorporated  herein by
               reference).

4.1.4          Articles  Supplementary  designating  additional  shares of $1.95
               Series A Cumulative  Convertible  Preferred  Stock filed April 2,
               2004 (filed as Exhibit 3.1.3 to the Company's  Current  Report on
               Form 8-K, dated as of March 30, 2004, and filed on April 6, 2004,
               and incorporated herein by reference).

4.1.5          Articles  Supplementary  designating  additional  shares of $1.95
               Series A Cumulative  Convertible Preferred Stock filed August 20,
               2004 (filed as Exhibit 3.1.4 to the Company's  Current  Report on
               Form 8-K,  dated as of August 18,  2004,  and filed on August 26,
               2004, and incorporated herein by reference).

4.1.6          Articles  Supplementary  designating  the  shares  of 8% Series C
               Cumulative  Redeemable Preferred Stock filed April 6, 2005 (filed
               as Exhibit  3.1.6 to the  Company's  Current  Report on Form 8-K,
               dated as of April 6,  2005,  and  filed on April  11,  2005,  and
               incorporated herein by reference).

4.2            Bylaws of the  Company,  as amended  (filed as Exhibit 3.2 to the
               Company's   Registration   Statement   on  Form  S-11  (File  No.
               333-98332) and incorporated herein by reference).

4.3            Form of Share  Certificate for Common Stock (filed as Exhibit 4.1
               to the  Company's  Quarterly  Report on Form 10-Q for the quarter
               ended June 30, 1996, and incorporated herein by reference).

4.4*           FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock
               Option Plan.

                                       3
5.1*           Opinion of Jenkens & Gilchrist, A Professional Corporation.

23.1           Consent  of  Jenkens  &  Gilchrist,  A  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto).

23.2*          Consent of PricewaterhouseCoopers LLP.

24.1           Powers  of  Attorney   (included  with  signature  page  of  this
               Registration Statement).

__________________
* Filed herewith.

Item 9.       Undertakings.

         (a)  The undersigned registrant hereby undertakes:

               (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 of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
arising  after the  effective  date of the  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 the
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) of this section do
not apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3,
and the  information  required to be included in a  post-effective  amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to section 13 or section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act of 1933, 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 that 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)  The undersigned registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the

                                       4
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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 of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.

                                       5
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 authorized, in the City of Irving, State of Texas, on June 28, 2005:

                                   FELCOR LODGING TRUST INCORPORATED
                                   a Maryland corporation

                                   By:   /s/ LAWRENCE D. ROBINSON
                                         --------------------------
                                         Lawrence D. Robinson
                                         Executive Vice President and
                                         General Counsel

                                      S-1
POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints each of Thomas J.  Corcoran,  Jr. and Lawrence D.  Robinson,  with full
power to act without the other, his or her true and lawful  attorney-in-fact and
agent, with full power of substitution and  re-substitution,  for him or her and
in his or her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments (including post-effective amendments) to
this  registration  statement,  to file the  same,  together  with all  exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange Commission, to sign any and all applications,  registration statements,
notices and other documents necessary or advisable to comply with the applicable
state securities  laws, and to file the same,  together with all other documents
in connection  therewith,  with the appropriate  state  securities  authorities,
granting unto said  attorneys-in-fact and agents or any of them, or their or his
substitutes or  substitute,  full power and authority to perform and do each and
every act and thing necessary and advisable as fully to all intents and purposes
as he or she might or could  perform  and do in person,  thereby  ratifying  and
confirming all that said attorneys-in-fact and agents or any of them or their or
his  substitutes  or  substitute,  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 date indicated:
Signature                                         Title                                Date
                  ---------                                         -----                                ----
/s/ DONALD J. MCNAMARA               Chairman of the Board and                            June 28, 2005
-----------------------------------------      Director
            Donald J. McNamara

        /s/ THOMAS J. CORCORAN, JR.            President, Chief Executive                           June 28, 2005
-----------------------------------------      Officer and Director
          Thomas J. Corcoran, Jr.

