UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 20, 2002



                        FELCOR LODGING TRUST INCORPORATED
             (Exact name of registrant as specified in its charter)



          Maryland                    1-14236                   75-2541756
(State or other jurisdiction   (Commission File Number)       (IRS Employer
     of incorporation)                                      Identification No.)


             545 E. John Carpenter Freeway
                          Suite 1300
                        Irving, Texas                             75062
           (Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code:  (972) 444-4900



          (Former name or former address, if changed since last report)







Item 5. Other Events and Regulation FD Disclosure

         On  December  20,  2002,  FelCor  Lodging  Trust  Incorporated,  or the
Company,  FelCor Lodging Limited Partnership,  a Delaware limited partnership of
which the Company is the sole general partner,  or the  Partnership,  and FelCor
Canada  Co.,  a  Nova  Scotia  unlimited   liability  company  and  an  indirect
wholly-owned  subsidiary of the Partnership,  entered into a Third Amendment and
Consent to the Seventh  Amended and Restated  Credit  Agreement with the lenders
from time to time a party  thereto,  JPMorgan  Chase Bank and J.P.  Morgan  Bank
Canada, as administrative agent for the lenders, and Deutsche Bank Trust Company
Americas, as syndication agent. The amendment revises covenant levels to provide
the Company with greater financial and operating  flexibility.  The Company also
reduced the credit facility commitments to $300 million from $615 million. There
are no amounts currently outstanding under this credit facility.  This amendment
is being  filed as an  exhibit  to this  report  and is  incorporated  herein by
reference.

         The Company also issued a press release, dated as of December 20, 2002,
announcing  this  amendment to the credit  facility.  This press release is also
filed with this report.

Item 7.  Financial Statement and Exhibits

         (a) Financial statements of businesses acquired.

         Not applicable.

         (b) Pro forma financial information.

         Not applicable.

         (c) Exhibits.

         The following  exhibits are  furnished in  accordance  with Item 601 of
Regulation S-K:

         Exhibit
         Number                          Description of Exhibit
         ------                          ----------------------

         10.18.3 -         Third  Amendment  and Consent to Seventh  Amended and
                           Restated Credit  Agreement,  dated as of December 20,
                           2002, among FelCor Lodging Trust Incorporated, FelCor
                           Lodging Limited Partnership and FelCor Canada Co., as
                           borrowers, the lenders party thereto,  JPMorgan Chase
                           Bank and J.P. Morgan Bank Canada,  as  administrative
                           agents, and Deutsche Bank Trust Company Americas,  as
                           syndication agent.

          99.1 -           Press Release dated December 20, 2002.



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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           FELCOR LODGING TRUST INCORPORATED



Date:   December 23, 2002                   By: /s/ Lawrence D. Robinson
                                               ---------------------------------
                                            Name:  Lawrence D. Robinson
                                            Title: Executive Vice President
                                                   and General Counsel






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                               INDEX TO EXHIBITS



         Exhibit
         Number                          Description of Exhibit
         ------                          ----------------------

         10.18.3 -         Third  Amendment  and Consent to Seventh  Amended and
                           Restated Credit  Agreement,  dated as of December 20,
                           2002, among FelCor Lodging Trust Incorporated, FelCor
                           Lodging Limited Partnership and FelCor Canada Co., as
                           borrowers, the lenders party thereto,  JPMorgan Chase
                           Bank and J.P. Morgan Bank Canada,  as  administrative
                           agents, and Deutsche Bank Trust Company Americas,  as
                           syndication agent.

          99.1 -           Press Release dated December 20, 2002.