content: <PAGE>   1
      As filed with the Securities and Exchange Commission on December 30, 1998
                                                          Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               -----------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -----------------------
  
                          FELCOR LODGING TRUST INCORPORATED
                        (formerly FelCor Suite Hotels, Inc.)
               (Exact name of registrant as specified in its charter)
  
  
  <TABLE>
  <S>                              <C>                                        <C>       
            MARYLAND               545 E. JOHN CARPENTER FRWY. , SUITE 1300       75-2541756
  State or other jurisdiction of              IRVING, TEXAS 75062              (I.R.S. Employer
  incorporation or organization)                 (972) 444-4900               Identification No.)
                                   (Address, including ZIP Code, and
                                   telephone number, including area code,
                                   of registrant's principal executive
                                   offices)
  </TABLE>
  
  
     FELCOR LODGING TRUST INCORPORATED NON-QUALIFIED DEFERRED COMPENSATION PLAN
                              (Full title of the plan)
                               -----------------------
  
                                LAWRENCE D. ROBINSON
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                          FELCOR LODGING TRUST INCORPORATED
                       545 E. JOHN CARPENTER FRWY., SUITE 1300
                                 IRVING, TEXAS 75062
                       (Name and address of agent for service)
                                   (972) 444-4900
            (Telephone number, including area code, of agent for service)
                               -----------------------
                                      Copy to:
                                  ROBERT W. DOCKERY
                                 JENKENS & GILCHRIST
                             A PROFESSIONAL CORPORATION
                            1445 ROSS AVENUE, SUITE 3200
                              DALLAS, TEXAS 75202-2799
                               -----------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  =========================== =======================  =========================  =======================  ==========================
                                                           PROPOSED MAXIMUM          PROPOSED MAXIMUM
      TITLE OF SECURITIES          AMOUNT TO BE             OFFERING PRICE          AGGREGATE OFFERING             AMOUNT OF
       TO BE REGISTERED             REGISTERED               PER SHARE (2)               PRICE (2)              REGISTRATION FEE
     Deferred Compensation          $10,000,000                   100%                                             $2,780.00
        Obligations (1)                                                                 $10,000,000
  --------------------------- -----------------------  -------------------------  -----------------------  --------------------------
  <S>                              <C>                      <C>                     <C>                         <C>
  
  =========================== =======================  =========================  =======================  ==========================
  </TABLE>
  
  
  (1)   THE DEFERRED COMPENSATION OBLIGATIONS ARE UNSECURED OBLIGATIONS OF FELCOR
        LODGING TRUST INCORPORATED TO PAY DEFERRED COMPENSATION IN THE FUTURE IN
        ACCORDANCE WITH THE TERMS OF THE FELCOR LODGING TRUST INCORPORATED
        NON-QUALIFIED DEFERRED COMPENSATION PLAN (THE "PLAN").
  
  (2)   ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE.
  
  ================================================================================
  
  
  
  <PAGE>   2
  
  
                                       PART I
  
  ITEM 1.  PLAN INFORMATION*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
  
           *Information required by Part I of Form S-8 (Items 1 and 2) to be
  contained in the Section 10(a) prospectus is omitted from this Registration
  Statement in accordance with Rule 428 under the Securities Act of 1933, as
  amended (the "Securities Act"), and the Note to Part I of Form S-8.
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           FelCor Lodging Trust Incorporated, formerly known as FelCor Suites
  Hotels, Inc. (the "Company"), hereby incorporates by reference in this
  registration statement the following documents previously filed by the Company
  with the Securities and Exchange Commission (the "Commission"):
  
           (1) The Company's Annual Report on Form 10-K and Forms 10-K/A for the 
  year ended December 31, 1997.
  
           (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1998.
  
           (3) The Company's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1998.
  
           (4) The Company's Quarterly Report on Form 10-Q for the quarter ended
  September 30, 1998.
  
           (5) The Company's Current Report on Form 8-K dated June 30, 1997 and
  filed with the Commission on July 11, 1997 and amended on August 14, 1997.
  
           (6) The Company's Current Report on Form 8-K dated March 24, 1998 and
  filed with the Commission on April 23, 1998.
  
