8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: January 14, 2005

ShoLodge, Inc.

(Exact name of registrant as specified in its charter)

Tennessee
(State or other jurisdiction of
incorporation or organization)

0-19840	62-1015641
(Commission File Number)	(I.R.S. Employer Identification Number)

130 Maple Drive North
Hendersonville, TN
(Address of principal executive offices)

37075
(Zip Code)

615-264-8000
(Registrant’s telephone number)

     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:

     ¨ Written communications pursuant to Rule 425 under the Securities Act

     ¨ Soliciting materials pursuant to Rule 14a-12 under the Exchange Act

     ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

     ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

	ITEM 7.01 Regulation FD Disclosure
	ITEM 8.01 Other Events
	ITEM 9.01 Financial Statements and Exhibits
Signatures
Ex-99.1 Press Release

ITEM 7.01 Regulation FD Disclosure

     On January 14, 2005, the Company issued a press release announcing that it intends to file a Form 15 deregistering its securities on or about January 24, 2005 and that it plans to payoff all of its remaining outstanding senior subordinated notes by the end of its first fiscal quarter. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 8.01 Other Events

     On January 14, 2005, the Company issued a press release announcing that it intends to file a Form 15 deregistering its securities on or about January 24, 2005 and that it plans to payoff all of its remaining outstanding senior subordinated notes by the end of its first fiscal quarter. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

     99.1 Press Release dated January 14, 2005*

     * Filed herewith

Signatures

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

	SHOLODGE, INC.
Date: January 14, 2005	By:	/s/ Bob Marlowe
		Bob Marlowe
		Secretary-Treasurer Chief Accounting Officer

EX-99.1

                                                                    EXHIBIT 99.1


(SHOLODGE LOGO)

Contact:   Bob Marlowe
           Chief Financial Officer
           (615) 264-8000


SHOLODGE ANNOUNCES PLAN TO DEREGISTER ITS SECURITIES AND TO REDEEM ALL OF ITS
OUTSTANDING PUBLIC DEBT


HENDERSONVILLE, Tenn. (January 14, 2005) - ShoLodge, Inc. (NASDAQ:LODG) today
announced that it plans to file Form 15 with the United States Securities and
Exchange Commission on or about January 24, 2005, voluntarily deregistering its
securities and suspending its duty to file reports under Section 13 and 15(d) of
the Securities Exchange Act of 1934. Any publicly-traded company with fewer than
300 holders of record of its common stock is eligible to take this action. As a
result of deregistering with the SEC, ShoLodge's common stock will no longer be
eligible for listing on Nasdaq.

         The Company expects the deregistration to become effective within 90
days of the filing of the Form 15. As a result of the Form 15 filing, the
Company's obligations to file with the SEC certain reports and forms, including
Forms 10-K, 10-Q and 8-K, will be suspended as of the date of the actual filing
of the Form 15 and will cease as of the date the filing becomes effective.

         Additionally, the Company today announced that it intends to exercise
its right to redeem all of its outstanding senior subordinated notes by the end
of the Company's first fiscal quarter. The total amount currently outstanding,
to be redeemed at par, totals $14,436,000, of which $8,525,000 and $5,911,000
are scheduled to mature November 1, 2006 and September 1, 2007, respectively.
The Company originally issued $68,150,000 of these notes in 1996 and 1997, but
has redeemed $53,714,000 of them to date. The notes bear interest from 9.55% to
10.15%.

         Commenting on the announcement, Leon Moore, chief executive officer of
ShoLodge, said, "It is becoming increasingly expensive to be a public company.
We have made a careful consideration of the advantages and disadvantages of
continuing registration and the high costs and demands on management time
arising from compliance with SEC, Sarbanes-Oxley and NASD requirements. We
believe that this is an unnecessary burden for ShoLodge. Deregistering will
significantly benefit the Company by reducing expenses and avoiding even higher
future expenses. In addition, the elimination of debt bearing interest of almost
10% will reduce expenses even further. We are fortunate to have sufficient
liquidity to eliminate this expense going forward, as well."

         This press release contains forward-looking statements relating to
certain matters, which reflect management's best judgment, based on factors
currently known and involve risks and uncertainties. Actual results could differ
materially from the anticipated results or expectations expressed in the
Company's forward-looking statements. Forward-looking information provided by
the Company pursuant to the safe harbor established under the Private Securities
Litigation Reform Act of 1995 should be evaluated in the context of these
factors which are contained in the Company's Securities and Exchange Commission
(SEC) filings, including its periodic reports filed under the Securities
Exchange Act of 1934, as amended. Copies of these filings are available upon
request from the Company. In addition, the Company disclaims any intent or
obligation to update these forward-looking statements.