SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MATHEWSON ROBERT A (Last) (First) (Middle) 545 E. JOHN CARPENTER FREEWAY SUITE 1300 (Street) IRVING TX 75062-3933 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FelCor Lodging Trust Inc [ FCH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/20/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/20/2008		J(1)	V	120,000	A	$0(1)	185,232	D
Common Stock	11/20/2008		C(2)	V	208,333	A	$0(2)	220,333	I	By RGC Leasing, Inc.(3)
Common Stock								120,000	I	By RGC, Inc.(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
FLLP Units	$0(2)	11/20/2008		C(2)	V		208,333	(5)	(2)	Common Stock	208,333	$0(2)	0	I	By RGC Leasing, Inc.(6)
FLLP Units	$0(1)	11/20/2008		C(1)	V		600,000	(5)	(1)	Common Stock	600,000	$0(1)	0	I	By RGC, Inc.(7)

Explanation of Responses:

1. Represents the redemption by RGC, Inc. of its units of limited partnership interest (Units) of FelCor Lodging Limited Partnership, of which the issuer is the general partner, and simultaneous distribution of the resulting common stock to the shareholders of RGC, Inc., including Reporting Person. Units are redeembable for an equal number of shares of common stock of issuer or, at the election of the issuer, cash equal to the fair market value of such shares. Issuer elected to redeem the Units with common stock. Units have no expiration date. In prior reports, the Reporting Person reported beneficial ownership of all of the Units then held by RGC, Inc.

2. Represents the redemption by RGC Leasing, Inc. of its units of limited partnership interest (Units) of FelCor Lodging Limited Partnership, of which the issuer is the general partner. Units are redeembable for an equal number of shares of common stock of issuer or, at the election of the issuer, cash equal to the fair market value of such shares. Issuer elected to redeem the Units with common stock. Units have no expiration date. In prior reports, the Reporting Person reported beneficial ownership of all of the Units then held by RGC Leasing, Inc.

3. Reporting Person is President and a shareholder of this entity and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

4. Reporting Person is a shareholder, director and President of this entity and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. All issued Units are currently redeemable.

6. Reporting Person is President and a shareholder of this entity.

7. Reporting person is a stockholder, director and President of this entity.

Remarks:

Transactions reported reflect a change in the form of ownership only and are not required to be reported, but are being voluntarily reported on this Form 4.

	By: Larry J. Mundy, Attorney-in-Fact	11/24/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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