8-K

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): May 11, 2004

FelCor Lodging Trust Incorporated

(Exact name of registrant as specified in its charter)

Maryland	1-14236	72-2541756
(State or other	(Commission	(I.R.S. Employer
jurisdiction	File Number)	Identification No.)
of incorporation)

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

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

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

TABLE OF CONTENTS

	Item 5. Other Events and Regulation FD Disclosure
	Item 7. Financial Statements and Exhibits
Signatures
INDEX TO EXHIBITS
Press Release-Redemption
Press Release-Unsecured Notes
Press Release-Tender Offer

Item 5. Other Events and Regulation FD Disclosure

     This current report on Form 8-K is being filed for the purpose of setting forth certain exhibits.

Item 7. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

               Not applicable.

(b) Pro forma financial information.

               Not applicable.

(c) Exhibits.

               The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit
Number	Description of Exhibit
99.1	Press Release, dated May 11, 2004, related to the Redemption of 7⅜% Senior Notes
99.2	Press Release, dated May 11, 2004, related to the Proposed Senior Unsecured Notes Offering
99.3	Press Release, dated May 11, 2004, related to the Tender Offer for 9½% Senior Notes Due 2008

2

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: May 13, 2004	By:	/s/ LAWRENCE D. ROBINSON
	Name:	Lawrence D. Robinson
	Title:	Executive Vice President, General Counsel and Secretary

3

INDEX TO EXHIBITS

Exhibit
Number	Description of Exhibit
99.1	Press Release, dated May 11, 2004, related to the Redemption of 7 ⅜% Senior Notes
99.2	Press Release, dated May 11, 2004, related to the Proposed Senior Unsecured Notes Offering
99.3	Press Release, dated May 11, 2004, related to the Tender Offer for 9½% Senior Notes Due 2008

EX-99.1

Exhibit 99.1

For Immediate Release:

FELCOR ANNOUNCES REDEMPTION OF 7 ⅜% SENIOR NOTES

     IRVING, Texas...May 11, 2004 — FelCor Lodging Trust Incorporated (NYSE: FCH), the nation’s second largest lodging real estate investment trust (REIT), and its subsidiary FelCor Lodging Limited Partnership (FelCor LP) today announced that FelCor LP is calling for redemption of all $175 million of its outstanding 7⅜% Senior Notes due 2004 (Cusip No. 313917 AE 6) on June 9, 2004 at a redemption price determined in accordance with the indenture governing the 7⅜% Senior Notes plus any accrued and unpaid interest to the date of redemption. SunTrust Bank, as trustee, in accordance with the indenture governing the 7⅜% Senior Notes due 2004, will notify holders of the 7⅜% Senior Notes of the call for redemption.

     The Company also announced that its hotel portfolio’s revenue per available room for the month of April increased 8.2 percent and 5.3 percent year to date, compared to the prior year.

     FelCor is the nation’s second largest lodging REIT and the largest owner of full service, all-suite hotels. FelCor’s consolidated portfolio is comprised of 155 hotels, located in 33 states and Canada. FelCor owns 71 upscale, all-suite hotels, and is the owner of the largest number of Embassy Suites Hotels® and Doubletree Guest Suites® hotels in the U.S. FelCor’s portfolio also includes 73 hotels in the upscale and full service segments. FelCor has a current market capitalization of approximately $3.0 billion. Additional information can be found on the Company’s Web site at www.felcor.com.

     With the exception of historical information, the matters discussed in this news release include “forward looking statements” within the meaning of the federal securities laws. Forward looking statements are not guarantees of future performance. Numerous risks and uncertainties, and the occurrence of future events, may cause actual results to differ materially from those currently anticipated. Certain of these risks and uncertainties are described in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially.

Contact:
Andrew J. Welch, Senior Vice President and Treasurer	(972) 444-4982	awelch@felcor.com
Monica L. Hildebrand, Vice President of Communications	(972) 444-4917	mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations	(972) 444-4912	sschafer@felcor.com

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EX-99.2

Exhibit 99.2

For Immediate Release:

FELCOR ANNOUNCES PROPOSED SENIOR UNSECURED NOTES OFFERING

     IRVING, Texas...May 11, 2004 – FelCor Lodging Trust Incorporated (NYSE: FCH), the nation’s second largest lodging real estate investment trust (REIT), and its subsidiary FelCor Lodging Limited Partnership (FelCor LP), today announced that FelCor LP is intending to offer, subject to market conditions, $350 million in aggregate principal amount of senior floating rate notes. The senior floating rate notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside the United States under Regulation S of the Securities Act. The pricing and terms are to be determined.

     The proceeds of the sale of the notes and a portion of FelCor’s current excess cash will be used to fund an offer to purchase up to $475 million aggregate principal amount of FelCor LP’s outstanding 9½% senior notes due 2008 (Cusip No. 31430Q AG 2). The purpose of the offering and the related tender offer is to improve FelCor’s financial leverage, reduce interest expense and extend debt maturities. To the extent that less than $350 million aggregate principal amount of 9½% senior notes due 2008 are tendered, FelCor LP may not complete the offer and sale of the senior floating rate notes to be offered.

