SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  November 4, 2014

Via E -mail

Richard M. Brand , Esq.
Kirkland & Ellis  LLP
601 Lexington Avenue
New York, NY  10022

Re:   Ashford Hospitality Trust Inc.
Revised Preliminary Proxy Statement
Filed October 31, 2014
 File No. 001 -31775

  Soliciting Materials filed pursuant to Rule 14a -12
  Filed November  3, 2014
 File No. 001 -31775

Dear Mr . Brand :

We have reviewed your filing and have the following comments.

Revised Preliminary Proxy Statement

Cover page
1. We note your response to prior comment 1.  Please provide us or disclose support with
respect to the new disclosure stating your belief that “Ashford Inc. is well positioned for
growth ba sed on the anticipated revenue stream from the advisory agreements with two
publicly traded REITs and the Company’s previously announced intention to launch a
private investment fund platform for which Ashford Investment Management LLC, an
indirect subsidi ary of the Company, will serve as the investment advisor, and its affiliate
will serve as the general partner .”
2. It appears that in  response to the third bullet point in our prior comment 1 you have
included a cross -reference in the cover page and elsewhere to disclosure under the
heading “Background of the Unite  Here Solicitation ” as support for your disclosure that
Unite Here  is asserting its influence on labor matters by means of its current solicitation.
We note, however, that the section  describes  events relating to labor matters through
February 2012. Thus, we reissue our prior comm ent.

Richard M. Brand , Esq.
Kirkland & Ellis  LLP
November 4, 2014
Page 2

 The Special Meeting Request Procedure,  page 13
3. We reissue prior comment 9 .

Soliciting Materials filed pursuant to Rule 14a -12
4. Each statement or assertion o f 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 su pplemental basis.  Please provide us the support for the following:
 your belief that Unite Here ’s “real interest is to assert its influence into a labor dispute
at one of [your] hotels in Alaska  by threatening to disrupt the value creating
separation of Ashford Inc.” In addition to providing us support, revise your di sclosure
to explain how Unite Here ’s solicitation affects your spin -off specificall y.
 your disclosure that “any delay in the timing of the spin -off will impact [your] ability
to capitalize on current opportunities, which could result in the loss of enhanced value
creating opportunities.   [You ] urge all Ashford Trust shareholders not to be misled by
the hotel union’s ca mpaign. ”
5. You must a void issuing statements in your proxy statement that directly or indirectly
impugn the character, integrity or personal reputation or make charges of illegal,
improper or immoral conduct without factual fo undation.  Disclose the factual foundation
for such assertions or delete the statements .  In this regard, note that the factual
foundation for such assertions must be reasonable.  Refer to Rule 14a -9.  Please provide
us supplementally the factual foundatio n for your disclosure that  Unite Here  has “misled ”
your security holders with its proxy solicitation .

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

Sincerely,

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