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 24, 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 24, 2005, in accordance with previous announcements, the Company issued a press release announcing that it has filed a Form 15 deregistering its securities. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 8.01 Other Events

     On January 24, 2005, in accordance with previous announcements, the Company issued a press release announcing that it has filed a Form 15 deregistering its securities. 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 24, 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 24, 2005	By:	/s/ Bob Marlowe
		Bob Marlowe
		Secretary-Treasurer Chief Accounting Officer Chief Financial Officer

EX-99.1

                                                                    EXHIBIT 99.1

(SHOLODGE LOGO)

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


        SHOLODGE ANNOUNCES FILING OF FORM 15 TO DEREGISTER ITS SECURITIES


HENDERSONVILLE, Tenn. (January 24, 2005) - ShoLodge, Inc. (NASDAQ:LODG)
announced that, consistent with its previous announcement, it has filed Form 15
today with the United States Securities and Exchange Commission 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 cease to be eligible for listing on Nasdaq as of January 25, 2005.

         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.

         Commenting on the announcement, Leon Moore, chief executive officer of
ShoLodge, said, "As we previously announced, 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."

         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.