SEC FORM 4

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

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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^*

CORCORAN THOMAS J JR

(Last)

(First)

(Middle)

545 EAST JOHN CARPENTER FREEWAY

SUITE 1300

(Street)

IRVING

75062

(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
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/13/2004		C⁽¹⁾		243,530	A	⁽¹⁾	243,530	I	By FelCor, Inc.
Common Stock	08/13/2004		J⁽²⁾		243,530	D	$10.6741	0	I	By FelCor, Inc.
Common Stock								242,413	D
Common Stock								2,135	I	By IRA
Common Stock								4,855	I	By Minor Children
Common Stock								510	I	By Spouse
Common Stock								500	I	By Corcoran Investments, LLC

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Contract (right/obligation to sell)⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	08/13/2004		J/K⁽³⁾⁽⁴⁾			1	⁽⁶⁾	08/13/2004	Common Stock	219,125	⁽⁶⁾	0	I	By FelCor, Inc.
Forward Contract (right/obligation to sell)⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	08/13/2004		J/K⁽³⁾⁽⁴⁾			1	⁽⁶⁾	08/13/2004	Common Stock	50,000	⁽⁶⁾	0	I	By FelCor, Inc.
Common Units	⁽⁵⁾	08/13/2004		C⁽¹⁾			243,530	⁽⁶⁾	⁽⁶⁾	Common Stock	243,530	⁽⁶⁾	55,595	I	By FelCor, Inc.

Explanation of Responses:

1. FelCor, Inc., a private corporation, of which the reporting person is a director, the president, a 50% stockholder and the sole beneficial owner, redeemed 243,530 common units of limited partnership interest ("Units") of FelCor Lodging Limited Partnership, of which FelCor Lodging Trust Incorporated ("Issuer") is the sole general partner. Units are redeemable for a like number of shares of common stock of the Issuer or, at the election of the Issuer, cash equal to the fair market value of such shares. The Issuer elected to redeem FelCor, Inc.'s Units with common stock

2. FelCor, Inc. sold 243,530 shares of Issuer common stock, which were received by FelCor, Inc. upon the redemption of the Units, as discussed in Note (1) above, to Deutsche Bank AG London in a private transaction in order to generate sufficient proceeds to settle, in cash, FelCor, Inc.'s obligations under the Forward Purchase Contracts, as discussed in Notes (3) and (4) below.

3. As disclosed on February 14, 2003, in the reporting person's Form 4, FelCor, Inc. entered into a Forward Purchase Contract with Deutsche Bank AG, dated February 13, 2003, and a Forward Purchase Contract with Deutsche Bank AG, dated February 14, 2003, relating the forward sale of 219,125 and 50,000 shares of Issuer common stock, respectively. The Forward Purchase Contracts provided that, on the settlement date, FelCor, Inc. would deliver a number of shares of common stock of the Issuer, up to an aggregate of 269,125 shares, in accordance with the Forward Purchase Contracts or, in lieu thereof, to pay the balance due thereunder in cash.

4. Pursuant to the terms of the Forward Purchase Contracts, FelCor, Inc. paid Deutsche Bank AG an aggregate of $2,599,469 on August 13, 2004, to settle its obligations under the Forward Purchase Contracts. The cash paid to Deutsche Bank AG was generated from the private sale of an aggregate of 243,530 shares of Issuer common stock by FelCor, Inc. to Deutsche Bank AG London, as discussed in Note (2) above. Following the consummation of the foregoing transactions, FelCor, Inc. continued to hold 55,595 Units.

5. 1-for-1

6. Not applicable.

	/s/ Thomas J. Corcoran, Jr.	08/17/2004
	** Signature of Reporting Person	Date
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