SecProbe.io

Mail Stop 3233

September 29 , 2015

Via E -mail
Mr. Deric S. Eubanks
Chief Financial Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254

Re: Ashford Hospitality Trust, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1 -31775

  Form 10 -Q for the quarterly period ended June 30, 2015
  Filed August 10, 2015
  File No. 1 -31775

  Form 8 -K
  Filed August 6, 2015
  File No. 1 -31775

Dear Mr. Eubanks :

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

Please respond to these com ments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing  your response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 53

Mr. Deric S. Eubanks
Ashford Hospitality Trust, Inc.
September 29 , 2015
Page 2

 1. We note your disclosure on page 53 that you use RevPAR to compare the results of your
hotels between periods and to analyze results of our comparable hotels.   In future filings,
to the extent material, please address period to period changes in comparable hotels
RevPar and the relative impact of occupan cy and ADR.

Non-GAAP Financial Measures, page 65

2. In future filings, please revise your reconciliat ion to identify the line item “ FFO available
to common stockholders ” as “FFO availa ble to common shareholders and OP
unitholders ” or advise.  This comment  also applies to your Adjusted FFO measure.

Note 12. Commitments and Contingencies

Litigation, page 102

3. We note you have recorded an $11.9 million charge in 2014 related to a jury verdict.
Please tell us how you have complied with ASC 450 -20 in periodi c filings prior to your
Form 10 -Q for the quarterly period ended June 30, 2014.  Please tell us when the loss met
the probable and reasonably estimable criteria described in paragraph 2 of ASC 450 -20-
25 and tell us how you determined that the loss continge ncy was not at least reasonably
possible and that it was not necessary to disclose an estimate of the possible loss or range
of loss in prior periodic filings in accordance with paragraph 4 of ASC 450 -20-50. Your
response should include, but not be limited  to, a discussion of the exact timeline of this
matter and the dates of your prior periodic filings.

Form 10 -Q for the quarterly period ended June 30, 2015

Note 3. Investments in Hotel Properties, net

PIM Highland JV Acquisition, page 13

4. We note you ha ve based your fair value estimate on a third party appraisal. Please clarify
and revise to explicitly state whether the purchase price allocation is solely attributed to
the third party appraisal firm or whether you prepare the purchase price allocation wi th
the assistance of a third  party appraisal firm.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Non-GAAP Financial Measures, page 48

5. Please tell us how your definition of FFO is consistent with the NAREI T definition of
FFO; within your response, please tell us how you determined it was not necessary to
include an adjustment for impairment in your reconciliation from net income to FFO.

Mr. Deric S. Eubanks
Ashford Hospitality Trust, Inc.
September 29 , 2015
Page 3

 Form 8 -K filed August 6, 2015

Exhibit 99.1

6. We note your disclosure of an implied share price and the related NOI cap rate of
7.0%.   Please tell us your basis for using a cap rate of 7.0% in your share price
calculation.   Your response should include, but not be limited to, a discussion of the
actual cap rates o f your recent acquisitions.   Please also tell us what other key
assumptions you used in determining an implied share price $15.85.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accura cy
and adequacy of the disclosures they have 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 federal securities laws of the United States.

You may contact Isaac Esquivel, Staff Accountant,  at (202) 551 -3395  or me at (202) 551 -
3295  if you have questions regarding comments on the financial statements and re lated matters.
Please contact Jerard Gibson, Staff Attorney,  at (202) 551 -3473  or Sonia Barros, Assistant
Director,  at (202) 551 -3655  with any other questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief  Accountant
Office of Real Estate and
Commodities