Exhibit 10.1.4



                               FOURTH AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                      OF FELCOR LODGING LIMITED PARTNERSHIP


         This Fourth  Amendment  to Second  Amended and  Restated  Agreement  of
Limited Partnership of FelCor Lodging Limited Partnership (the "Partnership") is
made and entered into effective as of April 2, 2004, by and among FelCor Lodging
Trust Incorporated, a Maryland corporation, as the General Partner (the "General
Partner")  and all of the persons and  entities  who are, or shall in the future
become, Limited Partners of the Partnership in accordance with the provisions of
the Partnership Agreement (as hereinafter defined).

                                R E C I T A L S:

         A. The General Partner and the existing  Limited  Partners (the General
Partner  and the  Limited  Partners,  collectively,  referred  to  herein as the
"Partners")  have previously  executed and delivered that certain Second Amended
and  Restated  Agreement  of  Limited  Partnership  of  FelCor  Lodging  Limited
Partnership,  dated as of December  31,  2001,  as amended (as  amended,  herein
referred  to as the  "Partnership  Agreement"),  and the  Partnership  Agreement
governs the Partnership.

         B. The General  Partner has  previously  designated  and  established a
class of Partnership  Units (as defined in the Agreement) as Series A Cumulative
Convertible  Preferred  Units  (the  "Series A  Preferred  Units")  pursuant  to
Addendum No. 2 to the Partnership Agreement (the "Addendum").

         C. Pursuant to Sections 1.4 and 4.6 of the Partnership  Agreement,  the
General Partner is authorized to issue such additional Partnership Units for any
Partnership  purpose,  at any time or from time to time,  to the  Partners or to
other persons for such  consideration  and on such terms and conditions as shall
be established by the General Partner in its sole discretion.

         D. The General  Partner  desires to exercise such authority by amending
the  Addendum  as provided  herein to increase  the number of Series A Preferred
Units authorized under the Partnership Agreement.

                              A G R E E M E N T S:

         NOW,  THEREFORE,  in consideration of the agreements and obligations of
the parties set forth herein and of other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereby
agree as follows:



<PAGE>



         1.  Amendment of  Partnership  Agreement.  Section 2 of the Addendum is
hereby  amended to increase  the number of Series A Preferred  Units  authorized
thereunder  from  6,900,000  Series A  Preferred  Units to  10,650,000  Series A
Preferred Units.

         2. Terms of Series A Preferred Units. The additional Series A Preferred
Units 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 Series A Preferred
Units as provided in the Addendum,  except that,  notwithstanding the provisions
of Section 3.2(a) of the Addendum  relating to the date from which the dividends
shall be cumulative, dividends on such additional Series A Preferred Units shall
be cumulative from January 1, 2004.

         3. Defined  Terms:  Effect Upon  Partnership  Agreement.  All initially
capitalized  terms used  without  definition  herein shall have the meanings set
forth therefor in the Partnership Agreement. Except as expressly amended hereby,
the Partnership  Agreement shall remain in full force and effect and each of the
parties hereto hereby reaffirms the terms and provisions thereof.


                            [Signature page follows]







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<PAGE>




         IN  WITNESS  WHEREOF,  this  Fourth  Amendment  to Second  Amended  and
Restated Agreement of Limited Partnership is executed and entered into as of the
date first above written.

                                    GENERAL PARTNER:

                                    FELCOR LODGING TRUST INCORPORATED,
                                    a Maryland corporation


                                    By:  /s/ Lawrence D. Robinson
                                       ----------------------------------------
                                       Lawrence D. Robinson,
                                       Executive Vice President


                                    LIMITED   PARTNERS   (for  all  the  Limited
                                    Partners  now  and  hereafter   admitted  as
                                    Limited   Partners   of   the   Partnership,
                                    pursuant  to the powers of attorney in favor
                                    of the General Partner  contained in Section
                                    1.4 of the Partnership Agreement):

                                    By:      FELCOR LODGING TRUST  INCORPORATED,
                                             acting as  General  Partner  and as
                                             duly authorized attorney-in-fact


                                             By:   /s/ Lawrence D. Robinson
                                                --------------------------------
                                                Lawrence D. Robinson,
                                                Executive Vice President







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