SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  October 29 , 2014

Via E -mail

Muriel C. McFarling , Esq.
Andrews Kurth  LLP
1717 Main Street
Dallas, TX  75201

Re:   Ashford Hospitality Trust Inc.
Preliminary Proxy Statement
Filed October  24, 2014
 File No. 001 -31775

Dear Ms . McFarling :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate,  please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Preliminary Proxy Statement

Cover page
1. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.  Please provide us the support for the following:

 that “Ashford Inc. is well positioned for growth. ”
 that Unite Here has m ade “numerous unprovoked attacks and invectives ” in its proxy
statement.

Muriel C. McFarling , Esq.
Andrews Kurth  LLP
Octo ber 29 , 2014
Page 2

  that “Unite Here is a sel f-interested stockholder with a unique agenda that it has
disclosed is unrelated to creating stockholder value .”
 that “Unite Here has a history of provoking unwarranted fights with corporate boards
and management in situations where Unite Here is a nominal stoc kholder .”
 that “Unite Here’s real interest is to assert its influence into a labor dispute ” and “to
disrupt the value creating separation of Ashford Inc. ”
 that your Board “believes that Unite Here’s solicitation of consents to call a special
meeting  is nothing more than a last -minute effort to derail the Company’s plans to
enhance stockholder value and further attempt to distract the attention and resources
of the Board and management. ” In this respect
 that Unite Here ’s “specific interests … are not aligned with the interests of all of our
stockholders .”
2. You must a void issuing statements in your proxy statement that directly or indirectly
impugn the characte r, integrity or personal reputation or make charges of illegal,
improper or immoral conduct without factual foundation.  Disclose the factual foundation
for such assertions or delete the statements .  In this regard, note that the factual
foundation for suc h assertions must be reasonable.  Refer to Rule 14a -9.  Please provide
us supplementally the factual foundation for your disclosure that  Unite Here ’s proxy
statement “makes numerous baseless claims about [your] management .”
3. With a view toward revised disclosure, please explain why you view Unite Here ’s
solicitation as “circumventing ” your governance practices when it appears Unite Here is
solely usin g one of your governance practice instead of your preferred practice.  You
make a similar statement i n the fifth paragraph of the cover letter.
4. Please provide us with your analysis supporting the apparent conclusion that spending
more funds in a contest than the value of a shareholder ’s shares of the company is
“evidence that they are using corporate governance to further their interests in the labor
dispute .”
5. Please revise your disclosure reconcile your disclosure that suggests Unit e Here has to
few shares to have similar interests with your other shareholders and your alert to
shareholders that regardless of the number of shares held, their views are important.  Are
you suggesting that the views of holders of 765 or fewer shares are not important?

Response of Ashford Trust, page 11
6. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.  Please provide us the support for the following:

Muriel C. McFarling , Esq.
Andrews Kurth  LLP
Octo ber 29 , 2014
Page 3

 that “[t]here are certain significant risks and costs associated with calling and holding
a special meeting .”
 that you maintain  “an open dialogue with [your]  stockholders and a track -record of
responding to [your]  stockholders’ wishes when appropriate under the
circumstances .”
 that “Unite Here is a sel f-interested stockholder with a unique agenda that it has
disclosed is unrelated to creating stockholder value .”
 that “Unite Here has a history of provoking unwarranted fights with corporate boards
and management in situations where Unite Here is a nominal stoc kholder .”
 that “Unite Here’s real interest is to assert its influence into a labor dispute ” and “to
disrupt the value creating separation of Ashford Inc. ”
 that your Board “believes that Unite Here’s solicitation of consents to call a special
meeting  is nothing more than a last -minute effort to derail the Company’s plans to
enhance stockholder value and further attempt to distract the attention and resources
of the Board and management. ” In this respect
 that Unite Here ’s “specific interests … are not aligned with the interests of all of our
stockholders .”
7. We note your disclosure that Unite Here could have made its proposals at t he annual
meeting on May 13, 2014. With a view toward revised disclosure, please tell us whether
Unite Here would have me t any applicable advance notice requiremen ts to make proposals
at that meeting given the date of your announcement of the Ashford Inc. spin -off.
8. On a related note, would Unite Here ’s proposals have the same effect in May 2015 (your
next annual meeting) given the planned completion of t he spin -off well before that?
Revise to explain.

The Special Meeting Request Procedure, page 13
9. Please t ell us the basis for your disclosure that you need not hold the special meeting if at
any time prior to the meeting date  you received sufficient revocations such that there are
no longer sufficient conse nts to call the special meeti ng. It appears that Unite Here may
only solicit during a 30 -day period while you may solicit until the special meeting is
called to order , thus defeating the purpose of Unite Here ’s solicitation .

Solicitati on of Revocations , page 15
10. We note that proxies may be solicited  by mail, facsimile, telephone , email, and other
electronic channels of communication .  Please be advised that all written soliciting
materials, including any scripts to be used in soliciting proxies over the telephone or any

Muriel C. McFarling , Esq.
Andrews Kurth  LLP
Octo ber 29 , 2014
Page 4

 e-mail correspondence and any information posted on the Internet must be filed under the
cover of Schedule 14A.  Refer  to Rule 14a -6(b) and (c).   Please confirm your
understanding in your response letter.
11. Please disclose the “other electronic channels of communication ” you intend to use .

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain  that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company is in possession of all
facts relating to the disclosure, it is responsible for the accuracy and adequacy of the  disclosures
it has made.

 In responding to our comments, please provide a written 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 fe deral securities laws of the United
States.

You may contact me at (202) 551 -3619 with any questions .  Please send all
correspondence to us at the following ZIP code: 20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions