Exhibit 3.1.3


                             ARTICLES SUPPLEMENTARY
                                       OF
                        FELCOR LODGING TRUST INCORPORATED


         FELCOR LODGING TRUST INCORPORATED, a Maryland corporation (hereinafter,
the "Company"), hereby certifies as follows:

         FIRST:  According  to the  Charter  of the  Company,  the  Company  has
authority  to issue  200,000,000  shares of Common  Stock,  par value  $0.01 per
share, and 20,000,000  shares of Preferred Stock, par value $0.01 per share, and
the Board of Directors of the Company on April 11,  1996,  classified  6,900,000
unissued shares of the Preferred Stock as "$1.95 Series A Cumulative Convertible
Preferred  Stock" and on March 5, 1998,  reclassified  850,000 shares thereof as
authorized  but unissued  Preferred  Stock  without  designation  as to class or
series,  thus  reducing  the  number  of  authorized  shares  of $1.95  Series A
Cumulative Convertible Preferred Stock to 6,050,000.

         SECOND:  Under the  authority  of the Board of Directors of the Company
set forth in  Article V of the  Charter  of the  Company,  which  authority  was
properly  delegated  by the Board of Directors of the Company on March 10, 2004,
to the Executive Committee of the Board of Directors, the Executive Committee on
March 30, 2004 classified  4,600,000 additional unissued shares of the Company's
Preferred  Stock,  par value  $0.01 per  share,  as "$1.95  Series A  Cumulative
Convertible  Preferred  Stock." As a result,  the aggregate number of authorized
shares of $1.95 Series A Cumulative  Convertible Preferred Stock is increased to
10,650,000.

         THIRD:  The  additional  4,600,000  shares of $1.95 Series A Cumulative
Convertible  Preferred  Stock shall be subject in all  respects to the terms and
conditions of the Company's  Charter and shall have the preferences,  conversion
and other rights,  voting  powers,  restrictions,  limitations  as to dividends,
qualifications,  and terms and  conditions of redemption  that are applicable to
the existing shares of $1.95 Series A Cumulative  Convertible Preferred Stock as
set forth in the Articles  Supplementary  of the Company  accepted for record by
the State Department of Assessments and Taxation of the State of Maryland on May
2, 1996,  except that  dividends on such  additional  shares shall be cumulative
from the first day of the  earliest  Dividend  Period  for  which  dividends  on
previously outstanding shares of $1.95 Series A Cumulative Convertible Preferred
Stock have not been authorized.

         FOURTH:  The total  number of shares of capital  stock that the Company
has authority to issue is (i) 200,000,000  shares of Common Stock,  par value of
$0.01 per share,  and (ii) 20,000,000  shares of Preferred  Stock,  par value of
$0.01 per share, of which 10,650,000 shares have been designated as $1.95 Series
A Cumulative  Convertible Preferred Stock and 67,758 shares have been designated
as 9% Series B Cumulative Convertible Preferred Stock.








         IN WITNESS WHEREOF, the Company has caused these Articles Supplementary
to be signed and  acknowledged  in its name and on its  behalf  this 31st day of
March, 2004, by its President who acknowledges that these Articles Supplementary
are the act of the Company and that, to the best of his  knowledge,  information
and belief and under the penalties of perjury,  all matters and facts  contained
in these Articles Supplementary are true in all material respects.

                                 FELCOR LODGING TRUST INCORPORATED


                                 /s/ Thomas J. Corcoran, Jr.
                                 ----------------------------------------
                                 Thomas J. Corcoran, Jr.,
                                 President and Chief Executive Officer

(Corporate Seal)                 Attest:


                                 By:   /s/ Lawrence D. Robinson
                                    --------------------------------------
                                    Lawrence D. Robinson,
                                    Executive Vice President, General Counsel,
                                    and Secretary






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