     The notes to be offered by FelCor LP will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

     This press release shall not constitute an offer to sell or a solicitation of an offer to purchase these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135C under the Securities Act.

     FelCor is the nation’s second largest lodging REIT and the largest owner of full service, all-suite hotels. FelCor’s consolidated portfolio is comprised of 155 hotels, located in 33 states and Canada. FelCor owns 71 upscale, all-suite hotels, and is the owner of the largest number of Embassy Suites Hotels® and Doubletree Guest Suites® hotels in the U.S. FelCor’s portfolio also includes 73 hotels in the upscale and full service segments. FelCor has a current market capitalization of approximately $3.0 billion. Additional information can be found on the Company’s Web site at www.felcor.com.

     With the exception of historical information, the matters discussed in this news release include “forward looking statements” within the meaning of the federal securities laws. Forward looking statements are not guarantees of future performance. Numerous risks and uncertainties,

and the occurrence of future events, may cause actual results to differ materially from those currently anticipated. Certain of these risks and uncertainties are described in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially.

Contact:
Andrew J. Welch, Senior Vice President and Treasurer	(972) 444-4982	awelch@felcor.com
Monica L. Hildebrand, Vice President of Communications	(972) 444-4917	mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations	(972) 444-4912	sschafer@felcor.com

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EX-99.3

Exhibit 99.3

For Immediate Release:

FELCOR COMMENCES TENDER OFFER FOR ITS
9½% SENIOR NOTES DUE 2008

     IRVING, Texas...May 11, 2004 — FelCor Lodging Trust Incorporated (NYSE: FCH), the nation’s second largest lodging real estate investment trust (REIT), and its subsidiary FelCor Lodging Limited Partnership (FelCor LP), today announced that FelCor LP is commencing a cash tender offer for up to $475 million aggregate principal amount of FelCor LP’s outstanding 9½% senior notes due 2008 (Cusip No. 31430Q AG 2), which currently bear interest at a rate of 10% per annum. FelCor intends to fund the tender offer with the net proceeds from its private placement of $350 million aggregate principal amount of senior floating rate notes due 2011, and its excess cash. The tender offer is conditioned upon the valid tender of at least $350 million aggregate principal amount of 9½% senior notes due 2008 on or prior to the early tender date and other general conditions.

     Tendering holders who validly tender their notes by the early tender date, which is Monday, May 24, 2004, will receive the total consideration of $1,072.05 per $1000 principal amount of the 9½% senior notes due 2008. The total consideration includes an early tender premium of $20.00 per $1,000 principal amount of 9½% senior notes due 2008. Holders who validly tender their notes after the early tender date and on or prior to the expiration of the tender offer on June 8, 2004, will only receive the tender consideration of $1,052.05 per $1,000 principal amount and will not receive the early tender premium.

     The early tender date will expire at 5:00 p.m. New York City time, on Monday, May 24, 2004, and the tender offer will expire at 12:00 midnight, New York City time, on Tuesday, June 8, 2004, in each case unless extended or earlier terminated by the Company.

     Copies of the tender offer materials can be obtained by contacting MacKenzie Partners, Inc., the Information Agent for the tender offer, at (212) 929-5500 (collect) and (800) 322-2885 (toll free).

     Deutsche Bank Securities Inc. is acting as Dealer Manager for the tender offer. Questions concerning the tender offer may be directed to Deutsche Bank Securities Inc. at (212) 250-4270.

     This press release is not an offer to purchase nor a solicitation of acceptance of the offer to purchase, which may be made only pursuant to the terms of the offer to purchase and related letter of transmittal. Those documents should be consulted for additional information regarding delivery procedures and the conditions for the tender offer.

-more-

FelCor Commences Tender Offer
May 11, 2004
Page 2

     FelCor is the nation’s second largest lodging REIT and the largest owner of full service, all-suite hotels. FelCor’s consolidated portfolio is comprised of 155 hotels, located in 33 states and Canada. FelCor owns 71 upscale, all-suite hotels, and is the owner of the largest number of Embassy Suites Hotels® and Doubletree Guest Suites® hotels in the U.S. FelCor’s portfolio also includes 73 hotels in the upscale and full service segments. FelCor has a current market capitalization of approximately $3.0 billion. Additional information can be found on the Company’s Web site at www.felcor.com.

     With the exception of historical information, the matters discussed in this news release include “forward looking statements” within the meaning of the federal securities laws. Forward looking statements are not guarantees of future performance. Numerous risks and uncertainties, and the occurrence of future events, may cause actual results to differ materially from those currently anticipated. Certain of these risks and uncertainties are described in our filings with the Securities and Exchange Commission. Although we believe our current expectations are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially.

Contact:
Andrew J. Welch, Senior Vice President and Treasurer	(972) 444-4982	awelch@felcor.com
Monica L. Hildebrand, Vice President of Communications	(972) 444-4917	mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations	(972) 444-4912	sschafer@felcor.com

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