SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3010
November 20, 2009
 Mr. David A. Brooks Ashford Hospitality Trust, Inc. 14185 Dallas Parkway Suite 1100 Dallas, TX 75254
Re: Ashford Hospitality Trust, Inc.
  Registration Statement on Form S-3
Filed October 30, 2009
  File No. 333-162750

Dear Mr. Brooks:

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 w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
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.
 General

1. We are reviewing your Form 10-K for the fiscal year ended December 31, 2008,
and have issued comments in relation to that review. In conjunction with that review, we will also be reviewing your re gistration statement, which incorporates
your 10-K by reference. Please note that al l comments must be cleared prior to
this filing going effective.
2. Please ensure that you update the secti on “Incorporation by Re ference” on page
62.  Please refer to Securities Act Forms Compliance and Disclosure Interpretation 123.05.

Mr. David A. Brooks
Ashford Hospitality Trust, Inc. November 20, 2009 Page 2  Exhibits

3. We note that exhibit 25.1 indi cates that the Form  T-1 Statement of Eligibility of
the Trustee will be filed as an exhibit to a current report of the registrant on Form
8-K.  Please be aware that companies re lying upon Section 305 (b)(2) of the Trust
Indenture Act to designate th e trustee on a delayed basis must separately file the
Form T-1 under the electronic form type “305B2.”  In this situation, companies
should not file the Form T-1 in a post- effective amendment to the registration
statement or in a Form 8-K that is incor porated by reference into the registration
statement.  Please refer to Secti on 220.01 under 1939 Act – General Guidance,
which can be located at http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm
 and revise your
exhibit index accordingly.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t 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 Act of 1933 and that they have  provided all information investors require
for an informed investment 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 even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. David A. Brooks
Ashford Hospitality Trust, Inc. November 20, 2009 Page 3    In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te 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 acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.
 Please contact Stacie Gorman at ( 202)551-3585 or me at (202)551-3655 with any
other questions.

     S i n c e r e l y ,

       Sonia Gupta Barros      S p e c i a l  C o u n s e l
  cc: Muriel C. McFarling, Esquire ( via facsimile )