EXHIBIT 14.1

FREQUENTLY ASKED QUESTIONS

GENERAL INFORMATION

The attached Code of Business Conduct and Ethics has been adopted by the Board
of Directors of FelCor Lodging Trust Incorporated to protect our company's
reputation for honesty and integrity and to promote compliance with laws, rules
and regulations. The following questions and answers provide important
information regarding the code and your obligations under it. These questions
and answers are not intended to address all aspects of the code or your
obligations, and do not limit or modify your responsibilities under the code.

WHO IS COVERED BY THE CODE?

If you are a director, officer or employee of FelCor Lodging Trust Incorporated,
you are subject to this code. At least annually, you will be required to sign a
statement certifying that, among other things, you have read and understand the
code and agree to comply with it.

WHAT DO I NEED TO DO TO BE SURE I COMPLY WITH THE CODE?

Read the code carefully and consider how it may impact what you do. You are
encouraged to make a list of questions that you have about the code and your
responsibilities under it. Larry Robinson, our general counsel, will hold one or
two information sessions for employees over the next month to explain the code
and its application to you. Those sessions will provide you with an opportunity
to raise any questions that you may have.

WHAT IF I'M NOT SURE WHAT IS REQUIRED UNDER THE LAW?

The code requires you to comply with applicable laws, rules and regulations. If
you have questions regarding either the applicability of, or the conduct
required to comply with, any law, rule or regulation, you should seek advice
from the company's legal department.

WHAT IS A "CONFLICT OF INTEREST"?

A "conflict of interest" exists when your personal or private interest
interferes in any way with the interests of the company or your ability to
perform your work objectively and effectively.

WHAT IF I'M NOT SURE OF MY OBLIGATIONS IN A PARTICULAR SITUATION?

You are encouraged to talk to your supervisors, managers or other appropriate
personnel when you are in doubt about the best course of action in a particular
circumstance. Tom Corcoran and Larry Robinson are each authorized to determine
whether a particular circumstance involving an employee would violate the code.

IF I KNOW OF, OR SUSPECT, A VIOLATION OF THE CODE, WHOM SHOULD I TELL?

You should put it in writing and send it to Tom Corcoran, Larry Robinson or
Barbara Lacy. If the violation involves one of those persons, or a director of
the company, you should send it to Mr. Ellwood, as the chairman of the Corporate
Governance and Nominating Committee of the Board, or Robert W. Dockery, the
company's principal outside legal counsel. Contact information for each of these
individuals appears at the end of the code.

WHAT IF MY SUPERVISOR TELLS ME TO DO SOMETHING THAT WOULD VIOLATE THE CODE?

Don't do it, report it. No one has the right to order, or even ask, you to
violate this code or the law. If anyone does, THEY are violating this code.

CAN I GET IN TROUBLE FOR REPORTING A VIOLATION OF THE CODE BY SOMEONE ELSE?

No. You may report a violation or suspected violation anonymously. Even if you
identify yourself in the report, it is the policy of our company not to allow
actual or threatened retaliation, harassment or discrimination due to reports of
misconduct by others that are made, in good faith, by employees.

FELCOR LODGING TRUST INCORPORATED
CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

Our company's reputation for honesty and integrity is the sum of the
personal reputations of our directors, officers and employees. To protect this
reputation and to promote compliance with laws, rules and regulations, this Code
of Business Conduct and Ethics has been adopted by our Board of Directors.

This Code sets out the basic standards of ethics and conduct to which
all of our directors, officers and employees are held. These standards are
designed to deter wrongdoing and to promote honest and ethical conduct, but will
not cover all situations. If you have any doubts whatsoever as to the propriety
of a particular situation, you should submit it in writing to Thomas J.
Corcoran, Jr., our company's president, Lawrence D. Robinson, our executive vice
president and general counsel, or Barbara Lacy, our vice president and office
manager. If your concern relates to one of those individuals, you should submit
your concern, in writing, to Richard S. Ellwood, the chairman of the Corporate
Governance and Nominating Committee of our Board of Directors, or Robert W.
Dockery, our principal outside legal counsel. The mailing and e-mail addresses,
as well as the telephone and facsimile numbers, of each of these persons is set
forth at the end of this Code.

Those who violate the standards set out in this Code will be subject to
disciplinary action.

1. SCOPE

If you are a director, officer or employee of FelCor Lodging Trust
Incorporated, you are subject to this Code.

2. HONEST AND ETHICAL CONDUCT

We, as a company, require honest and ethical conduct from all persons
subject to this Code. Each of you has a responsibility to all other directors,
officers and employees of our company, and to our company itself, to act in good
faith, responsibly, with due care, competence and diligence, without
misrepresenting material facts or allowing your independent judgment to be
subordinated and otherwise to conduct yourself in a manner that meets with the
highest ethical and legal standards. Our reputation, as a company, depends upon
the ethical and legal conduct of all of our directors, officers and employees.

