Rule 424(b)(3)
                                                             File No. 333-51588



PROSPECTUS SUPPLEMENT
To Prospectus Dated February 5, 2001

     This  prospectus  supplement  provides  supplemental   information  to  the
prospectus  concerning selling stockholders.  On page 41 of the prospectus,  the
discussion under the caption "Selling  Stockholders" is supplemented and updated
to read as follows:

                              SELLING STOCKHOLDERS

     The following  table sets forth the names of the selling  stockholders  and
(i) the  number  of  shares  of  common  stock or units of  limited  partnership
interest beneficially owned by each selling stockholder, (ii) the maximum number
of shares of  common  stock  which may be  offered  by this  prospectus  for the
account of each  selling  stockholder,  and (iii) the amount and  percentage  of
common stock that would be owned by each selling stockholder after completion of
the offering,  assuming the sale of all of the common stock which may be offered
by  this  prospectus.  Except  as  otherwise  discussed  below  or in  the  base
prospectus and previous prospectus  supplements,  the selling  stockholders have
not,  within the past three years,  had any position,  office or other  material
relationship  with us.



                                                                                                        % of All
                                                 Shares or        Shares Which                         Outstanding
        Name of                                 Units Owned        May Be Sold       Shares Owned      Common Stock
  Selling Stockholder                       Prior to Offering(1)  Hereunder(2)      After Offering    After Offering
  -------------------                       --------------------  ------------      --------------    --------------
                                                                                              

 SCH Minority Holdings, LLC                     7,161,697(3)       5,713,185          1,448,512(5)        2.5%
 HEM                                               50,748(3)          50,748                  0           0.0%
 SRS Properties Limited Partnership                 3,571(4)           3,571                  0           0.0%
 Schenley Hotel Associates                         55,556(4)          55,556                  0           0.0%


----------------------------

(1)  Beneficial  ownership as of December 31, 2000, for all selling stockholders
     other than SCH  Minority  Holdings,  LLC and HEM,  based  upon  information
     provided by the selling  stockholders.  Beneficial ownership as of December
     2, 2002, for SCH Minority Holdings,  LLC, based on information  provided by
     it, and as of October 1, 2003, for HEM,  based on  information  provided by
     Mr. Huie.
(2)  Assumes  sale of all shares of common  stock  registered  pursuant  to this
     prospectus, although the selling stockholders are under no obligation known
     to us to sell any shares of common stock at this time.
(3)  Represents shares of outstanding common stock.
(4)  Represents units of limited  partnership  interest in FelCor LP that may be
     redeemed for shares of common stock.
(5)  Registered for resale under Form S-3 Post-Effective Amendment No. 1 to Form
     S-4 Registration Statement (File No. 333-50509).

     Huie Properties  Ltd., which owned 50,748 units of limited partner interest
in  FelCor  LP,  has been  removed  from  the  table  above  as a result  of the
redemption  of the units held by it for a like number of shares of FelCor common
stock and the  transfer of those shares to HEM, a general  partnership  of which
H.K. Huie is the managing general partner.




                   Prospectus Supplement Dated October 3, 2003