           (7) The Company's Current Report on Form 8-K dated May 7, 1998 and 
  filed with the Commission on May 29, 1998.
  
           (8) The Company's Current Report on Form 8-K dated July 27, 1998 and 
  filed with the Commission on August 10, 1998.
  
           (9) The description of the Company's common stock contained in the
  Company's Registration Statement on Form 8-A filed with the Commission,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents filed by the registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement shall be deemed to be incorporated herein by reference and to be a
  part hereof from the date of the filing of such documents until such time as
  there shall have been filed a post-effective amendment that indicates that all
  securities offered hereby have been sold or that deregisters all securities
  remaining unsold at the time of such amendment.
  
           Any statement contained herein, or in any document incorporated or
  deemed to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any subsequently filed document that also is or
  is deemed to be incorporated by reference herein, modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed 
  except as so modified or superseded, to constitute a part of this Registration 
  Statement.
  
  
                                        II-1
  <PAGE>   3
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           This Registration Statement relates to Deferred Compensation
  Obligations (the "Obligations") which are unsecured obligations of the
  Registrant to pay deferred compensation in the future in accordance with the
  terms of the FelCor Lodging Trust Incorporated Non-Qualified Deferred
  Compensation Plan (the "Plan"). Plan participants may defer compensation in
  accordance with the Plan. The obligations of the Company under the Plan (the
  "Obligations") will be unsecured general obligations of the Company to pay the
  deferred compensation in the future in accordance with the terms of the Plan,
  and will rank on a parity with other unsecured and unsubordinated indebtedness
  of the Company from time to time outstanding.
  
           The amount of compensation to be deferred by each participating
  employee will be determined in accordance with the Plan based on elections by
  each participating employee. Distributions of the vested account balance of each
  Obligation will be payable (i) in a lump sum upon the voluntary or involuntary
  termination of employment, death, or disability of any participating employee,
  or (ii) at the election of a participating employee, at a specified earlier date
  or dates, or if the participating employee attains age 55, at a later date, in
  each case in lump sum or in installments over a period of up to ten years
  subject to the terms and limitations of the Plan.
  
           The Company has established a rabbi or grantor trust, but does not
  presently intend to place all or any portion of the Obligations in such trust
  unless there is a change in control. If funded, the trust will hold, invest and
  reinvest the deferrals made by participating employees under the Plan. The
  placing of the Obligations in a rabbi trust does not protect the trust assets
  from the claims of the Company's general secured or unsecured creditors in the
  event of the Company's bankruptcy or insolvency. The Plan will be administered
  by the Compensation Committee of the Board unless a different administrator is
  appointed by the Company's Board of Directors.
  
           A participating employee's right or the right of any other person to
  the Obligations cannot be assigned, alienated, sold, garnished, transferred,
  pledged, or encumbered except by a written designation of a beneficiary under
  the Plan, by written will, or by the laws of descent and distribution. The
  Company reserves the right to amend or terminate the Plan at any time, except
  that no such amendment or termination shall adversely affect the right of a
  participating employee to the vested balance of his or her account as of the
  date of such amendment or termination. Upon a change of control of the Company,
  the Obligations will be distributed pursuant to the terms of the Plan. The
  Obligations will not have the benefit of a negative pledge or any other
  affirmative or negative covenant on the part of the Company. No participant
  under the Plan shall have any preferred claim to, or any beneficial ownership
  interest in, any assets which are subject to the Plan. All such assets are
  subject to the claims of the creditors of the Registrant until they are paid to
  the participant in accordance with the terms of the Plan.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Charter of the Company generally limits the liability of the
  Company's directors and officers to the Company and the stockholders for money
  damages to the fullest extent permitted from time to time by the laws of the
  state of Maryland. The Charter also provides generally for the indemnification
  of directors and officers, among others, against judgments, settlements,
  penalties, fines, and reasonable expenses actually incurred by them in
  connection with any proceeding to which they may be made a party by reason of
  their service in those or other capacities except in connection with any
  proceeding by or in the right of the Company in which the director was adjudged
  liable to the Company or in connection with any other proceeding, whether or not
  involving action in his official capacity, in which he was adjudged liable on
  the basis that personal benefit was improperly received by him. Insofar as
  indemnification for liabilities arising under the Securities Act may be
  permitted to directors and officers of the Company pursuant to the foregoing
  provisions or otherwise, the Company has been advised that, in the opinion of
  the Commission, such indemnification is against public policy as expressed in
  the Securities Act, and is, therefore, unenforceable.
  