3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

You are required to comply with all applicable governmental laws, rules
and regulations. Obeying the law, both in letter and in spirit, is the
foundation on which our company's ethical standards are built. Although you are
not expected to know the details of all the applicable laws, rules and
regulations, it is expected that if you have questions regarding either the
applicability of, or the conduct required to comply with, any law, rule or
regulation you will seek advice from our company's legal department.

4. CONFLICTS OF INTEREST

You must handle in an ethical manner any actual or apparent conflict of
interest between your personal and business relationships. Conflicts of interest
are prohibited as a matter of policy. A "conflict of interest" exists when a
person's private interest interferes in any way with the interests of our
company, as a whole. For example, a conflict situation arises if you take
actions or have interests that interfere with your ability to perform your work
for our company objectively and effectively. Conflicts of interest also will
arise if you, or a member of your family, receive an improper personal benefit
as a result of your position with our company. Loans to, or guarantees of the
obligations of, you or your family members by our company or by persons doing
business with our company are of special concern to us and must be disclosed, in
writing, to the company's president or general counsel.

If you become aware of any material transaction or relationship that
reasonably could be expected to give rise to a conflict of interest, you should
report it to our company's president or general counsel.

Conflicts of interest may not always be clear-cut, so if you have a
question regarding a situation that may give rise to a conflict of interest, you
should consult with our company's legal department. Certain kinds of
transactions or relationships may raise issues of conflict of interest, but are
not necessarily improper or adverse to our company's best interests. The
following standards apply to certain common situations where potential conflicts
of interest may arise:

A. GIFTS AND ENTERTAINMENT

Personal gifts and entertainment offered by persons doing business with
our company may be accepted when offered in the ordinary and normal course of
the business relationship. However, the frequency and cost of any such gifts or
entertainment may not be so excessive that your ability to exercise independent
judgment on behalf of our company is or may appear to be compromised.
Accordingly, if you receive or are offered a gift that you believe to have a
value in excess of $100, or entertainment that is in excess of usual and
customary levels, by any person providing or offering goods or services to our
company, you must promptly disclose the same to our company's president or
general counsel (or the chairman of the Corporate Governance and Nominating
Committee of the Board of Directors in the case of the company's president or a
director), who will determine whether the gift or entertainment is improper,
based upon the standards set out in this Code. Any gift or entertainment
determined to be improper must be returned, reimbursed or refused by you.

B. FINANCIAL INTERESTS IN OTHER ORGANIZATIONS

The determination of whether any outside investment, financial
arrangement or other interest in another organization is improper depends on the
facts and circumstances of each case. Your ownership of an interest in another
organization may be inappropriate if the other organization has a material
business relationship with, or is a direct competitor of, our company and your
financial interest is of such a size that your ability to exercise independent
judgment on behalf of our company is or may appear to be compromised. As a
general rule, a passive investment would not likely be considered improper if
it: (1) is in publicly traded shares; (2) represents less than 1% of the
outstanding equity of the organization in question; and (3) represents less than
5% of your net worth. If you are not certain whether any investment, financial
arrangement or interest in another organization would be inappropriate, the
details of your investment, financial arrangement or interest must be fully
disclosed to our company's president or general counsel (or the Board of
Directors or the Corporate Governance and Nominating Committee of the Board of
Directors, if you are the president or a director of our company), who will make
a determination whether it is inappropriate, based upon the standards set out in
this Code.

C. OUTSIDE BUSINESS ACTIVITIES

The determination of whether any outside position you may hold is
improper will depend on the facts and circumstances of each case. Your
involvement in trade associations, professional societies, and charitable and
similar organizations will not normally be viewed as improper. However, if those
activities are likely to take substantial time from or otherwise conflict with
your responsibilities to our company, you should obtain prior approval from your
supervisor. Other outside associations or activities in which you may be
involved are likely to be viewed as improper only if they would interfere with
your ability to devote proper time and attention to your responsibilities to our
company or if your involvement is with another company with which our company
does business or competes. For a director, employment or affiliation with a
company with which our company does business or competes would be improper
unless fully disclosed to and approved by our company's Board of Directors or
the Corporate Governance and Nominating Committee of the Board of Directors and
satisfies any other standards established by applicable law, rule (including
rule of any applicable stock exchange) or regulation and any other corporate
governance guidelines that our company may establish.

