EXHIBIT 4.1

                           CERTIFICATE OF DESIGNATION

                                       FOR

                            SERIES A PREFERRED STOCK

                                       OF

                                  LODGIAN, INC.

                         PURSUANT TO SECTION 303 OF THE

                        DELAWARE GENERAL CORPORATION LAW

            Lodgian, Inc., a Delaware corporation (the "Corporation"), HEREBY
CERTIFIES that pursuant to the provisions of Section 303 of the Delaware General
Corporation Law (the "DGCL"), the Corporation, pursuant to the Order dated
November 5, 2002 of the United States Bankruptcy Court for the Southern District
of New York (the "Order") adopted the following resolution effective as of
November 21, 2002 (the "Effective Time"), which resolution remains in full force
and effect as of the date hereof:

            WHEREAS, the Corporation is authorized, pursuant to Section 303 of
the DGCL, without further action by its directors or stockholders to put into
effect and carry out the Order including making any change in its capital or
capital stock;

            WHEREAS, it is the desire of the Corporation, pursuant to such
authority, to authorize and fix the terms of the series of Preferred Stock
designated as Series A Preferred Stock; and

            WHEREAS, capitalized terms used herein and not otherwise defined
shall have the meanings set forth in Section 10 hereof;

            NOW THEREFORE, be it resolved, that the terms and provisions of such
series and all other rights or preferences granted to or imposed upon such
series or the holders thereof are as herein set forth: SECTION 1. DESIGNATION;
RANK. This series of preferred stock shall be designated "Series A Preferred
Stock", par value $0.01 per share (the "Series A Preferred Stock"). The initial
liquidation preference of each share (a "Share") of Series A Preferred Stock,
including shares of Series A Preferred Stock issued as Payment-In-Kind, shall be
$25 (the "Initial Liquidation Value"). The Series A Preferred Stock shall rank,
with respect to dividend rights and rights on liquidation, dissolution and
winding-up, senior to all Junior Securities. SECTION 2. AUTHORIZED NUMBER. The
number of authorized Shares constituting the Series A Preferred Stock shall be
7,100,000. The initial number of Shares issued shall be 5,000,000 with an
aggregate Initial Liquidation Value of $125,000,000. The additional authorized
Shares allow for the payment of the Pay-In-Kind dividends pursuant to Section 3
hereof.

            SECTION 3. DIVIDENDS.

      (a) General Obligation. To the extent permitted under applicable law,
dividends on each Share shall accrue annually in arrears at a rate of 12.25% per
annum of the Liquidation

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Value thereof (the "Dividend Rate"), from November 21, 2002 (the "Date of
Issuance") to the date on which the Liquidation Value of each such Share has
been paid in full. Such dividends shall accrue whether or not they have been
earned or declared and whether or not there are profits, surplus or other funds
of the Corporation legally available for the payment of dividends. (b) Dividend
Payment Date. The accrued dividends shall be payable, in accordance with the
terms of subsection (c), on November 21 of each year, starting with November 21,
2003 (each a "Dividend Payment Date") to the holders of record of Series A
Preferred Stock, as they appear on the stock records of the Corporation at the
close of business on such record date as shall be fixed by the Board of
Directors not more than 60 or less than 10 days preceding such Dividend Payment
Date.

      (c) Payment Method. The Corporation shall make dividend payments on each
Dividend Payment Date in accordance with the following provisions:

            (i) On the first Dividend Payment Date following the Date of
Issuance the Corporation shall Pay-In-Kind all dividends;

            (ii) On each of the two consecutive Dividend Payment Dates following
the first Dividend Payment Date, the Corporation, at the sole discretion of its
Board of Directors, shall pay all accrued and unpaid dividends either as
Payment-In-Kind or, to the extent permitted under applicable law, out of funds
legally available therefor, in cash. The Corporation shall give written notice
to the record holders of Series A Preferred Stock of its intention to
Pay-In-Kind, pursuant to this clause (ii), at least 5 business days prior to the
applicable Dividend Payment Date.

