SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kelly Joseph F

(Last)

(First)

(Middle)

3445 PEACHTREE ROAD, NE

SUITE 700

(Street)

ATLANTA

30326

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/09/2008

3. Issuer Name and Ticker or Trading Symbol
LODGIAN INC [ LGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Hotel Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,002	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants-Class B	11/25/2002	11/25/2009	Common Stock	27	$76.32	D
Employee Stock Option	⁽¹⁾	09/05/2013	Common Stock	833	$15.21	D
Employee Stock Option	⁽²⁾	06/25/2014	Common Stock	834	$10.52	D
Employee Stock Option	⁽³⁾	05/09/2015	Common Stock	1,666	$9.05	D

Explanation of Responses:

1. Mr. Kelly was granted 833 stock options on September 5, 2003. The options vested in three equal and annual increments beginning on the first anniversary of the date of grant. Mr. Kelly is now fuly vested in these stock options.

2. Mr. Kelly was granted 2,500 stock options on June 25, 2004. The options vested in three equal and annual increments beginning on the first anniversary of the date of grant. Mr. Kelly has since exercised 1,666 of these options. Mr. Kelly is now fully vested in the remaining 834 options.

3. Mr. Kelly was granted 2,500 stock options on May 9, 2005. The options vested in three equal and annual increments beginning on the first anniversary of the date of the grant. Mr. Kelly has since exercised 834 of these options. Mr. Kelly is now fully vested in the remaining 1,666 options.

Remarks:

	s/ Daniel E. Ellis, Attorney-in-Fact	12/18/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.