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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 3)*

FelCor Lodging Trust Incorporated

(Name of Issuer)

$1.95 Series A Cumulative Convertible Preferred Stock
Depositary Shares representing 8% Series C Cumulative Redeemable Preferred Stock

(Title of Class of Securities)

31430F200
31430F507

(CUSIP Number)

Aaron Hood
Perella Weinberg Partners Capital Management LP
767 Fifth Avenue
New York, NY 10153
(212) 287-3305

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 15, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.3d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 9 Pages)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		31430F200 31430F507	SCHEDULE 13D/A	Page		2		of		9	Pages

NAME OF REPORTING PERSON

PERELLA WEINBERG PARTNERS XERION MASTER FUND LTD.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ*

(b) þ**

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Bermuda

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY
EACH
REPORTING

596,654 shares of $1.95 Series A Cumulative Convertible Preferred Stock (the “Series A Stock”)
839,283 depositary shares (the “Depositary Shares”), representing 8,393 shares of 8% Series C Cumulative Redeemable Preferred Stock (the “Series C Stock”)

PERSON

SOLE DISPOSITIVE POWER

WITH

-0-

SHARED DISPOSITIVE POWER

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3%***

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Only with respect to Perella Weinberg Partners Xerion Equity LP, Perella Weinberg Partners Xerion Fund GP LLC, Perella Weinberg Partners Capital Management LP, Perella Weinberg Partners Capital Management GP LLC and Perella Weinberg Partners Group LP.

** Only with respect to the PSAM Reporting Persons.

*** The percentages used herein and in the rest of the Schedule 13D are calculated based upon an aggregate of 19,678,475 shares of Series A Stock and Depositary Shares currently outstanding, which consists of 12,880,475 shares of Series A Stock currently outstanding and 6,798,000 Depositary Shares representing 67,980 shares of Series C Stock currently outstanding, as reported in the Company's Definitive Information Statement on Schedule 14C filed on October 8, 2010.


CUSIP No.		31430F200 31430F507	SCHEDULE 13D/A	Page		3		of		9	Pages

NAME OF REPORTING PERSON

PERELLA WEINBERG PARTNERS XERION EQUITY LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ*

(b) þ**

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY
EACH

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

REPORTING

SOLE DISPOSITIVE POWER

PERSON

WITH

-0-

SHARED DISPOSITIVE POWER

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Only with respect to Perella Weinberg Partners Xerion Master Fund Ltd., Perella Weinberg Partners Xerion Fund GP LLC, Perella Weinberg Partners Capital Management LP, Perella Weinberg Partners Capital Management GP LLC and Perella Weinberg Partners Group LP.

** Only with respect to the PSAM Reporting Persons.


CUSIP No.		31430F200 31430F507	SCHEDULE 13D/A	Page		4		of		9	Pages

NAME OF REPORTING PERSON

PERELLA WEINBERG PARTNERS XERION FUND GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ*

(b) þ**

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY
EACH

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

REPORTING

SOLE DISPOSITIVE POWER

PERSON

WITH

-0-

SHARED DISPOSITIVE POWER

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Only with respect to Perella Weinberg Partners Xerion Master Fund Ltd., Perella Weinberg Partners Xerion Equity LP, Perella Weinberg Partners Capital Management LP, Perella Weinberg Partners Capital Management GP LLC and Perella Weinberg Partners Group LP.

** Only with respect to the PSAM Reporting Persons.


CUSIP No.		31430F200 31430F507	SCHEDULE 13D/A	Page		5		of		9	Pages

NAME OF REPORTING PERSON

PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ*

(b) þ**

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY
EACH

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

REPORTING

SOLE DISPOSITIVE POWER

PERSON

WITH

-0-

SHARED DISPOSITIVE POWER

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

* Only with respect to Perella Weinberg Partners Xerion Master Fund Ltd., Perella Weinberg Partners Xerion Equity LP, Perella Weinberg Partners Xerion Fund GP LLC, Perella Weinberg Partners Capital Management GP LLC and Perella Weinberg Partners Group LP.

** Only with respect to the PSAM Reporting Persons.


CUSIP No.		31430F200 31430F507	SCHEDULE 13D/A	Page		6		of		9	Pages

NAME OF REPORTING PERSON

PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ*

(b) þ**

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY
EACH

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

REPORTING

SOLE DISPOSITIVE POWER

PERSON

WITH

-0-

SHARED DISPOSITIVE POWER

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

** Only with respect to the PSAM Reporting Persons.


CUSIP No.		31430F200 31430F507	SCHEDULE 13D/A	Page		7		of		9	Pages

NAME OF REPORTING PERSON

PERELLA WEINBERG PARTNERS GROUP LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ*

(b) þ**

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

WC (see Item 3)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

-0-

SHARED VOTING POWER

BENEFICIALLY

OWNED BY
EACH

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

REPORTING

SOLE DISPOSITIVE POWER

PERSON

WITH

-0-

SHARED DISPOSITIVE POWER

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

596,654 shares of Series A Stock
839,283 Depositary Shares, representing 8,393 shares of Series C Stock

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.3%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

** Only with respect to the PSAM Reporting Persons.


CUSIP No.		31430F200 31430F507	SCHEDULE 13D/A	Page		8		of		9	Pages

This Schedule 13D/A (this “Amendment No. 3”) amends the Schedule 13D filed on August 12, 2010 (the “Original Schedule 13D”), as amended on August 24, 2010 (“Amendment No. 1”) and September 2, 2010 (“Amendment No. 2”). Information reported in the Original Schedule 13D, as amended by Amendment No. 1 and Amendment No. 2, remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 3. Capitalized terms used and not defined herein have the meanings set forth in the Original Schedule 13D, Amendment No. 1 or Amendment No. 2, as applicable. This Amendment No. 3 amends Items 4 and 5 as set forth below.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented by the addition of the following:

On November 15, 2010, the Nominees were elected to the Board of Directors of the Company at the Special Meeting. Also on November 15, 2010, the Letter Agreement, dated August 19, 2010, by and between P. Schoenfeld Asset Management LP and Perella Weinberg Partners Xerion Master Fund Ltd. terminated in accordance with its terms upon the completion of the Special Meeting. With the expiration of the Letter Agreement, the Reporting Persons may no longer be deemed to be a member of a group with the PSAM Reporting Persons within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented by the addition of the following:

The information set forth in Item 4 of this Amendment No. 3 is incorporated herein by reference.


CUSIP No.		31430F200 31430F507	SCHEDULE 13D/A	Page		9		of		9	Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 16, 2010


PERELLA WEINBERG PARTNERS XERION MASTER FUND LTD.

/s/ Aaron Hood

Name:		Aaron Hood
Title:		Authorized Person

PERELLA WEINBERG PARTNERS XERION EQUITY LP

/s/ Aaron Hood

Name:		Aaron Hood
Title:		Partner and Authorized Person

PERELLA WEINBERG PARTNERS XERION FUND GP LLC

/s/ Aaron Hood

Name:		Aaron Hood
Title:		Authorized Person

PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT LP

/s/ Aaron Hood

Name:		Aaron Hood
Title:		Partner and Authorized Person

PERELLA WEINBERG PARTNERS CAPITAL MANAGEMENT GP LLC

/s/ Aaron Hood

Name:		Aaron Hood
Title:		Authorized Person

PERELLA WEINBERG PARTNERS GROUP LP

/s/ Aaron Hood

Name:		Aaron Hood
Title:		Partner and Authorized Person