UNITED STATES
                       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 (Date of earliest event reported)  October 27, 2004
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                        FelCor Lodging Trust Incorporated
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             (Exact name of registrant as specified in its charter)

        Maryland                     001-14236               75-2541756
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(State or other jurisdiction        (Commission            (IRS Employer
    of incorporation)               File Number)         Identification No.)


545 E. John Carpenter Frwy., Suite 1300
     Irving, Texas                                                75062
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(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number, including area code           (972) 444-4900


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         (Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

     |_|  Written  communications  pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240.13e-4(c))





Section 5 - Corporate Governance and Management

  Item 5.02    Departure  of  Directors  or  Principal  Officers;   Election  of
               Directors; Appointment of Principal Officers.

     On October 27, 2004, Richard C. North resigned from his position as a Class
II director of the board of directors of FelCor Lodging Trust  Incorporated,  or
FelCor.

     In  connection  with Mr.  North's  resignation,  the board of  directors of
FelCor  approved a reduction  in the number of its  directors  from ten to nine.
Additionally, in order to make the number of directors in each class as equal as
possible after giving effect to Mr. North's resignation,  the board of directors
of FelCor  reclassified  Michael D. Rose from a Class I  director  to a Class II
director,  with  his  consent.  The  terms  of Class I  directors  and  Class II
directors  expire at the annual  meetings of stockholders to be held in 2007 and
2005, respectively.

     As a result of these actions,  FelCor's  nine-member  board of directors is
equally divided among its three classes.





                                   SIGNATURES

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


                                           FELCOR LODGING TRUST INCORPORATED



Date:  November 1, 2004                    By:   /s/ LAWRENCE D. ROBINSON
                                           Name:  Lawrence D. Robinson
                                           Title: Executive Vice President,
                                                  General Counsel and
                                                  Secretary