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October 14, 2009

Submitted Via EDGAR and Federal Express

Cicely LaMothe

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549-1090

    Re:

    Ashford Hospitality Trust

Form 10-K for the year ended December 31, 2008 filed February 27, 2009

Form 10-K/A for the year ended December 31, 2008 filed May 5, 2009

Form 10-Q for the three months ended March 31, 2009

Form 10-Q for the three and six months ended June 30, 2009

Definitive Proxy Statement filed April 17, 2009

File No. 001-31775

Dear Ms. LaMothe:

     Ashford Hospitality Trust, Inc. (the “Company”) has received the staff’s comment letter dated
September 29, 2009 with respect to the reports referenced above. On behalf of the Company, we
respectfully submit the responses below to your comment letter. To facilitate your review, the
comments of the staff have been set forth in italics and are followed by our response.

Form 10-K for the year ended December 31, 2008

Interest Rate Derivative Transactions, page 4

    1.

    In future filings, please explain the term “flooridor.” Please tell us how you intend to
comply.

     For informational purposes, a “flooridor” is the term for an interest rate derivative which is
a combination of two interest rate floors, effective for a specified term. A flooridor is
structured such that the purchaser simultaneously buys an interest rate floor at strike X and sells
an interest rate floor at a lower strike — strike Y. The purchaser of the flooridor is paid when
the underlying index (for example LIBOR) resets below strike X during the term of the flooridor.
Unlike a standard floor, the flooridor limits the benefit the purchaser can receive as the index

Ms. Cicely LaMothe

October 14, 2009

Page 2

falls. Once the underlying index falls below strike Y, the sold floor offsets the purchased
floor. There is no liability to the Company other than the purchase price associated with the
flooridor. In future annual and quarterly filings in which such disclosure is applicable, the Company will provide this explanation for the term flooridor
along with specifics on the interest rate floors associated with any flooridors then held by the
Company.

Access to Reports and Other Information, page 11

    2.

    In future filings, please revise the address for the Securities and Exchange Commission to
100 F Street, N.E. Washington, DC 20549-1090.

     In future filings, the Company will use the correct address for the Securities and Exchange
Commission.

Financial Statements and Notes

Note 4 — Investment in Hotel Properties, page 63

    3.

    Please tell us how you accounted for the asset swap with Hilton Hotels Corporation in
December 2007 and disclose to us the value ascribed to the assets exchanged.

     The asset swap with Hilton Hotels Corporation was accounted for as disclosed in Note 21, on
page 122 of the Company’s Form 10-K for the year ended December 31, 2007, filed February 29, 2008.
Such note also discloses the values ascribed to the assets involved in the exchange. For your
reference, the relevant portion of the note is attached hereto as Appendix A.

Note 5 — Receivable, page 65

    4.

    We note that as of December 31, 2008, there were no loans for which you recorded a provision
for possible loan losses. Please tell us how loans that are determined not to be individually
impaired under SFAS 114 are considered in the assessment of an allowance under SFAS 5, SAB 6L
and EITF Topic D-80, Question 10. In that regard, explain how you considered the referenced
guidance in determining that no allowance is required for probable credit losses inherent in
the remaining portion of your loan portfolio that was not identified as individually impaired.

     In evaluating possible loan impairment at December 31, 2008, the Company analyzed its notes
receivable individually and collectively under guidance provided by SFAS 114, Accounting by
Creditors for Impairment of a Loan—an amendment of FASB Statements No. 5 and 15; SFAS 5,
Accounting for Contingencies; SAB 6L, Financial Reporting Release 28—Accounting for Loan Losses by
Registrants Engaged in Lending Activities; and EITF Topic D-80, Application of FASB Statements No.
5 and No. 114 to a Loan Portfolio, Question 10. Based on this analysis, the Company concluded that
no loans were individually impaired. The Company then further analyzed the specific
characteristics of the loans, based on the guidance in EITF Topic D-80, Question 10, to determine
if there would be probable losses in a group of loans with such characteristics.