            (iii) On each Dividend Payment Date following the third Dividend
Payment Date, the Corporation shall pay, to the extent permitted under
applicable law, out of funds legally available therefor, all accrued and unpaid
dividends in cash, and to the extent not paid in cash, such dividends shall
accrue and accumulate on each such Dividend Payment Date and shall remain
accumulated and unpaid dividends until paid.

      (d) Distribution of Partial Dividend Payments. With regards to cash
dividends, to the extent the Corporation, in accordance with the foregoing
provisions of this Section 3, is limited to paying less than the total amount of
dividends then accrued and unpaid with respect to the Series A Preferred Stock,
such payment will be distributed among the holders of the Series A Preferred
Stock pro rata based upon the aggregate accrued but unpaid dividends on the
Share(s) held by each such holder, and any amounts of such dividends remaining
thereafter shall be accumulated and shall remain accumulated and unpaid
dividends with respect to such Share(s) until paid.

      (e) Dividend Preference. No dividend, distribution, repurchase,
redemption, or payment of cash or property (other than solely in shares of
common stock or a partial cash dividend on Parity Securities that is paid pro
rata on the Series A Preferred Stock) shall be declared, paid, set aside for
payment or made on or with respect to any Junior Securities or Parity
Securities, either directly or indirectly, unless and until (i) all accrued and
unpaid dividends (including all accumulated and unpaid dividends) on each Share
that the holder of such Share is

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entitled to receive pursuant to this Section 3, including pro rata dividends for
the period from last Dividend Payment Date to the date of such dividend,
distribution, repurchase, redemption or payment, have been paid in full and (ii)
the conditions to such dividend, distribution, repurchase, redemption or payment
set forth in Section 6 hereof have been satisfied.

            SECTION 4. LIQUIDATION. Upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, holders of the Series
A Preferred Stock shall be entitled to be paid, before any distribution or
payment is made upon any of the Junior Securities, an amount in cash equal to
the aggregate Liquidation Value of all such Series A Preferred Stock outstanding
on the date of such liquidation, dissolution or winding up, and the holders of
Series A Preferred Stock shall not be entitled to any further payment. If upon
any such liquidation, dissolution or winding up of the Corporation, the
Corporation's assets (or proceeds thereof) to be distributed among the holders
of the Series A Preferred Stock and any Parity Securities are insufficient to
permit payment in full to such holders of the aggregate amount which they are
entitled to be paid, then the entire assets to be distributed shall be
distributed ratably among such holders based upon, in the case of holders of the
Series A Preferred Stock, the aggregate Liquidation Value of the Series A
Preferred Stock held by each such holder on the date of such liquidation,
dissolution or winding up and, in the case of holders of any Parity Securities,
the liquidation preference and accumulated and unpaid dividends which they are
entitled to pursuant to such Parity Securities. The Corporation shall mail
written notice of such liquidation, dissolution or winding up, not less than 10
days prior to the payment date statement therein, to each record holder of
Series A Preferred Stock. Neither the consolidation or merger of the Corporation
into or with any other Person or Persons, nor the reduction of the capital stock
of the Corporation, shall be deemed to be a liquidation, dissolution or winding
up of the Corporation within the meaning of this Section 4.

            SECTION 5. REDEMPTION.

      (a) Optional Redemption. Prior to November 21, 2012, the Series A
Preferred Stock shall be redeemable at the option of the Corporation for cash,
in whole or in part out of funds legally available therefor, at any time and
from time to time, at the redemption prices per share (expressed as a percentage
of the Liquidation Value thereof as of the date of such redemption) set forth
below (the "Redemption Price"), if redeemed during the twelve-month period
beginning November 21 of each of the calendar years indicated below:

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YEAR                                                         PERCENTAGE

2002...................................................      105%

2003...................................................      104%

2004...................................................      103%

2005...................................................      102%

2006...................................................      101%

2007 and thereafter....................................      100%

      (b) Mandatory Redemption. On November 21, 2012 (the "Scheduled Redemption
Date") the Corporation shall redeem all remaining outstanding Shares out of
funds legally available therefor, at a price per Share equal to the Liquidation
Value thereof as of the date of such redemption.

