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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A

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

                            FELCOR SUITE HOTELS, INC.
             (Exact name of Registrant as specified in its charter)

              MARYLAND                                 75-2541756
      (State of Incorporation                       (I.R.S. Employer
           or Organization)                        Identification No.)

                                                
                         545 EAST JOHN CARPENTER FREEWAY
                                   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
         to be so registered                   which each class is to be
       DEPOSITARY SHARES, EACH                      registered
        REPRESENTING 1/100TH  
     FRACTIONAL INTEREST IN ONE             NEW YORK STOCK EXCHANGE, INC.    
        SHARE OF 9% SERIES B                                               
  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.  [ ]

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), please 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)


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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.           DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

Reference is made to the Registration Statement No. 333-46357 under the
Securities Act of 1933 on Form S-3 of FelCor Suite Hotels, Inc., as amended (the
"Registration Statement"), and the Prospectus and Prospectus Supplement included
therein. The discussion and information set forth under the following captions
of the Registration Statement are incorporated herein by reference in response
to this Item 1: "DESCRIPTION OF SERIES B PREFERRED STOCK AND DEPOSITARY SHARES"
in the Prospectus Supplement, and "DESCRIPTION OF DEPOSITARY SHARES" in the
Prospectus.

ITEM 2.           EXHIBITS.

Pursuant to the requirements of Instruction II to Item 2 of the General
Instructions 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.       Form of Depositary Receipt representing Depositary Shares of
                  FelCor Suite Hotels, Inc.; and

         2.       1997 Annual Report of FelCor Suite Hotels, Inc. for the year
                  ended December 31, 1997, the last annual report submitted to
                  shareholders of FelCor Suite Hotels, Inc.


                                    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.

         Date: May 5, 1998.

                                FELCOR SUITE HOTELS, INC.



                                BY: /s/ LAWRENCE D. ROBINSON
                                   --------------------------------------------
                                NAME:   Lawrence D. Robinson
                                     ------------------------------------------
                                TITLE:  Senior Vice President & General Counsel
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