           The Company may purchase director and officer liability insurance for
  the purpose of providing a source of funds to pay any indemnification described
  above.
  
  
                                        II-2
  <PAGE>   4
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           (a)      Exhibits.
  
                    The following documents are filed as a part of this
  registration statement.
  
  <TABLE>
  <CAPTION>
  Exhibit              Description of Exhibit
  -------              ----------------------
  <S>        <C>
  3.1        Articles of Amendment and Restatement dated June 22, 1995,
             amending and restating the Charter of the Company, as
             amended or supplemented by Articles of Merger dated June 23,
             1995, Articles Supplementary dated April 30, 1996, Articles
             of Amendment dated August 8, 1996, Articles of Amendment
             dated June 16, 1997, Articles of Amendment dated October 30,
             1997 and Articles of Merger and attached Articles of
             Amendment dated July 27, 1998 (filed as Exhibit 3.1 to the
             Company's Form 8-K dated July 27, 1998 and incorporated
             herein by reference).
  
  3.2        Bylaws of the Company, as amended (filed as Exhibit 3.2 to
             the Company's Registration Statement on Form S-11 (File No.
             33-98332) and incorporated herein by reference).
  
  4          FelCor Lodging Trust Incorporated Non-Qualified Deferred 
             Compensation Plan
  
  5          Opinion of Jenkens & Gilchrist, a Professional Corporation
  
  23.1       Consent of Jenkens & Gilchrist, a Professional Corporation
             (included in opinion filed as Exhibit 5 hereto)
  
  23.2       Consent of PricewaterhouseCoopers LLP
  
  23.3       Consent of Arthur Andersen LLP
  
  24         Power of Attorney (included with signature page of this 
             Registration Statement)
  </TABLE>
  
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)        The undersigned registrant hereby undertakes:
  
                      (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                          (i)   To include any prospectus required by section 
  10(a)(3) of the Securities Act of 1933;
  
                          (ii) To reflect in the prospectus any facts or events
  arising after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement. Notwithstanding the foregoing, any increase or decrease
  in volume of securities offered (if the total dollar value of securities offered
  would not exceed that which was registered) and any deviation from the low or
  high and of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Commission pursuant to Rule 424(b) if, in the
  aggregate, the changes in volume and price represent no more than 20 percent
  change in the maximum aggregate offering price set forth in the "Calculation of
  Registration Fee" table in the effective registration statement.
  
                          (iii) To include any material information with respect
  to the plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the Registration
  Statement.
  
  
                                        II-3
  <PAGE>   5
  
  
  
  
  
                                Provided, however, that paragraphs (a)(1)(i) and 
  (a)(1)(ii) do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
  that are incorporated by reference in the Registration Statement.
  
                      (2) That, for the purpose of determining any liability under
  the Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
  
                      (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
  reference in the Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
  
  
                                        II-4
  <PAGE>   6
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on December 28, 1998:
  
  
                                         FELCOR LODGING TRUST INCORPORATED
                                         a Maryland corporation
  
  
                                         By:  /s/ Lawrence D. Robinson
                                            --------------------------------------
                                              Lawrence D. Robinson
                                              Senior Vice-President and 
                                              General Counsel
  
  
                                        II-5
  <PAGE>   7
  
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Randall L. Churchey and Lawrence
  D. Robinson, and each of them, with full power to act without the other, his
  true and lawful attorney-in-fact and agent, with full power of substitution and
  resubstitution for him and in his name, place and stead, in any and all
  capacities, to sign any or all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same with all exhibits thereto
  and other documents in connection therewith, with the Commission, granting unto
  said attorney-in-fact and agent full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person hereby ratifying and confirming that said attorney-in-fact and agent or
  his substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates included:
  
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                            CAPACITY                                   DATE
  ---------                                            --------                                   ----
  <S>                                         <C>                                         <C> 
  /s/ Donald J. McNamara                      Chairman of the Board and Director          December 22, 1998
  ------------------------------
  Donald J. McNamara
  
  
  /s/ Thomas J. Corcoran, Jr.                 President and Chief Executive               December 22, 1998
  ------------------------------              Officer and Director
  Thomas J. Corcoran, Jr.                     
  