      (c) Payment of Redemption Price. For each Share which is to be redeemed,
the Corporation shall be obligated on the Redemption Date to pay to the holder
thereof (upon surrender by such holder at the Corporation's principal office of
the certificate representing such Share) the Redemption Price in immediately
available funds. If the Corporation's funds which are legally available for
redemption of Shares on any date of such redemption are insufficient to redeem
the total number of Shares to be redeemed on such date, those funds which are
legally available shall be used to redeem the maximum possible number of Shares
ratably among the holders of the Shares to be redeemed based upon the aggregate
Liquidation Value of such Shares held by each such holder on the date of such
redemption. At each Dividend Payment Date thereafter, all funds of the
Corporation that are legally available for the redemption of Shares shall
immediately be used to redeem the balance of the Shares which the Corporation
did not redeem on the date of such redemption. Without limiting any rights of
the holders of Series A Preferred Stock which are set forth in the Certificate
of Incorporation of the Corporation or are otherwise available under law, the
balance of the Shares which the Corporation has become obligated to redeem on
the date of any such redemption but which it has not redeemed shall continue to
have all of the powers, designations, preferences and relative participating,
optional, and other special rights (including without limitation, rights to
accrue dividends) which such Shares had prior to such date, until the Redemption
Price has been paid in full with respect to such Shares.

      (d) Notice of Redemption. Except as otherwise provided herein, the
Corporation shall mail written notice of each redemption of Series A Preferred
Stock to each record holder not more than 60 nor less than 30 days prior to the
date on which such redemption is to be made. In case fewer than the total number
of Shares represented by any certificate are redeemed, a new certificate
representing the number of unredeemed Shares shall be issued to the holder
thereof without cost to such holder within 3 business days after surrender by
such holder of the certificate representing the redeemed Shares.

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      (e) Dividends After Redemption Date; Rights of Stockholder. No Share is
entitled to any dividends accruing after the Redemption Date of such Share. On
such Redemption Date all rights of the holder of such Share as a holder shall
cease, and such Share shall not be deemed to be outstanding.

      (f) Redeemed or Otherwise Acquired Shares. Any Shares which are redeemed
or otherwise acquired by the Corporation shall be canceled and shall not be
reissued, sold or transferred thereafter.

            SECTION 6. PRIORITY OF SERIES A PREFERRED STOCK ON DIVIDENDS AND
REDEMPTIONS. So long as any Shares remain outstanding, without the prior written
consent of the holders of a majority of the outstanding Shares, the Corporation
shall not, nor shall it permit any Subsidiary to, redeem, retire, purchase or
otherwise acquire for value directly or indirectly any Junior Securities or
Parity Securities (other than upon conversion of convertible preferred stock
into common stock), nor shall any moneys or property be paid into or set apart,
or made available for the purchase, redemption or other retirement of any Junior
Securities or Parity Securities, nor shall the Corporation directly or
indirectly pay or declare any dividend or make any distribution (either in cash
or property) with respect to any Junior Securities or Parity Securities (other
than dividends payable in compliance with Section 3(e)).

            SECTION 7. VOTING RIGHTS.

      (a) General. The holders of Series A Preferred Stock shall have no voting
rights other than those voting rights prescribed by law or set forth in this
Certificate of Designation.

      (b) Corporate Action Requiring Affirmative Vote of Holders of Shares of
Series A Preferred Stock. So long as any Shares are outstanding, the Corporation
shall not:

            (i) Without first obtaining the consent, given in person or by
proxy, either in writing or at any meeting called for that purpose, of the
record holders of at least a majority of the Shares then outstanding,

                    (1) increase the authorized number of Shares;

                    (2) amend, alter, change, or repeal (by merger or otherwise)
any provision of the Certificate of Incorporation or Bylaws of the Corporation
or any terms or provisions of this Certificate of Designation so as to affect
the relative rights, preferences, qualifications, limitations or restrictions of
the Series A Preferred Stock; or

