8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

November 15, 2005
Date of Report (Date of earliest event reported)

RED LION HOTELS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Washington
(State or Other Jurisdiction
of Incorporation) 001-13957
(Commission file number) 91-1032187
(I.R.S. Employer
Identification No.)

201 W. North River Drive
Suite 100
Spokane, Washington 99201
(Address of Principal Executive Offices, Zip Code)

(509) 459-6100
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The Registrant from time to time issues stock options to its employees, officers and directors pursuant to its 1998 Stock Incentive Plan, as amended (the “1998 Plan”). The Registrant filed a copy of its 1998 Plan as Exhibit 10.1 to its Quarterly Report on Form 10-Q for the period ended March 31, 2001, as filed with the Securities and Exchange Commission on May 15, 2001. The Registrant is filing herewith the form of Notice of Grant of Stock Options and Option Agreement used by the Registrant in connection with option grants made under its 1998 Plan.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.		Exhibit
	10.1	Form of Notice of Grant of Stock Options and Option Agreement

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RED LION HOTELS CORPORATION
Dated: November 15, 2005	By:	/s/ Anupam Narayan
		Anupam Narayan
		Executive Vice President, Chief Investment Officer and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Exhibit
	10.1	Form of Notice of Grant of Stock Options and Option Agreement

EX-10.1

                                                                    EXHIBIT 10.1

              NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT

                           RED LION HOTELS CORPORATION
                            201 W. NORTH RIVER DRIVE
                                SPOKANE, WA 99201

[Name of Associate]__________                  ID:               _______________
_______________________________
_______________________________


Effective ____________, 20__, you have been granted a Non-Qualified Stock Option
to buy __________ shares of Red Lion Hotels Corporation (the "Company" or "RLH")
at $_____ per share. Your grant has been made under the Company's 1998 Stock
Incentive Plan (incorporated herein by reference and hereinafter referred to as
the "Plan"), which, together with the terms contained herein, sets forth the
terms and conditions of your grant. A copy of the Plan is available on file at
the Company corporate office. Please carefully review these documents.

Exercise Price: $_____ per share. The total exercise price of the shares granted
is $____________.

Vesting:  [To be determined for each grant]

Expiration Date: Your right to exercise your option with respect to vested
shares will expire on __________ or earlier in connection with the termination
of your employment as described more fully in Exhibit A.

Exercise: You may exercise this option from time to time, in whole or in part,
to purchase a whole number of vested shares, by following the exercise
procedures implemented by the Company from time to time. All exercises must take
place before the Expiration Date, or such earlier date as set forth in Exhibit A
following your retirement, permanent and total disability, death or your
separation from employment. The number of shares you may purchase as of any date
cannot exceed the total number of shares vested by that date, less any shares
you have previously acquired by exercising this Option. You will be responsible
for any taxes or any applicable brokerage or administrative fees due when you
exercise your option. You will also be responsible for any applicable taxes,
brokerage fees and administrative fees due when you sell or transfer any shares
you receive upon exercise of your option.

By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Plan as amended by this Notice of Grant of Stock Options and Option
Agreement.

RED LION HOTELS CORPORATION

By:__________________________               Effective Date:  ___________, 20__

Arthur M. Coffey

President & C.E.O.


ASSOCIATE:

_______________________________





                                    EXHIBIT A

                         ADDITIONAL TERMS AND CONDITIONS

This option is a valuable part of your total compensation at RLH. You are an
important part of our strategy for success, and you have been granted an option
to purchase a significant number of shares of RLH. This option enables you to
become an owner of the Company or increase your ownership of the Company, and to
benefit financially from our success.

This option is your opportunity to buy, within ____ years of the option's grant,
a specific number of shares of RLH stock. You can buy these shares at the price
set at the time you are granted the option - no matter how high the market value
of the stock at the time.