  
  /s/ Randall L. Churchey                     Senior Vice President and Chief             December 28, 1998
  ------------------------------              Financial Officer
  Randall L. Churchey                         
  
  
  /s/ Lester C. Johnson                       Vice President and Controller               December 28, 1998
  ------------------------------              (Principal Accounting Officer)
  Lester C. Johnson                           
  
  
  /s/ Richard S. Ellwood                      Director                                    December 22, 1998
  ------------------------------
  Richard S. Ellwood
  
  
  /s/ Richard O. Jacobson                     Director                                    December 23, 1998
  ------------------------------
  Richard O. Jacobson
  
  
  /s/ Charles A. Ledsinger, Jr.               Director                                    December 22, 1998
  ------------------------------
  Charles A. Ledsinger, Jr.
  
  
  /s/ Robert H. Lutz, Jr.                     Director                                    December 28, 1998
  ------------------------------
  Robert H. Lutz, Jr.
  
  
                                              Director                                    December __, 1998
  -----------------------------               
  Charles N. Mathewson
  
  
  /s/ Thomas A. McChristy                     Director                                    December 22, 1998
  ------------------------------
  Thomas A. McChristy
  
  
  /s/ Richard C. North                        Director                                    December 23, 1998
  ------------------------------
  Richard C. North
  
  
  /s/ Michael D. Rose                         Director                                    December 23, 1998
  ------------------------------
  Michael D. Rose
  </TABLE>
  
  
                                        II-6
  <PAGE>   8
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  Exhibit           Description of Exhibit
  -------           ----------------------
  <S>               <C>
  3.1               Articles of Amendment and Restatement dated June 22,
                    1995, amending and restating the Charter of the
                    Company, as amended or supplemented by Articles of
                    Merger dated June 23, 1995, Articles Supplementary
                    dated April 30, 1996, Articles of Amendment dated
                    August 8, 1996, Articles of Amendment dated June 16,
                    1997, Articles of Amendment dated October 30, 1997
                    and Articles of Merger and attached Articles of
                    Amendment dated July 27, 1998 (filed as Exhibit 3.1
                    to the Company's Form 8-K dated July 27, 1998 and
                    incorporated herein by reference).
  
  3.2               Bylaws of the Company, as amended (filed as Exhibit
                    3.2 to the Company's Registration Statement on Form
                    S-11 (File No. 33-98332) and incorporated herein by
                    reference).
  
  4                 FelCor Lodging Trust Incorporated Non-Qualified Deferred 
                    Compensation Plan
  
  5                 Opinion of Jenkens & Gilchrist, a Professional Corporation
  
  23.1              Consent of Jenkens & Gilchrist, a Professional Corporation 
                    (included in opinion filed as Exhibit 5 hereto)
  
  23.2              Consent of PricewaterhouseCoopers LLP
  
  23.3              Consent of Arthur Andersen LLP
  
  24                Power of Attorney (included with signature page of this 
                    Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24667}]
metadata_filer: {"company-data": {"conformed-name": "FELCOR LODGING TRUST INC", "cik": "0000923603", "assigned-sic": "6798", "irs-number": "752541756", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69869", "film-number": "98777685"}, "business-address": {"street1": "545 E JOHN CARPENTER FREEWAY", "street2": "SUITE 1300", "city": "IRVING", "state": "TX", "zip": "75062", "phone": "9724444900"}, "mail-address": {"street1": "545 E JOHN CARPENTER FREEWAY", "street2": "SUITE 1300", "city": "IRVING", "state": "TX", "zip": "75062"}, "former-company": {"former-conformed-name": "FELCOR SUITE HOTELS INC", "date-changed": "19940523"}}
text: 1
      As filed with the Securities and Exchange Commission on December 30, 1998
                                                          Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                               -----------------------
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               -----------------------
  