                    (3) enter into a share exchange, reorganization,
recapitalization or other similar transaction that affects the Series A
Preferred Stock, or consolidate, merge with or into, or enter into a business
combination with, or sell, assign, transfer, lease, convey or otherwise dispose
of all or substantially all of its properties or assets to, another Person,
unless (A) the entity formed by such consolidation, merger or business
combination (if other than the Corporation) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made (in any
such case, the "resulting entity") is a corporation organized and existing under
the laws of the United States, any State thereof or the District of Columbia,
and (B) if the Corporation is not the resulting entity, the Shares are converted
into or exchanged for

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and become shares of such resulting entity, having in respect of such resulting
entity the same (or more favorable) powers, preferences and relative rights,
qualifications, limitations and restrictions that Shares of the Series A
Preferred Stock had immediately prior to such transaction (it being understood
that the resulting entity shall thereafter be deemed to be the "Corporation" for
all purposes of this Certificate and the predecessor shall be relieved of all
obligations with respect to the Series A Preferred Stock).

            (ii) For the purpose of this Section 7, except as otherwise
specifically provided, the holders of Series A Preferred Stock shall vote as one
class, and each holder of Series A Preferred Stock shall be entitled to one vote
for each Share held. The consent or votes under this Section 7 shall be in
addition to any approval of stockholders of the Corporation that may be required
by law or pursuant to any provision of the Corporation's Certificate of
Incorporation or Bylaws.

            SECTION 8. REGISTRATION OF TRANSFER. The Corporation shall keep at
its principal office a register for the registration of Series A Preferred
Stock. Upon the surrender of any certificate representing Series A Preferred
Stock at such place, the Corporation shall, at the request of the record holder
of such certificate, execute and deliver (at the Corporation's expense) a new
certificate or certificates in exchange therefor representing in the aggregate
the number of Shares represented by the surrendered certificate. Each such new
certificate shall be registered in such name and shall represent such number of
Shares as is requested by the holder of the surrendered certificate and shall be
substantially identical in form to the surrendered certificate.

            SECTION 9. REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, extraction or mutilation of
any certificate evidencing any Shares, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation, or, in the case of any such mutilation upon surrender of such
certificate, the Corporation shall (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
Shares represented by such lost, stolen, destroyed or mutilated certificate and
dated the date of such lost, stolen, destroyed or mutilated certificate.

            SECTION 10. DEFINITIONS. Unless defined elsewhere herein, each
capitalized term shall have the meaning assigned to such term below:

            "Date of Issuance" shall have the meaning set forth in Section 3.

            "Dividend Rate" shall have the meaning set forth in Section 3.

            "Dividend Payment Date" shall have the meaning set forth in Section
3.

            "Initial Liquidation Value" shall have the meaning set forth in
Section 1.

            "Junior Securities" means any of the Corporation's securities
(except for the Series A Preferred Stock), whether presently issued and
outstanding or hereafter authorized and issued, the terms of which do not
expressly provide that such securities rank senior to or on a

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parity with the Series A Preferred Stock as to dividend distributions and
distributions upon the Corporation's liquidation, dissolution and winding-up.

            "Liquidation Value" as to any Share as of any date of determination,
means an amount equal to the sum of (x) the Initial Liquidation Value of such
Share, (y) all accumulated and unpaid dividends with respect to such Share as of
the date of determination and (z) in the case of liquidation pursuant to Section
4 or redemption pursuant to Section 5, all accrued and unpaid dividends with
respect to such Share as of the date of such determination, including pro rata
dividends for the period from the last Dividend Payment Date to the date of
determination, whether or not declared to the date of such determination.

            "Order" shall have the meaning set forth in the preamble.

            "Parity Securities" means any class or series of the Corporation's
securities, whether presently issued and outstanding or hereafter authorized and
issued, the terms of which expressly provide that such class or series will rank
on a parity with the Series A Preferred Stock as to dividend distributions and
distributions upon the Corporation's liquidation, dissolution and winding-up.

            "Pay-In-Kind" or "Payment-In-Kind" with respect to any Dividend
Payment Date, means the issuance by the Corporation to each holder of record of
one or more outstanding Shares a number of additional Shares (or fractional
portion thereof) that have an aggregate Liquidation Value equal to the amount of
accrued dividends on such outstanding Share(s) as of such Dividend Payment Date.