Ms. Cicely LaMothe

October 14, 2009

Page 3

     The loans in the Company’s portfolio are collateralized by hotel properties. Some loans are
collateralized by single hotel properties and others by hotel portfolios. The hotel properties are
in different geographic locations, have different ages and a few of the properties have recently
completed significant renovations which have a significant impact on the value of the underlying
collateral. The hotel properties include independent and nationally recognized brands in all
segments and classes including luxury, economy, extended-stay, full service, and select service.
In addition, the Company’s loan assets vary by position in the related borrower’s capital
structure, ranging from junior mortgage participations to mezzanine loans. The terms of the
Company’s notes or participations were structured based on the different features of the related
collateral and the priority in the borrower’s capital structure.

     EITF Topic D-80 Question 10 requires that an individual loan not impaired under SFAS 114 be
included in the assessment of the loss in a group of loans only if specific characteristics of the
loan indicate that it is probable that there would be an incurred loss in a group of loans with
similar characteristics. As loans in the Company’s portfolio have significantly different risk
factors and characteristics, such as different maturity terms, different types and classes of
collateral, different interest rate structures, and different priority status, the Company
concluded that the characteristics of the loans within its portfolio were not sufficiently similar
as to allow an evaluation of these loans as a group for possible impairment within the guidance of
EITF Topic D-80 Question 10. Given the general economic decline as well as the more precipitous
decline in the hotel industry, the Company’s executive officers reassessed the assumptions used and
conclusions reached in these analyses and concluded that they were appropriate. As a result, no
loss was recorded for the year ended December 31, 2008.

Item 9A. Controls and Procedures, page 87

    5.

    We note that you filed a 10-K amendment on May 5, 2009, because you did not include
disclosure required by Item 5 of Form 10-K and Item 201(d) of Regulation S-K. We note your
conclusion that your disclosure controls and procedures are effective. Please advise us how
you have reached this conclusion in light of your omission of this disclosure. Please tell us
what consideration you have given to management’s current assessment of the effectiveness of
your disclosure controls and procedures at December 31, 2008, in light of the omission.
Please also tell us what actions the company or management has taken to resolve the problem.

     The applicable substantive information required to be disclosed by Item 201(d) of Regulation
S-K was included in Note 16 on page 77 of the Company’s Form 10-K for the year ended December 31,
2008. However, because the information was not presented in the requisite tabular format under the
heading “Item 5” in the Form 10-K, the Company chose to amend the Form 10-K to correct those
deficiencies. We believe that, as amended, the Item 201(d) disclosure now fully complies with the
requisite format and is now in the location that shareholders are most likely to look for such
information. While the Company acknowledges that the omission of the tabular format and the
location of the information could be deemed inadequate, such deficiencies do not constitute
significant deficiencies or material weaknesses in the design or operation of internal controls,
especially in light of the fact that the substantive

Ms. Cicely LaMothe

October 14, 2009

Page 4

information was disclosed elsewhere in the Form 10-K. Therefore, management’s assessment of
the effectiveness of the disclosure controls and procedures has not changed. However, to avoid
similar situations in future filings, management has instituted an additional level of legal review
of all future Exchange Act filings.

Exhibits

    6.

    We note that you have incorporated by reference the forms of various agreements rather than
executed agreements. Please tell us why you have not filed executed copies of the agreements.
Please see Item 601(a)(4) and Instruction 1 to Item 601 of Regulation S-K.

     We note Item 601(a)(4) requiring that all material contracts must be filed as an exhibit to
Form 10-Q or Form 10-K as applicable, and we further note that, pursuant to Instruction 1, the
Company would be permitted to file forms of contracts or other documents when the terms are
substantially identical in all material respects with a filed document, provided the Company also
files a schedule identifying the omitted documents and the details in which such documents differ
from the filed document. The Company respectfully submits that the forms of agreements filed in
lieu of executed agreements were, in each instance, identical in all respects to the final executed
documents. Thus, no information — material or otherwise — was omitted from the filings other than
conformed signatures. The Company is in the process of preparing its Form 10-Q for the quarter
ended September 30, 2009 and will include as exhibits, all material contracts that were previously
filed as forms and will, in all future filings, file executed agreements rather than forms of such
agreements or otherwise fully comply with Item 601(a)(4) by filing the requisite schedule of
differences. The additional level of legal review implemented by management as described in
response to Item 5 above with respect to all future Exchange Act filings should alleviate similar
occurrences in the future.

