EXHIBIT 3.1.2


                             ARTICLES SUPPLEMENTARY
                                       OF
                        FELCOR LODGING TRUST INCORPORATED


         FELCOR LODGING TRUST INCORPORATED, a Maryland corporation (hereinafter,
the "Company"), hereby certifies as follows:

         FIRST: Under the authority set forth in Article V of the Charter of the
Company,  the Board of Directors  of the Company on March 26,  2002,  classified
10,258  additional  unissued shares of the Company's  preferred stock, par value
$0.01 per share, as "9% Series B Cumulative  Redeemable  Preferred  Stock." As a
result,  the  aggregate  number of  authorized  shares of 9% Series B Cumulative
Redeemable Preferred Stock is increased from 57,500 to 67,758.

         SECOND:  The  additional  10,258  shares  of  9%  Series  B  Cumulative
Redeemable  Preferred  Stock  shall be subject in all  respects to the terms and
conditions of the Company's  Charter and shall have the preferences,  conversion
and other rights,  voting  powers,  restrictions,  limitations  as to dividends,
qualifications,  and terms and  conditions of redemption  that are applicable to
the existing shares of 9% Series B Cumulative  Redeemable Preferred Stock as set
forth in the Articles  Supplementary  of the Company  accepted for record by the
State  Department of Assessments and Taxation of the State of Maryland on May 6,
1998,  except that dividends on such additional  shares shall be cumulative from
February 1, 2002.

         THIRD: The total number of shares of capital stock that the Company has
authority to issue is (i) 200,000,000 shares of common stock, par value of $0.01
per share, and (ii) 20,000,000 shares of preferred stock, par value of $0.01 per
share,  of which  6,050,000  shares  have  been  designated  as  $1.95  Series A
Cumulative Convertible Preferred Stock and 67,758 shares have been designated as
9% Series B Cumulative Redeemable Preferred Stock.








         IN WITNESS WHEREOF, the Company has caused these Articles Supplementary
to be signed  and  acknowledged  in its name and on its  behalf  this 1st day of
April,  2002,  by its  Executive  Vice  President  who  acknowledges  that these
Articles  Supplementary  are the act of the Company and that, to the best of his
knowledge,  information  and  belief and under the  penalties  of  perjury,  all
matters and facts  contained  in these  Articles  Supplementary  are true in all
material respects.

                                    FELCOR LODGING TRUST INCORPORATED


                                    By:  /s/ Lawrence D. Robinson
                                       ----------------------------------------
                                       Lawrence D. Robinson,
                                       Executive Vice President


(Corporate Seal)                    Attest:


                                    By:  /s/ Thomas L. Wiese,
                                       ----------------------------------------
                                       Thomas L. Wiese, Assistant Secretary