                          FELCOR LODGING TRUST INCORPORATED
                        (formerly FelCor Suite Hotels, Inc.)
               (Exact name of registrant as specified in its charter)
  MARYLAND               545 E. JOHN CARPENTER FRWY. , SUITE 1300       75-2541756
  State or other jurisdiction of              IRVING, TEXAS 75062              (I.R.S. Employer
  incorporation or organization)                 (972) 444-4900               Identification No.)
                                   (Address, including ZIP Code, and
                                   telephone number, including area code,
                                   of registrant's principal executive
                                   offices)
  FELCOR LODGING TRUST INCORPORATED NON-QUALIFIED DEFERRED COMPENSATION PLAN
                              (Full title of the plan)
                               -----------------------
  
                                LAWRENCE D. ROBINSON
                      SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                          FELCOR LODGING TRUST INCORPORATED
                       545 E. JOHN CARPENTER FRWY., SUITE 1300
                                 IRVING, TEXAS 75062
                       (Name and address of agent for service)
                                   (972) 444-4900
            (Telephone number, including area code, of agent for service)
                               -----------------------
                                      Copy to:
                                  ROBERT W. DOCKERY
                                 JENKENS & GILCHRIST
                             A PROFESSIONAL CORPORATION
                            1445 ROSS AVENUE, SUITE 3200
                              DALLAS, TEXAS 75202-2799
                               -----------------------
  
                           CALCULATION OF REGISTRATION FEE
  =========================== =======================  =========================  =======================  ==========================
                                                           PROPOSED MAXIMUM          PROPOSED MAXIMUM
      TITLE OF SECURITIES          AMOUNT TO BE             OFFERING PRICE          AGGREGATE OFFERING             AMOUNT OF
       TO BE REGISTERED             REGISTERED               PER SHARE (2)               PRICE (2)              REGISTRATION FEE
     Deferred Compensation          $10,000,000                   100%                                             $2,780.00
        Obligations (1)                                                                 $10,000,000
  --------------------------- -----------------------  -------------------------  -----------------------  --------------------------
  =========================== =======================  =========================  =======================  ==========================
  (1)   THE DEFERRED COMPENSATION OBLIGATIONS ARE UNSECURED OBLIGATIONS OF FELCOR
        LODGING TRUST INCORPORATED TO PAY DEFERRED COMPENSATION IN THE FUTURE IN
        ACCORDANCE WITH THE TERMS OF THE FELCOR LODGING TRUST INCORPORATED
        NON-QUALIFIED DEFERRED COMPENSATION PLAN (THE "PLAN").
  
  (2)   ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE.
  
  ================================================================================
  2
  
                                       PART I
  
  ITEM 1.  PLAN INFORMATION*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
  
           *Information required by Part I of Form S-8 (Items 1 and 2) to be
  contained in the Section 10(a) prospectus is omitted from this Registration
  Statement in accordance with Rule 428 under the Securities Act of 1933, as
  amended (the "Securities Act"), and the Note to Part I of Form S-8.
  
                                       PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           FelCor Lodging Trust Incorporated, formerly known as FelCor Suites
  Hotels, Inc. (the "Company"), hereby incorporates by reference in this
  registration statement the following documents previously filed by the Company
  with the Securities and Exchange Commission (the "Commission"):
  
           (1) The Company's Annual Report on Form 10-K and Forms 10-K/A for the 
  year ended December 31, 1997.
  
           (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1998.
  
           (3) The Company's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1998.
  
           (4) The Company's Quarterly Report on Form 10-Q for the quarter ended
  September 30, 1998.
  
           (5) The Company's Current Report on Form 8-K dated June 30, 1997 and
  filed with the Commission on July 11, 1997 and amended on August 14, 1997.
  
           (6) The Company's Current Report on Form 8-K dated March 24, 1998 and
  filed with the Commission on April 23, 1998.
  
