SecProbe.io

May 11 , 2015

Via E-mail
Mr. David A. Brooks
Chief Operating  Officer , General Counsel and
Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254

Re: Ashford Hospitality Trust,  Inc.
Definitive Additional Materials  on Schedule 14A
  Filed May 6 , 2015  and May 8, 2015
  File No. 001-31775

Dear Mr. Brooks :

We have reviewed your filing s and have the following comments.

Definitive Additional Material filed May 6, 2015

1. In future filings,  please ensure that captions accurately summarize and describe the
content of the soliciting material.  For example, we note the following heading: “Leading
Independent Proxy Advisory Firm Advises Shareholders to Reject Unite Here Campaign
Against Ashford Trust .”  The heading does not appear to accurately summarize the text
that follows, which outlines both types of ISS recommendations with respect to Unite
Here’s campaign.

Definitive Additional Material filed  May 8, 2015

2. In future filings, please refrain from making statements similar to the following without
qualifying the statements as your opinion or belief and clarifying that  the question of
whether the Unite Here proposals were properly brought is subjec t to pending litigation
that has been stayed until after the annual meeting :
 “In doing so, UNITE HERE again violated applicable federal law by misleading the
Company’s shareholders and ISS to believe that the UNITE HERE proposals were
properly brought, law ful and would be heard at the Company’s annual meeting of
shareholders.”
Refer generally to  Rule 14a -9, Note b.

Mr. David A. Brooks
Ashford Hospitality Trust, Inc .
May 11 , 2015
Page 2
 3. We note the following statement: “Therefore, in order to have your vote properly
recorded at the Company’s 2015 annual meeting of shareholders , we encourage you to
vote on the WHITE proxy card.”  In future filings, please refrain from implying that
votes on company proposals submitted by using  Unite Here’s card will not be counted.
Such implication would appear to be inconsistent with the follo wing disclosure in the
company’s proxy statement:  “If Unite Here solicits proxies for the company's proposals,
we intend to accept such proxies if validly signed, not revoked and dated subsequent to
any proxy held by management for such shareholders.”

You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757  if you have any questions regarding our comments.

Sincerely,

        /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc:  Via E-mail
 Richard M. Brand, Esq.
 Kirkland & Ellis LLP