Definitive Proxy Statement Filed April 17, 2009

Compensation Discussion and Analysis, page 14

Benchmarking, page 16

    7.

    We note your disclosure that you look at five supplemental peer companies in addition to the
six core peer companies you have identified. Please note that you are required to identify
all of the companies that compromise the benchmark group. See Item 402(b)(2)(xiv) of
Regulation S-K. This disclosure should also include a discussion of where actual payments to
your named executive officers fall within targeted parameters with respect to base salary and
performance incentives. To the extent actual compensation was outside a targeted percentile
range, include an explanation of the reasons for this.

     The five supplemental peer companies referenced in the proxy statement include Eagle
Hospitality Properties Trust Inc., Equity Inns Inc., Highland Hospitality Corp, Hospitality
Properties Trust and Winston Hotels Inc. As noted in the disclosure regarding supplemental peer

Ms. Cicely LaMothe

October 14, 2009

Page 5

companies, the compensation committee has “in the past” reviewed compensation data for these
companies for benchmarking purposes. However, four of the five supplemental peer companies have
gone private since 2006, and, as a result, the compensation information for these companies is no
longer readily available. As noted in the proxy disclosure, the Company engaged Pearl Meyer &
Partners, or PM&P, to assist the Company in obtaining additional resources for private market
compensation data. PM&P discussed private company compensation data obtained from its proprietary
and confidential database with the compensation committee. However, this data was used for
reference only, and the compensation committee did not materially rely upon that information in
making any compensation decisions. To the extent that any supplemental peer companies are used in
a material manner for benchmarking in future years, the Company will disclose all relevant
information about such companies.

     As noted in the proxy disclosure, the compensation committee targets total compensation in the
top quartile for the public hotel REITs included in the core peer companies. The compensation
committee does not target base salary and performance incentives on a separate basis. The proxy
also included disclosure that actual total compensation may fall below or rise above the targeted
level based on individual performance.

     In 2008, actual total compensation for the named executive officers (including incentives paid
in 2009 corresponding to 2008 performance) fell below the targeted level of the top quartile of the
core peer group for the reasons explained in the proxy. In all future filings, the Company will
disclose where compensation payments to the named executive officers fall within targeted
parameters and include an explanation for any compensation outside the targeted percentile range.

Elements of Compensation, page 18

    8.

    Please explain what you mean by the phrase “rationally expand” in reference to your
portfolio. Please tell us how you intend to comply and include this disclosure in future
filings.

     The reference to “rationally expand” is used in the context of the performance goals and
objectives for executives to receive compensation under the Company’s annual incentive plan. One
of the identified goals focuses on Company growth, including “rationally expand[ing] the portfolio
of hotel, mezzanine loan and other lodging-related investments in concert with the short- and
long-term predictions of hospitality industry performance . . . .” In this context, the term
“rationally expand” means to expand the Company’s investment portfolio in a reasonable and sound
business manner, giving effect to the current market conditions and economic outlook. Whether or
not this goal has been achieved will be based on a subjective, retrospective determination by the
compensation committee, giving the compensation committee latitude. Achievement of certain of the
specifically listed “other key business objectives” could be evidence that the goal to “rationally
expand” the portfolio has been achieved. To the extent that the rational expansion of the
Company’s portfolio remains a company objective in future years, the Company will include
appropriate disclosure in future filings.

Ms. Cicely LaMothe

October 14, 2009

Page 6

    9.

    Please describe the circumstances under which the long-term incentive units will achieve and
will not achieve full parity with the common units. Please tell us how you intend to comply
and provide this disclosure in future filings.

     Generally stated, subject to satisfaction of the vesting requirements, which are based on
continued employment, the long-term incentive partnership units, or LTIP units, will achieve parity
with the common units upon the sale or deemed sale of all or substantially all of the assets of the
partnership at a time when the Company’s stock is trading at some level in excess of $6.26 per
share.

     To further explain the ability of the LTIP units to achieve parity with the common units, it
is necessary to review the mechanics of the limited partners’ capital accounts. At the time the
LTIP units were awarded, the named executive officers made a $0.05 capital contribution per LTIP
unit to the Company’s operating partnership, which amount represented the initial capital account
balance of such partners with respect to each of their LTIP units. The partnership agreement
provides that net capital gains realized in connection with the ac