           (7) The Company's Current Report on Form 8-K dated May 7, 1998 and 
  filed with the Commission on May 29, 1998.
  
           (8) The Company's Current Report on Form 8-K dated July 27, 1998 and 
  filed with the Commission on August 10, 1998.
  
           (9) The description of the Company's common stock contained in the
  Company's Registration Statement on Form 8-A filed with the Commission,
  including any amendment or report filed for the purpose of updating such
  description.
  
           All documents filed by the registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), subsequent to the date of this Registration
  Statement shall be deemed to be incorporated herein by reference and to be a
  part hereof from the date of the filing of such documents until such time as
  there shall have been filed a post-effective amendment that indicates that all
  securities offered hereby have been sold or that deregisters all securities
  remaining unsold at the time of such amendment.
  
           Any statement contained herein, or in any document incorporated or
  deemed to be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Registration Statement to the extent that a
  statement contained herein or in any subsequently filed document that also is or
  is deemed to be incorporated by reference herein, modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed 
  except as so modified or superseded, to constitute a part of this Registration 
  Statement.
  
                                        II-1
  3
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           This Registration Statement relates to Deferred Compensation
  Obligations (the "Obligations") which are unsecured obligations of the
  Registrant to pay deferred compensation in the future in accordance with the
  terms of the FelCor Lodging Trust Incorporated Non-Qualified Deferred
  Compensation Plan (the "Plan"). Plan participants may defer compensation in
  accordance with the Plan. The obligations of the Company under the Plan (the
  "Obligations") will be unsecured general obligations of the Company to pay the
  deferred compensation in the future in accordance with the terms of the Plan,
  and will rank on a parity with other unsecured and unsubordinated indebtedness
  of the Company from time to time outstanding.
  
           The amount of compensation to be deferred by each participating
  employee will be determined in accordance with the Plan based on elections by
  each participating employee. Distributions of the vested account balance of each
  Obligation will be payable (i) in a lump sum upon the voluntary or involuntary
  termination of employment, death, or disability of any participating employee,
  or (ii) at the election of a participating employee, at a specified earlier date
  or dates, or if the participating employee attains age 55, at a later date, in
  each case in lump sum or in installments over a period of up to ten years
  subject to the terms and limitations of the Plan.
  
           The Company has established a rabbi or grantor trust, but does not
  presently intend to place all or any portion of the Obligations in such trust
  unless there is a change in control. If funded, the trust will hold, invest and
  reinvest the deferrals made by participating employees under the Plan. The
  placing of the Obligations in a rabbi trust does not protect the trust assets
  from the claims of the Company's general secured or unsecured creditors in the
  event of the Company's bankruptcy or insolvency. The Plan will be administered
  by the Compensation Committee of the Board unless a different administrator is
  appointed by the Company's Board of Directors.
  
           A participating employee's right or the right of any other person to
  the Obligations cannot be assigned, alienated, sold, garnished, transferred,
  pledged, or encumbered except by a written designation of a beneficiary under
  the Plan, by written will, or by the laws of descent and distribution. The
  Company reserves the right to amend or terminate the Plan at any time, except
  that no such amendment or termination shall adversely affect the right of a
  participating employee to the vested balance of his or her account as of the
  date of such amendment or termination. Upon a change of control of the Company,
  the Obligations will be distributed pursuant to the terms of the Plan. The
  Obligations will not have the benefit of a negative pledge or any other
  affirmative or negative covenant on the part of the Company. No participant
  under the Plan shall have any preferred claim to, or any beneficial ownership
  interest in, any assets which are subject to the Plan. All such assets are
  subject to the claims of the creditors of the Registrant until they are paid to
  the participant in accordance with the terms of the Plan.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Charter of the Company generally limits the liability of the
  Company's directors and officers to the Company and the stockholders for money
  damages to the fullest extent permitted from time to time by the laws of the
  state of Maryland. The Charter also provides generally for the indemnification
  of directors and officers, among others, against judgments, settlements,
  penalties, fines, and reasonable expenses actually incurred by them in
  connection with any proceeding to which they may be made a party by reason of
  their service in those or other capacities except in connection with any
  proceeding by or in the right of the Company in which the director was adjudged
  liable to the Company or in connection with any other proceeding, whether or not
  involving action in his official capacity, in which he was adjudged liable on
  the basis that personal benefit was improperly received by him. Insofar as
  indemnification for liabilities arising under the Securities Act may be
  permitted to directors and officers of the Company pursuant to the foregoing
  provisions or otherwise, the Company has been advised that, in the opinion of
  the Commission, such indemnification is against public policy as expressed in
  the Securities Act, and is, therefore, unenforceable.
  
