UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        FELCOR LODGING TRUST INCORPORATED

             (Exact name of registrant as specified in its charter)

         Maryland                                          75-2541756

(State of incorporation or organization)       (IRS Employer Identification No.)

      545 E. John Carpenter Frwy.
      Suite 1300
      Irving, Texas                                         75062

     (Address of principal executive offices)             (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

    Title of each class                         Name of each exchange on which
    to be so registered                         each class is to be registered

    Depositary Shares, each representing        New York Stock Exchange
    1/100 fractional interest in one share
    of 8% Series C Cumulative Redeemable
    Preferred Stock, $.01 par value

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. |X|

If this Form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. |_|

Securities  Act  registration  statement file number to which this Form relates:
333-46357

Securities to be registered pursuant to Section 12(g) of the Act:


                                      None
- -------------------------------------------------------------------------------
                                 Title of Class


                                      None
- -------------------------------------------------------------------------------
                                 Title of Class





                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  Description of Securities To Be Registered.

     Reference  is  made to  Registration  Statement  No.  333-46357  under  the
Securities  Act of  1933  on  Form  S-3 of  FelCor  Lodging  Trust  Incorporated
("FelCor"),  as amended (the "Registration  Statement"),  and the Prospectus and
Prospectus   Supplement  included  therein,   which  Prospectus  and  Prospectus
Supplement  were filed with the Securities and Exchange  Commission  pursuant to
Rule 424(b)(5) on March 9, 2005. The discussion and  information set forth under
the  following  captions  of  the  Prospectus  and  Prospectus   Supplement  are
incorporated  herein by  reference in response to this Item 1:  "DESCRIPTION  OF
SERIES C PREFERRED  STOCK AND DESPOSITARY  SHARES" in the Prospectus  Supplement
and "DESCRIPTION OF DEPOSITARY SHARES" in the Prospectus.

ITEM 2.  Index to Exhibits.

     Pursuant to the  requirements of the  Instructions as to Exhibits to Item 2
as to the use of Form 8-A for  registration  of  securities  pursuant to Section
12(b) of the Act, the  following  exhibits  will be filed with each copy of this
registration statement filed with the New York Stock Exchange:

     1.   Exhibits relating to the Depositary Shares:

          (a) Form of Depositary Receipt  representing  Depositary Shares,  each
representing  1/100  fractional  interest  in a share  of  Series  C  Cumulative
Redeemable Preferred Stock, of FelCor.*

          (b) Deposit  Agreement,  dated as of April 7, 2005, between FelCor and
SunTrust Bank as preferred share depositary.*

          (c) Articles Supplementary designating shares of preferred stock as 8%
Series C Cumulative  Redeemable  Preferred  Stock,  dated April 4, 2005,  to the
Articles of Amendment and Restatement of the Company, as amended.*

     2.   Other Exhibits:

          (a)  Articles  of  Amendment  and  Restatement  dated  June 22,  1995,
amending and  restating  the Charter of FelCor,  as amended or  supplemented  by
Articles of Merger dated June 23, 1995,  Articles  Supplementary dated April 30,
1996,  Articles of Amendment  dated August 8, 1996,  Articles of Amendment dated
June  16,  1997,   Articles  of  Amendment  dated  October  30,  1997,  Articles
Supplementary  dated May 6, 1998,  Articles of Merger and  Articles of Amendment
dated  July 27,  1998,  and  Certificate  of  Correction  dated  March 11,  1999
(incorporated by reference to Exhibit 3.1 to FelCor's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998).

          (b) Bylaws of FelCor, as amended (incorporated by reference to Exhibit
3.2 to  FelCor's  Registration  Statement  on Form S-11  (Registration  File No.
333-98332).

*To be filed by one or more amendments to this Form 8-A.




                                    SIGNATURE


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

Dated:  April 4, 2005                      FELCOR LODGING TRUST INCORPORATED



                                           By:  /s/ Lawrence D. Robinson
                                                ------------------------------
                                                Lawrence D. Robinson
                                                Executive Vice President,
                                                General Counsel & Secretary