D. INDIRECT VIOLATIONS

You should not indirectly, through a spouse, family member, affiliate,
friend, partner, or associate, have any interest or engage in any activity which
would violate this Code if you directly had the interest or engaged in the
activity. Any such relationship should be fully disclosed to our company's
president or general counsel (or the Board of Directors or the Corporate
Governance and Nominating Committee of the Board of Directors if you are the
president or a director of our company), who will make a determination whether
the relationship is inappropriate, based upon the standards set out in this
Code.

5. CORPORATE OPPORTUNITIES

You are prohibited from taking for yourself, personally, opportunities
that are discovered through the use of corporate property, information or
position. You may not use corporate property, information, or position for
personal gain, or to compete with our company directly. You owe a duty to our
company to advance its legitimate interests whenever the opportunity to do so
arises.

A diversion of a corporate opportunity or competition with our company
that is improper may not always be clear-cut, so if you have a question, you
should consult with our company's legal department. Certain kinds of
transactions or relationships may raise issues, but are not necessarily improper
or adverse to our company's best interests. Some common situations where these
issues can arise are discussed in paragraphs 4 and 10 of this Code. If you are
not certain whether an opportunity or activity would be improper, you should not
pursue it before disclosing it to our company's president or general counsel (or
the Board of Directors or the Corporate Governance and Nominating Committee if
you are our president or a director of our company), who will make a
determination whether the opportunity or activity is inappropriate, based upon
the standards set out in this Code.

6. FAIR DEALING

You should endeavor to deal fairly with our company's suppliers,
competitors and employees and with other persons with whom our company does
business. You should not take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material
facts, or any other unfair-dealing practice.

7. PUBLIC DISCLOSURES

It is our company's policy to provide full, fair, accurate, timely, and
understandable disclosure in all reports and documents that we file with, or
submit to, the Securities and Exchange Commission and in all other public
communications made by our company.

8. CONFIDENTIALITY

You should maintain the confidentiality of all confidential information
entrusted to you by our company or by persons with whom our company does
business, except when disclosure is authorized or legally mandated. Confidential
information includes all non-public information that might be of use to
competitors of, or harmful to, our company or persons with whom our company does
business, if disclosed.

9. INSIDER TRADING

If you have access to material, non-public information concerning our
company, you are not permitted to use or share that information for stock
trading purposes, or for any other purpose except the conduct of our company's
business. All non-public information about our company should be considered
confidential information. Insider trading, which is the use of material,
non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information, is not only
unethical but also illegal. Violations of this prohibition against "insider
trading" may subject you to criminal or civil liability, in addition to
disciplinary action by our company. If you have any questions, please consult
our company's legal department.

10. PROTECTION AND PROPER USE OF COMPANY ASSETS

You should protect our company's assets and promote their efficient
use. Theft, carelessness, and waste have a direct impact on our company's
profitability. All corporate assets should be used for legitimate business
purposes.

In general, if you have any question as to the propriety of any
personal usage of our company's assets, you should disclose the proposed usage
to our company's president or general counsel (or the Board of Directors or the
Corporate Governance and Nominating Committee if you are our president or a
director), who will make a determination as to the propriety of any proposed
usage. However, specific standards applicable to several common situations are
discussed below:

A. COMPLIMENTARY OR DISCOUNTED HOTEL SERVICES

Independent third party managers operate all of our company's hotels,
and their decision with respect to the granting of requests for complementary
and/or discounted hotel services by directors, officers and employees of our
company will be final. Any privileges that may be extended to you by our third
party managers should not be abused.

B. OFFICE SUPPLIES AND SERVICES

Office supplies and equipment belonging to our company should be used
for corporate purposes, although we will permit some nominal usage of these
items for your personal benefit. For example, you may use the corporation's
copiers to make a limited number of personal copies. However, if you use our
company's Federal Express account, postage meter or long-distance telephone
services for personal purposes, you should arrange to reimburse our company for
any out-of-pocket expenses incurred by it. If you have any question as to the
propriety of any personal usage of our company's office supplies or equipment,
you should discuss the same with our company's president, general counsel or
office manager, who will make a determination as to the propriety of any
proposed use.

11. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

If you are uncertain whether a particular activity or relationship is
improper under this Code or requires a waiver of this Code, you should disclose
it to our company's president or general counsel (or the Board of Directors or
Corporate Governance and Nominating Committee if you are our president or
director), who will make a determination first whether a waiver of this Code is
required and second, if required, whether a waiver will be granted. You may be
required to agree to conditions before a waiver or a continuing waiver is
granted. However, any waiver of this Code for an executive officer or director
may be made only by the Company's Board of Directors or the Corporate Governance
and Nominating Committee of the Board of Directors. In addition, any waiver, or
implicit waiver, of this Code for an executive officer or director must be
promptly disclosed by our company to the extent required by applicable law, rule
(including any rule of any applicable stock exchange) or regulation.

12. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

Our company desires to promote ethical behavior. Employees are
encouraged to talk to supervisors, managers or other appropriate personnel when
in doubt about the best course of action in a particular situation.
Additionally, employees should promptly report violations of laws, rules,
regulations or this Code to our company's president or general counsel. Any
report or allegation of a violation of applicable laws, rules, regulations or
this Code need not be signed and may be sent anonymously. All reports of
violations of this Code, including reports sent anonymously, will be promptly
investigated and, if found to be accurate, acted upon in a timely manner. If any
report of wrongdoing relates to accounting or financial reporting matters, or
relates to persons involved in the development or implementation of our
company's system of internal controls, a copy of the report will be promptly
provided to the chairman of the Audit Committee of the Board of Directors, which
may participate in the investigation and resolution of the matter. It is the
policy of our company not to allow actual or threatened retaliation, harassment
or discrimination due to reports of misconduct by others made in good faith by
employees. Employees are expected to cooperate in internal investigations of
misconduct.

13. COMPLIANCE STANDARDS AND PROCEDURES

This Code is intended as a statement of basic principles and standards
and does not include specific rules that apply to every situation. Its contents
have to be viewed within the framework of our company's other policies,
practices, instructions and the requirements of the law. This Code is in
addition to other policies, practices or instructions of our company that must
be observed. Moreover, the absence of a specific corporate policy, practice or
instruction covering a particular situation does not relieve you of the
responsibility for exercising the highest ethical standards applicable to the
circumstances.

In some situations, it is difficult to know right from wrong. Because
this Code does not anticipate every situation that will arise, it is important
that each of you approach a new question or problem in a deliberate fashion:

(a) Determine if all facts are known.

(b) Determine what is the specific conduct or action in question.

(d) Discuss the problem with a supervisor.

(e) Seek help from other resources such as other management
personnel or our company's legal department.

(f) Seek guidance before taking any action that you believe may be
unethical or dishonest.

You will be governed by the following compliance standards:

o You are personally responsible for your own conduct and for
complying with all provisions of this Code and for properly
reporting known or suspected violations;

o If you are a supervisor, manager, director or officer, you
must use your best efforts to ensure that employees understand
and comply with this Code;

o No one has the authority or right to order, request or even
influence you to violate this Code or the law; a request or
order from another person will not be an excuse for your
violation of this Code;

o Any attempt by you to induce another director, officer or
employee of our company to violate this Code, whether
successful or not, is itself a violation of this Code and may
be a violation of law;

o Any retaliation or threat of retaliation against any director,
officer or employee of our company for refusing to violate
this Code, or for reporting in good faith the violation or
suspected violation of this Code, is itself a violation of
this Code and may be a violation of law; and

o Our company expects that every reported violation of this Code
will be investigated.

Violation of any of the standards contained in this Code, or in any
other policy, practice or instruction of our company, can result in disciplinary
actions, including dismissal and civil or criminal action against the violator.
This Code should not be construed as a contract of employment and does not
change any person's status as an at-will employee.

This Code is for the benefit of our company, and no other person is
entitled to enforce this Code. This Code does not, and should not be construed
to, create any private cause of action or remedy in any other person for a
violation of the Code.

The name, address, telephone number, facsimile number and e-mail
address of each person designated to receive and take action upon notices or
inquiries under this Code is set forth below:

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Thomas J. Corcoran, Jr. Lawrence D. Robinson Barbara Lacy
President & Chief Executive Executive Vice President & Vice President and
Officer General Counsel Office Manager
FelCor Lodging Trust Incorporated FelCor Lodging Trust Incorporated FelCor Lodging Trust Incorporated
545 E. John Carpenter Freeway 545 E. John Carpenter Freeway 545 E. John Carpenter Freeway
Suite 1300 Suite 1300 Suite 1300
Irving, Texas 75062 Irving, Texas 75062 Irving, Texas 75062

Phone: (972) 444-4901 Phone: (972) 444-4908 Phone: (972) 444-4921
Fax: (972) 444-4949 Fax: (972) 444-4949 Fax: (972)
e-mail: tcorcoran@felcor.com e-mail: lrobinson@felcor.com e-mail: blacy@felcor.com

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Richard S. Ellwood Robert W. Dockery
Chairman, Corporate Governance Outside Legal Counsel
and Nominating Committee Jenkens & Gilchrist, P.C.
12 Auldwood Lane 1445 Ross Avenue, Suite 3200
Rumson, New Jersey 07760 Dallas, Texas 75202

Phone: (732) 842-6464 Phone: (214) 855-4163
Fax: (732) 842-6473 Fax: (214) 855-4300
e-mail: rsellwood@aol.com e-mail: rdockery@jenkens.com

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