           The Company may purchase director and officer liability insurance for
  the purpose of providing a source of funds to pay any indemnification described
  above.
  
                                        II-2
  4
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           (a)      Exhibits.
  
                    The following documents are filed as a part of this
  registration statement.
  Exhibit              Description of Exhibit
  -------              ----------------------
  3.1        Articles of Amendment and Restatement dated June 22, 1995,
             amending and restating the Charter of the Company, as
             amended or supplemented by Articles of Merger dated June 23,
             1995, Articles Supplementary dated April 30, 1996, Articles
             of Amendment dated August 8, 1996, Articles of Amendment
             dated June 16, 1997, Articles of Amendment dated October 30,
             1997 and Articles of Merger and attached Articles of
             Amendment dated July 27, 1998 (filed as Exhibit 3.1 to the
             Company's Form 8-K dated July 27, 1998 and incorporated
             herein by reference).
  
  3.2        Bylaws of the Company, as amended (filed as Exhibit 3.2 to
             the Company's Registration Statement on Form S-11 (File No.
             33-98332) and incorporated herein by reference).
  
  4          FelCor Lodging Trust Incorporated Non-Qualified Deferred 
             Compensation Plan
  
  5          Opinion of Jenkens & Gilchrist, a Professional Corporation
  
  23.1       Consent of Jenkens & Gilchrist, a Professional Corporation
             (included in opinion filed as Exhibit 5 hereto)
  
  23.2       Consent of PricewaterhouseCoopers LLP
  
  23.3       Consent of Arthur Andersen LLP
  
  24         Power of Attorney (included with signature page of this 
             Registration Statement)
  ITEM 9.  UNDERTAKINGS.
  
           (a)        The undersigned registrant hereby undertakes:
  
                      (1) To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration Statement:
  
                          (i)   To include any prospectus required by section 
  10(a)(3) of the Securities Act of 1933;
  
                          (ii) To reflect in the prospectus any facts or events
  arising after the effective date of the Registration Statement (or the most
  recent post-effective amendment thereof) which, individually or in the
  aggregate, represent a fundamental change in the information set forth in the
  Registration Statement. Notwithstanding the foregoing, any increase or decrease
  in volume of securities offered (if the total dollar value of securities offered
  would not exceed that which was registered) and any deviation from the low or
  high and of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Commission pursuant to Rule 424(b) if, in the
  aggregate, the changes in volume and price represent no more than 20 percent
  change in the maximum aggregate offering price set forth in the "Calculation of
  Registration Fee" table in the effective registration statement.
  
                          (iii) To include any material information with respect
  to the plan of distribution not previously disclosed in the Registration
  Statement or any material change to such information in the Registration
  Statement.
  
                                        II-3
  5
  
                                Provided, however, that paragraphs (a)(1)(i) and 
  (a)(1)(ii) do not apply if the information required to be included in a
  post-effective amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
  that are incorporated by reference in the Registration Statement.
  
                      (2) That, for the purpose of determining any liability under
  the Securities Act of 1933, each such post-effective amendment shall be deemed
  to be a new registration statement relating to the securities offered therein,
  and the offering of such securities at that time shall be deemed to be the
  initial bona fide offering thereof.
  
