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                                                                     EXHIBIT 4.1


                               THIRD AMENDMENT TO
                          REGISTRATION RIGHTS AGREEMENT


     THIS THIRD AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (sometimes herein
this "Third Amendment") is made and entered into as of the 21st day of July,
1998, by and between SHOLODGE, INC., a Tennessee corporation with its principal
place of business at 130 Maple Drive North, Hendersonville, Tennessee 37075
(hereinafter referred to as the "Company"), and RICHARD L. JOHNSON, a resident
of the State of Tennessee (hereinafter referred to as "Johnson").

                              W I T N E S S E T H:

     WHEREAS, the Company and Johnson entered into that certain Registration
Rights Agreement (hereinafter referred to as the "Agreement") dated as of
December 11, 1991; and

     WHEREAS, pursuant to that certain First Amendment to Registration Rights
Agreement (the "First Amendment"), dated as of October 10, 1996, between the
Company and Johnson, certain provisions of the Agreement were amended; and

     WHEREAS, pursuant to that certain Second Amendment to Registration Rights
Agreement (the "Second Amendment"), dated as of June 20, 1997, between the
Company and Johnson, certain provisions of the Agreement were further amended
("Agreement" as referred to hereinafter means the Agreement as amended by the
First Amendment and by the Second Amendment); and

     WHEREAS, the Company and Johnson now desire to further amend certain
provisions of the Agreement as set forth herein.

     NOW, THEREFORE, for and in consideration of the mutual promises and
covenants herein contained, the parties do hereby agree as follows:

     1. The definition of "Stock Option Agreement" in paragraph 1 of the
Agreement is hereby deleted in its entirety and the following is hereby inserted
in its place:

          "Stock Option Agreement" means that certain Amended and Restated Stock
     Option Agreement dated March 9, 1992, but effective as of April 1, 1984, as
     amended by that certain First Amendment to Amended and Restated Stock
     Option Agreement dated as of October 10, 1996, as further amended by that
     certain Second Amendment to Amended and Restated Stock Option Agreement
     dated as of June 20, 1997, and as further amended by that certain Third
     Amendment to Amended and Restated Stock Option Agreement dated as of July
     21, 1998, all between Leon Moore and Johnson.

     2. Paragraph 2(a) of the Agreement is hereby amended by changing the date
"December 11, 1998" in the first sentence thereof to "December 11, 1999".
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     3. Paragraph 3(a) of the Agreement is hereby amended by changing the date
"December 11, 1998" in the first sentence thereof to "December 11, 1999".

     4. Except as hereby modified and amended, the Agreement shall in all other
respects remain in full force and effect.

     IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Registration Rights Agreement on the day and year first above written.


                                        SHOLODGE, INC.


                                        By:/S/ Leon Moore      
                                           ---------------------------
                                        Title: President        
                                              ------------------------


                                        /S/ Richard L. Johnson 
                                        ------------------------------
                                        RICHARD L. JOHNSON