SecProbe.io

Mail Stop 3233
June 13, 2016

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

Re: Ashford Hospitality Trust , Inc.
  Registration Statement on Form S-3
Filed  June 3, 2016
  File No.  333-211837

Dear Mr. Brooks :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In our comment , we may ask  you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ment applies  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 registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibit Index

1. We note that your footnote disclosure to the exhibit index indicates that the Form of
Indenture and the Form T -1 Statement of Eligibility will be incorporated by reference.
Please file the Trust Indenture or “Form of Indenture” prior to eff ectiveness in
accordance with the requirements of Item 601(b)(4) of Regulation S -K. Please also revise
the exhibit list to clarify that you will file the Statement of Eligibility of the Trustee in
accordance with the requirements of Item 601(b)(25) of Regu lation S -K.  If you intend to
designate the trustee on a delayed basis, please be aware that companies relying on
Section 305(b)(2) must separately file the Form T -1 under the electronic form type
“305B2” after effectiveness and not in a post -effective ame ndment or in a Form 8 -K.  For
additional guidance, please refer to sections 201.04 and 220.01 of our Trust Indenture Act
Compliance and Disclosure Interpretations and revise your exhibit index accordingly.

David A. Brooks
Ashford Hospitality Trust, Inc.
June 13, 2016
Page 2

 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 Act of 193 3 and
all applicable Securities  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 accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not  foreclose the 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 f or
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and 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.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

You may contact  Nicole Collings, Staff Attorney, at (202) 551 -6431 or me a t (202) 551 -
3758 with any other questions.

Sincerely,

 /s/ Sandra B. Hunter

Sandra B. Hunter
Staff Attorney
Office of Real Estate and
Commodities

cc: George Vlahakos