SecProbe.io

Mail Stop 3010         September 29, 2009  VIA FAX (972) 490- 9605 AND USMAIL
 Mr. David J. Kimichik Chief Financial Officer Ashford Hospitality Trust 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254

   Re: Ashford Hospitality Trust
Form 10-K for the year ended December 31, 2008 filed February 27, 2009 Form 10-K/A for the year ended December 31, 2008 filed May 5, 2009 Form 10-Q for the three months ended March 31, 2009  Form 10-Q for the three and six months ended June 30, 2009 Definitive Proxy Statement filed April 17, 2009 File No. 001-31775

Dear Mr. David J. Kimichik:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

U

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008
 Interest Rate Derivative  Transactions, page 4

 1. In future filings, please explain the term  “flooridor.”  Please tell us how you
intend to comply.

David J. Kimichik
Ashford Hospitality Trust September 29, 2009 Page 2  Access to Reports and Other Information, page 11

 2. In future filings, please revise the ad dress for the Securities and Exchange
Commission to 100 F Street, N.E. Washington, DC 20549-1090.
 Financial Statements and Notes

 Note 4 – Investment in Hotel Properties, page 63

 3. Please tell us how you accounted for the asset swap with Hilton Hotels
Corporation in December 2007 and disclose to  us the value ascribed to the assets
exchanged.
 Note 5 – Notes Receivable, page 65

 4. We note that as of December 31, 2008, there were no loans for which you
recorded a provision for possible loan losse s.  Please tell us how loans that are
determined not to be individually impair ed under SFAS 114 are considered in the
assessment of an allowance under SFAS 5, SAB 6L and EITF Topic D-80, Question 10.   In that regard, explain how  you considered the referenced guidance
in determining that no allowance is require d for probable credit losses inherent in
the remaining portion of your loan portfolio  that was not identif ied as individually
impaired.
 Item 9A. Controls and Procedures, page 87

 5. We note that you filed a 10-K amendment on May 5, 2009, because you did not
include disclosure required by Item 5 of Form 10-K and Item 201(d) of
Regulation S-K.  We note your conclusi on that your disclo sure controls and
procedures are effective.  Please advise  us how you have reached this conclusion
in light of your omission of this disclosu re.  Please tell us what consideration you
have given to management’s current a ssessment of the effectiveness of your
disclosure controls and procedures at December 31, 2008, in light of the omission.
Please also tell us what actions the comp any or management has taken to resolve
the problem.
 Exhibits

 6. We note that you have incorporated by re ference the forms of various agreements
rather than executed agreements.  Pleas e tell us why you have not filed executed
copies of these agreements.  Please see Item 601(a)(4) and Instruction 1 to Item
601 of Regulation S-K.

David J. Kimichik
Ashford Hospitality Trust September 29, 2009 Page 3  DEFINITIVE PROXY STATME NENT FILED APRIL 17, 2009

 Compensation Discussion & Analysis, page 14

 Benchmarking, page 16

 7. We note your disclosure that you look at five supplemental peer companies in
addition to the six core peer companies you have identified. Please note that you
are required to identify all of the companies that comprise the benchmark group.
See Item 402(b)(2)(xiv) of Re gulation S-K.  This disclo sure should also include a
discussion of where actual payments to your  named executive officers fall within
targeted parameters with respect to base  salary and performance incentives.  To
the extent actual compensation was outside a targeted percentile range, include an
explanation of the reasons for this.
 Elements of Compensation, page 18

 8. Please explain what you mean by the phrase “rationally expand” in reference to
your portfolio.  Please tell us how you intend to comply and include this
disclosure in future filings.

9. Please describe the circumstances under wh ich the long-term incentive units will
achieve and will not achieve full parity w ith the common units.  Please tell us how
you intend to comply and provide this  disclosure in future filings.
 Grant of Plan-Based Awards, page 26

 10. We note your disclosure that the employm ent agreements provide for liability
insurance coverage, medical and other group welfare plan coverage and fringe
benefits.  We also note that you have not provided disclosure in the Summary
Compensation Table under the column “A ll Other Compensation” for most of
your named executive officers.  Please advi se or revise future filings to provide
the disclosure required by Item 402(c)(ix) of Regulation S-K.  Please tell us how
you intend to comply.
 FORM 10-Q FOR THE SIX M ONTHS ENDED JUNE 30, 2009

 Financial Statements and Notes

 Consolidated Statements of Operations, page 4

 11. We note that Net Income reported on your Statements of Operations does not
include Loss from continuing operati ons attributable to redeemable
noncontrolling interests in operating pa rtnership.  Please tell us how you

David J. Kimichik
Ashford Hospitality Trust September 29, 2009 Page 4
considered paragraph 29 of SFAS 160.  Sim ilarly advise us of whether there is
comprehensive income attributable to redeemable non-controlling interests in
operating partnership.  Finally describe how  you comply with the requirements of
paragraph 38(c) of SFAS 160 with resp ect to your redeemable noncontrolling
interests in operating partnership.
 Note 8 – Impairment Charges

 Investment in Hotel Properties, page 21

 12. We note that operating cash flows from the Hyatt Regency Dearborn hotel were
not anticipated to cover the related costs of the property and as such you recorded
an impairment on the property.  Tell us and disclose in th e MD&A of future
filings how you evaluated the other propert ies securing mortgage loans to ensure
that impairment was not required.  Pleas e also address how the decline in total
revenue impacts your ability to generate  sufficient operating cash flows and how
that was considered in your impairment  analysis of your remaining properties.
 Notes Receivable, pages 21-22

 13. It appears that you evaluated your note receivable portfolio for specific loan
impairment under SFAS 114.  Please tell us how loans that are determined not to
be individually impaired under SFAS 114 are considered in the assessment of an
allowance under SFAS 5, SAB 6L and EITF Topic D-80, Question 10.  Additionally tell us and confirm that you will include the disclosure required by
paragraph 20(c) of SFAS 114 in future filings.

***
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional 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 filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

David J. Kimichik
Ashford Hospitality Trust September 29, 2009 Page 5   In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jaime John at (202) 551-3446 or me at (202) 551-3413 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Stacy Gorman at ( 202) 551-3585 with any other questions.

         S i n c e r e l y ,
Cicely LaMothe
Accounting Branch Chief