                      (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
  reference in the Registration Statement shall be deemed to be a new registration
  statement relating to the securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
  
           (c) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                        II-4
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on December 28, 1998:
  
                                         FELCOR LODGING TRUST INCORPORATED
                                         a Maryland corporation
  
                                         By:  /s/ Lawrence D. Robinson
                                            --------------------------------------
                                              Lawrence D. Robinson
                                              Senior Vice-President and 
                                              General Counsel
  
                                        II-5
  7
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Randall L. Churchey and Lawrence
  D. Robinson, and each of them, with full power to act without the other, his
  true and lawful attorney-in-fact and agent, with full power of substitution and
  resubstitution for him and in his name, place and stead, in any and all
  capacities, to sign any or all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same with all exhibits thereto
  and other documents in connection therewith, with the Commission, granting unto
  said attorney-in-fact and agent full power and authority to do and perform each
  and every act and thing requisite and necessary to be done in connection
  therewith, as fully to all intents and purposes as he might or could do in
  person hereby ratifying and confirming that said attorney-in-fact and agent or
  his substitutes may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates included:
  SIGNATURE                                            CAPACITY                                   DATE
  ---------                                            --------                                   ----
  /s/ Donald J. McNamara                      Chairman of the Board and Director          December 22, 1998
  ------------------------------
  Donald J. McNamara
  
  /s/ Thomas J. Corcoran, Jr.                 President and Chief Executive               December 22, 1998
  ------------------------------              Officer and Director
  Thomas J. Corcoran, Jr.                     
  
  /s/ Randall L. Churchey                     Senior Vice President and Chief             December 28, 1998
  ------------------------------              Financial Officer
  Randall L. Churchey                         
  
  /s/ Lester C. Johnson                       Vice President and Controller               December 28, 1998
  ------------------------------              (Principal Accounting Officer)
  Lester C. Johnson                           
  
  /s/ Richard S. Ellwood                      Director                                    December 22, 1998
  ------------------------------
  Richard S. Ellwood
  
  /s/ Richard O. Jacobson                     Director                                    December 23, 1998
  ------------------------------
  Richard O. Jacobson
  
  /s/ Charles A. Ledsinger, Jr.               Director                                    December 22, 1998
  ------------------------------
  Charles A. Ledsinger, Jr.
  
  /s/ Robert H. Lutz, Jr.                     Director                                    December 28, 1998
  ------------------------------
  Robert H. Lutz, Jr.
  
                                              Director                                    December __, 1998
  -----------------------------               
  Charles N. Mathewson
  
  /s/ Thomas A. McChristy                     Director                                    December 22, 1998
  ------------------------------
  Thomas A. McChristy
  
  /s/ Richard C. North                        Director                                    December 23, 1998
  ------------------------------
  Richard C. North
  
  /s/ Michael D. Rose                         Director                                    December 23, 1998
  ------------------------------
  Michael D. Rose
  II-6
  8
  
                                  INDEX TO EXHIBITS
  Exhibit           Description of Exhibit
  -------           ----------------------
  3.1               Articles of Amendment and Restatement dated June 22,
                    1995, amending and restating the Charter of the
                    Company, as amended or supplemented by Articles of
                    Merger dated June 23, 1995, Articles Supplementary
                    dated April 30, 1996, Articles of Amendment dated
                    August 8, 1996, Articles of Amendment dated June 16,
                    1997, Articles of Amendment dated October 30, 1997
                    and Articles of Merger and attached Articles of
                    Amendment dated July 27, 1998 (filed as Exhibit 3.1
                    to the Company's Form 8-K dated July 27, 1998 and
                    incorporated herein by reference).
  
  3.2               Bylaws of the Company, as amended (filed as Exhibit
                    3.2 to the Company's Registration Statement on Form
                    S-11 (File No. 33-98332) and incorporated herein by
                    reference).
  
  4                 FelCor Lodging Trust Incorporated Non-Qualified Deferred 
                    Compensation Plan
  
  5                 Opinion of Jenkens & Gilchrist, a Professional Corporation
  
  23.1              Consent of Jenkens & Gilchrist, a Professional Corporation 
                    (included in opinion filed as Exhibit 5 hereto)
  
  23.2              Consent of PricewaterhouseCoopers LLP
  
  23.3              Consent of Arthur Andersen LLP
  
  24                Power of Attorney (included with signature page of this 
                    Registration Statement)