SecProbe.io

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August 2, 2005

Mail Stop 4561

Montgomery J. Bennett
Chief Executive Officer, President and Director
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254

	RE:	Ashford Hospitality Trust, Inc.
		Registration Statement on Form S-3
		Filed July 22, 2005
		File No. 333-126821

Dear Mr. Bennett:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K (incorporated by reference)

Item 9A

1. We note your statement that you have carried out an evaluation
of
the effectiveness of your disclosure controls and procedures.
However, you did not disclose whether, based upon this evaluation,
your chief executive officer and chief financial officer concluded
that the disclosure controls and procedures were effective.
Please
amend your Form 10-K to state the conclusion reached by your chief
executive officer and chief financial officer on the effectiveness
of
your disclosure controls and procedures consistent with the
officers`
certifications.  Refer to Item 307 of Regulation S-K.

      We will not conduct any further review of the registration
statement aside from this matter.  All persons who by statute are
responsible for the adequacy and accuracy of the registration
statement are urged to be certain that all information required
under
the Securities Act of 1933 has been included.

      As appropriate, please amend your registration statement in
response to this comment. You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	Any questions should be directed to Amanda McManus, Attorney-
Adviser, at (202) 551-3412.

Sincerely,

Karen J. Garnett
Assistant Director

cc:	David Barbour, Esq. (via facsimile)
	Muriel C. McFarling, Esq. (via facsimile)
	Andrews Kurth LLP
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Ashford Hospitality Trust, Inc.
August 2, 2005
2

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