           /s/ RICHARD A. SMITH                Executive Vice President and Chief                   June 28, 2005
-----------------------------------------      Financial Officer
             Richard A. Smith

           /s/ LESTER C. JOHNSON               Senior Vice President and Controller                 June 28, 2005
-----------------------------------------      (Principal Accounting Officer)
             Lester C. Johnson

            /s/ MELINDA J. BUSH                Director                                             June 26, 2005
-----------------------------------------
              Melinda J. Bush

          /s/ RICHARD S. ELLWOOD               Director                                             June 28, 2005
-----------------------------------------
            Richard S. Ellwood

          /s/ RICHARD O. JACOBSON              Director                                             June 28, 2005
-----------------------------------------
            Richard O. Jacobson

           /s/ DAVID C. KLOEPPEL               Director                                             June 23, 2005
-----------------------------------------
             David C. Kloeppel

       /s/ CHARLES A. LEDSINGER, JR.           Director                                             June 28, 2005
-----------------------------------------
         Charles A. Ledsinger, Jr.

          /s/ ROBERT H. LUTZ, JR.              Director                                             June 27, 2005
-----------------------------------------
            Robert H. Lutz, Jr.

          /s/ ROBERT A. MATHEWSON              Director                                             June 28, 2005
-----------------------------------------
            Robert A. Mathewson

            /s/ MICHAEL D. ROSE                Director                                             June 28, 2005
-----------------------------------------
              Michael D. Rose
S-2
INDEX TO EXHIBITS

Exhibit
Number                      Description of Exhibit
-------                     ----------------------

4.1.1          Articles  of  Amendment  and  Restatement  dated  June 22,  1995,
               amending and restating the Charter of the Company,  as amended or
               supplemented by Articles of Merger dated June 23, 1995,  Articles
               Supplementary  dated April 30, 1996,  Articles of Amendment dated
               August 8,  1996,  Articles  of  Amendment  dated  June 16,  1997,
               Articles  of  Amendment   dated   October  30,   1997,   Articles
               Supplementary  dated May 6, 1998, Articles of Merger and Articles
               of Amendment  dated July 27, 1998, and  Certificate of Correction
               dated  March 11,  1999  (filed as  Exhibit  3.1 to the  Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               1998, and incorporated herein by reference).

4.1.2          Certificate  of Correction to the Articles of Merger  between the
               Company and Bristol Hotel  Company,  dated August 31, 1999 (filed
               as Exhibit 3.1.1 to the Company's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 1999, and incorporated herein
               by reference).

4.1.3          Articles  Supplementary,  dated  April 1, 2002  (filed as Exhibit
               3.1.2 to the Company's Current Report on Form 8-K, dated April 1,
               2002,  and filed on April 4,  2002,  and  incorporated  herein by
               reference).

4.1.4          Articles  Supplementary  designating  additional  shares of $1.95
               Series A Cumulative  Convertible  Preferred  Stock filed April 2,
               2004 (filed as Exhibit 3.1.3 to the Company's  Current  Report on
               Form 8-K, dated as of March 30, 2004, and filed on April 6, 2004,
               and incorporated herein by reference).

4.1.5          Articles  Supplementary  designating  additional  shares of $1.95
               Series A Cumulative  Convertible Preferred Stock filed August 20,
               2004 (filed as Exhibit 3.1.4 to the Company's  Current  Report on
               Form 8-K,  dated as of August 18,  2004,  and filed on August 26,
               2004, and incorporated herein by reference).

4.1.6          Articles  Supplementary  designating  the  shares  of 8% Series C
               Cumulative  Redeemable Preferred Stock filed April 6, 2005 (filed
               as Exhibit  3.1.6 to the  Company's  Current  Report on Form 8-K,
               dated as of April 6,  2005,  and  filed on April  11,  2005,  and
               incorporated herein by reference).

4.2            Bylaws of the  Company,  as amended  (filed as Exhibit 3.2 to the
               Company's   Registration   Statement   on  Form  S-11  (File  No.
               333-98332) and incorporated herein by reference).

4.3            Form of Share  Certificate for Common Stock (filed as Exhibit 4.1
               to the  Company's  Quarterly  Report on Form 10-Q for the quarter
               ended June 30, 1996, and incorporated herein by reference).

4.4*           FelCor Lodging Trust Incorporated 2005 Restricted Stock and Stock
               Option Plan.

5.1*           Opinion of Jenkens & Gilchrist, A Professional Corporation.

23.1           Consent  of  Jenkens  &  Gilchrist,  A  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto).

23.2*          Consent of PricewaterhouseCoopers LLP.

24.1           Powers  of  Attorney   (included  with  signature  page  of  this
               Registration Statement).

___________________
* Filed herewith.

                                 Exhibit Index