THE FUTURE VALUE OF YOUR STOCK OPTIONS

While no one can predict the future of RLH's stock performance, your option can
become very valuable. Your potential gain is the difference between the exercise
price of your option and the market value of the option shares at the time you
exercise your option. Obviously, if the market price is less than the exercise
price, your option would have no value.

For example, if the exercise price of your vested option is $7.50, and the
market price is $12.50, your potential gain would be $5 per share if you
exercised your option at that time.

Stock performance is affected by many factors, including the Company's ability
to meet financial performance expectations, growth in net income and market
perception of the Company's growth potential.

EXERCISING YOUR STOCK OPTION

When you exercise your option, you are buying shares of RLH stock at the fixed
exercise price. You may exercise your option as to some or all of the vested
shares at any time before the ___-year expiration date, subject to earlier
termination as outlined below in connection with earlier separation from the
Company. You become vested as follows:

               [To be determined for each grant]

Once you exercise your option, you own RLH stock. You may choose to hold your
stock in hopes of future appreciation. As a shareholder, your potential gain
depends on how well the Company's stock performs over time.

EXERCISING YOUR OPTIONS WITH CASH

When you exercise your options and purchase RLH stock, you pay the option price
times the number of shares you wish to purchase. For example, if the option
price is $7.50, and you want to buy 1,000 shares of stock, you would pay $7,500
regardless of the current market value of the 1,000 shares. Since the excess of
the market value of the purchased shares over the option price constitutes
compensation to you, it is subject to withholding by the Company. The required
tax withholding amount must be paid by you to the Company with the option price
at the time of the exercise.



EXERCISING YOUR OPTIONS WITHOUT CASH

If you want to exercise your options and plan to immediately sell the shares
(versus waiting to sell them), you may conduct a cashless exercise, subject to
such policies as the Company may implement from time to time with respect to
cashless exercises. In such a case, sale of your option shares would be arranged
through a stock broker and you would be paid the difference between the option
price and the market value of the stock at the time you exercise, less
applicable tax withholding, brokerage fees and administrative fees.

CASHLESS EXERCISE EXAMPLE

1) ASSUME THAT THE MARKET PRICE OF RLH STOCK WHEN YOU EXERCISE YOUR OPTIONS
IS...

        $12.50 PER SHARE

2. ASSUME YOU EXERCISE YOUR VESTED OPTION TO PURCHASE 1,000 SHARES FOR $7.50 PER
SHARE...

        1,000 X $7.50 = $7,500

3. YOU RECEIVE THE DIFFERENCE BETWEEN THE MARKET PRICE AND THE EXERCISE PRICE OF
YOUR SHARES, LESS TAX WITHHOLDING...

        MARKET PRICE: 1,000 X $12.50 =$12,500
        EXERCISE PRICE: 1,000 X $7.50$7,500

AMOUNT PAYABLE TO YOU...

        $5,000*

*Less applicable tax withholding, brokerage fees and administrative fees

OTHER ISSUES

IN THE EVENT OF SEPARATION FROM EMPLOYMENT...

If the nature of your separation of employment with RLH is other than
retirement, permanent and total disability or death, then you will have 30 days
after your employment ceases or is suspended to exercise your vested options. If
you are not vested, you will not be able to exercise your options.

IN THE EVENT OF RETIREMENT OR PERMANENT AND TOTAL DISABILITY...

If you are vested, you will have 3 months from your last day of employment to
exercise such vested options. If you are not vested, you will not be able to
exercise your options.

IN THE EVENT OF DEATH DURING EMPLOYMENT...

As long as you are vested at the time of your death, your surviving beneficiary
will have up to 12 months after your death to exercise your vested options. If
you are not vested, your survivors will not be able to exercise your options.

FOR ADDITIONAL INFORMATION PLEASE CONTACT RLH INVESTOR RELATIONS...

Please send your questions to:
        201 W. North River Drive
        Spokane, WA 99201

or e-mail your questions to:
        investorrelations@redlion.com