            "Person" means any individual, sole proprietorship, partnership
(including a limited partnership), joint venture, trust, unincorporated
organization, association, corporation, institution, public benefit corporation,
limited liability company, joint stock company, entity or government (whether
federal, state, county, city, municipal or otherwise, including, without
limitation, any instrumentality, division, agency, body or department thereof)
or any other business entity.

            "Redemption Date" as to any Share means the Scheduled Redemption
Date or the applicable date specified herein in the case of any other
redemption; provided, that no such date shall be a Redemption Date unless the
applicable Redemption Price is actually paid in full in cash, and if not so
paid, the Redemption Date shall be the date on which such Redemption Price is
fully paid in cash.

            "Redemption Price" shall have the meaning set forth in Section 5.

            "Scheduled Redemption Date" shall have the meaning set forth in
Section 5.

            "Series A Preferred Stock" shall have the meaning set forth in
Section 1.

            "Share" shall have the meaning set forth in Section 1.

            "Stock" means all shares, options, warrants, general or limited
partnership interests, participation or other equivalents (regardless of how
designated) of or in a Person,

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whether voting or nonvoting, including, without limitation, common stock,
preferred stock, or any other "equity security" (as such term is defined in Rule
3a11-1 of the General Rules and Regulations promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended),
including without limitation, any securities with profit participation features,
and any rights, warrants, options or other securities convertible into or
exercisable or exchangeable for any such shares, equity or profits interests,
participations or other equivalents, or such other securities, directly or
indirectly (or any equivalent ownership interests, in the case of a Person which
is not a corporation).

            "Subsidiary" shall mean, with respect to any Person, (i) any
corporation of which an aggregate of 50% or more of the outstanding Stock having
ordinary voting power to elect a majority of the board of directors, managers or
trustees of such corporation (irrespective of whether, at the time, Stock of any
class or classes of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time, directly or
indirectly, owned legally or beneficially or controlled, directly or indirectly,
by such Person and/or one or more Subsidiaries of such Person, or any
combination thereof, or with respect to which any such Person has the right to
vote or designate the vote of 50% or more of such Stock whether by proxy,
agreement, operation of law or otherwise, (ii) any partnership, limited
liability company, association or other business entity, in which such Person
and/or one or more Subsidiaries of such Person shall have 50% or more of the
partnership or other similar ownership interests thereof (whether in the form of
voting or participation in profits or capital contribution), and (iii) all other
Persons from time to time included in the consolidated financial statements of
such Person. For purposes hereof, a Person or Persons shall be deemed to have
50% or more ownership interest in a limited liability company, partnership,
association or other business entity if such Person or Persons shall be
allocated 50% or more of limited liability company, partnership, association or
other business entity gains or losses or shall be or control any managing
director or general partner of such limited liability company, partnership,
association or other business entity.

            SECTION 11. AMENDMENT AND WAIVER. No amendment, modification or
waiver shall be binding or effective with respect to any of the provisions
stating the number, designation, relative rights, preferences, qualifications,
limitations or restrictions of the Series A Preferred Stock, without the prior
written consent of the holders of at least a majority of Shares then
outstanding.

            SECTION 12. NOTICES. Except as otherwise expressly provided herein,
all notices referred to herein shall be in writing and shall be delivered by
registered or certified mail, return receipt requested, postage prepaid and
shall be deemed to have been given four business days after being deposited in
the mail (i) to the Corporation, at its principal executive offices and (ii) to
any stockholder, at such holder's address as it appears in the stock records of
the Corporation (unless otherwise indicated by any such holder).

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            IN WITNESS WHEREOF, Lodgian, Inc. has caused this Certificate of
Designation to be signed by the undersigned this 21st day of November 2002.

                                         LODGIAN, INC.


                                         By: /s/ Daniel E. Ellis
                                             -----------------------------------
                                             Name:  Daniel E. Ellis
                                             Title: Vice President and Secretary