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                                                                    EXHIBIT 99.1



                                      PROXY

                        FELCOR LODGING TRUST INCORPORATED
         545 E. JOHN CARPENTER FREEWAY, SUITE 1300, IRVING, TEXAS 75062
                         SPECIAL MEETING OF STOCKHOLDERS
                                 [________], 2001

         The undersigned hereby appoints Thomas J. Corcoran, Jr. and Lawrence D.
Robinson, or either of them, with full power of substitution in each, proxies
(and if the undersigned is a proxy, substitute proxies) to vote all common stock
of the undersigned in FelCor Lodging Trust Incorporated at the Special Meeting
of Stockholders to be held at the Embassy Suites-DFW South hotel, 4650 W.
Airport Freeway, Irving, Texas, at 9:00 a.m., Central Time, on [_____], 2001 and
at any postponements or adjournments thereof, as specified below:

1.       PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER, THE MERGER OF
         MERISTAR WITH AND INTO FELCOR AND THE OTHER TRANSACTIONS CONTEMPLATED
         BY THE MERGER AGREEMENT, INCLUDING THE ELECTION OF TWO DIRECTORS OF
         FELCOR

         [ ] FOR                     [ ] AGAINST                   [ ] ABSTAIN

2.       PROPOSAL TO APPROVE AND ADOPT FELCOR'S 2001 RESTRICTED STOCK AND STOCK
         OPTION PLAN

         [ ] FOR                     [ ] AGAINST                   [ ] ABSTAIN

               PLEASE SIGN AND DATE ON REVERSE SIDE OF THIS PROXY



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 3.      Any other matter that is properly brought before the meeting, or any
         adjournments or postponements of the meeting, as to which the
         undersigned hereby confers discretionary authority.

         This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, this
proxy will be voted FOR approval of the Agreement and Plan of Merger, the merger
and the transactions contemplated by it, FOR the approval of the FelCor 2001
Plan and in the discretion of the proxies, or either of them, or any matters
arising under item 3.

                                    Dated:                        , 2001
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                                    Please sign exactly as name appears at left.
                                    When shares are held by joint tenants, both
                                    should sign. When signing as attorney, as
                                    executor, administrator, trustee or
                                    guardian, please give full title as such. If
                                    a corporation, please sign in full corporate
                                    name by President or other authorized
                                    officer. If a partnership, please sign in
                                    partnership name by authorized person.

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                                    Signature

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                                    Signature if held jointly

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                                    Title