SUPPLEMENT AND AMENDMENT TO DEPOSIT AGREEMENT

EXHIBIT 4.11.2

SUPPLEMENT AND AMENDMENT TO DEPOSIT AGREEMENT

This Supplement and Amendment to Deposit Agreement (this “Supplement”) is entered into by FelCor Lodging Trust Incorporated, a Maryland corporation (the “Company”), and SunTrust Bank, a Georgia banking corporation (the “Depositary”), as of August 30, 2005, to supplement and amend the Deposit Agreement (the “Agreement”), dated as of April 7, 2005, by and among the Company, the Depositary and the holders (the “Holders”) from time to time of the Receipts (as defined below).

R E C I T A L S:

WHEREAS, in connection with the previous offering by the Company of depositary shares (the “Depositary Shares”), each representing a fractional interest of 1/100 of a share of Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) of the Company, the Company, the Depositary and the Holders entered into the Agreement whereby the Company delivered to the Depositary Series C Preferred Stock certificates (the “Certificates”) registered in the name of the Depositary evidencing 54,000 shares of Series C Preferred Stock, along with such instruments of transfer and endorsement as required by the Depositary, and the Depositary agreed to issue Depositary Receipts (“Receipts”) for each Depositary Share representing the Series C Preferred Stock as directed by the Company pursuant to an order from the Company;

WHEREAS, the Company now proposes to offer and sell an additional 1,398,000 Depositary Shares representing 13,980 shares of Series C Preferred Stock, for which the Company shall deliver Certificates, registered in the name of the Depositary evidencing 13,980 shares of Series C Preferred Stock, to the Depositary, and the Depositary agrees to issue Receipts for the additional Depositary Shares as provided in this Supplement pursuant to the Agreement; and

WHEREAS, in accordance with Section 7.1 of the Agreement, the Company and the Depositary desire to amend the Agreement without the approval of the Holders.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

1.         Supplement for Additional Shares.     The first paragraph of Section 2.2 of the Agreement provides as follows:

“Concurrently with the execution of this Agreement, the Company is delivering to the Depositary a certificate or certificates, registered in the name of the Depositary and evidencing Preferred Shares, properly endorsed or accompanied, if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary, together with (i) all such certifications as may be required by the Depositary in accordance with the provisions of this Deposit Agreement and (ii) a written order of the Company