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    Attention: Thomas Finn

Staff Accountant

Division of Corporate Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

    May 30, 2006

On May 18, 2006, Ashford Hospitality Trust, Inc. (the “Company” or “we”) received a comment letter
from the Commission regarding its Form 10-K for the fiscal year ended December 31, 2005. The
comment, which was made in reference to Note 12 — Capital Stock, on page 91, was as follows:

“Please explain to us how you considered the guidance in SFAS 133 and EITF 00-19 in determining the
accounting for the conversion features in your Series B Cumulative Convertible Redeemable Preferred
Stock.”

Pertinent terms related to the Company’s Series B convertible redeemable preferred stock (“Series B
preferred stock”) are as follows:

    •

    7,447,865 outstanding shares.

    •

    Convertible at any time, at the option of the holder, into the Company’s common stock
by dividing the preferred stock carrying value by the conversion price of $10.07, which
was determined using a 20-day average closing price calculated five business days prior to
the commencement of the Series B Preferred Stock Purchase Agreement (“agreement” or
“contract”).

    •

    Holders are entitled to vote, on an as-converted basis voting as a single class
together with the holders of common stock, on all matters to be voted on by the Company’s
stockholders.

    •

    Redeemable for cash at the option of the Company at the liquidation preference, which
is set at $10.07, after three years (or two years if certain criteria, as defined, are
met).

    •

    Redeemable for cash at the option of the holder at a specified redemption price, which
could range from 100% to 110% of the liquidation preference, if the Company fails to or
elects not to be taxed as a REIT, if a change in control, as defined, occurs, or if the
Company’s common stock ceases to be listed on the NYSE, NASDAQ, or American Stock
Exchange.

    •

    Quarterly dividends are set at the greater of $0.14 per share or the prevailing common
stock dividend rate.

In accordance with SFAS No. 133, paragraph 12, an embedded derivative (i.e., the stock conversion
feature) must be separated from its host contract (i.e., convertible preferred stock) and accounted
for as a derivative instrument if three criteria are met. The first of these criteria states that
the economic characteristics and risks of the embedded derivative are not clearly and closely
related to the economic characteristics and risks of the host contract.

In considering whether the economic characteristics and risks of the conversion feature are clearly
and closely related to the economic characteristics and risks of the Series B preferred stock, the
Company referred to SFAS No. 133, paragraph 61(l). This paragraph states that because changes in
fair value of equity interest and interest rates (in this case, dividend rates) are not clearly and
closely related, the terms of preferred stock must be analyzed to determine whether the preferred
stock is more akin to an equity instrument or a debt instrument. It further states that cumulative
fixed-rate mandatorily redeemable preferred stock represents a liability instrument whereas cumulative participating perpetual
preferred stock is more akin to an equity instrument.

The Company analyzed the terms of its Series B preferred stock and determined that its features are
more akin to equity than debt for the following reasons:

    •

    Such shares are not mandatorily redeemable,

    •

    Quarterly dividends on such shares are tied to the dividend rate on common stock
subject to a floor. Actual dividends paid have always exceeded said floor, and

    •

    Such shares are classified as temporary equity in accordance with SFAS No. 150 and ASR
No. 268.

As the Company determined that its Series B preferred stock and related conversion feature do not
meet the first criteria set forth under SFAS No. 133, paragraph 12(a), further consideration under
the third criteria of paragraph 12(c) and the related EITF No. 00-19 would not be necessary.
However, in response to the Commission’s inquiry regarding EITF No. 00-19, we have respectfully
considered guidance set forth in said EITF.

In accordance with EITF No. 00-19, the Company must consider the eight requirements of paragraphs
12-32 of said EITF to determine whether or not the conversion feature of its Series B preferred
stock should be bifurcated and accounted for as a separate derivative. Those eight criteria are
discussed below.

1) The contract permits the company to settle in unregistered shares.

The articles supplementary establishing and fixing the rights and preferences of the Series B
preferred stock specifically provide that the Series B preferred stock is convertible into the
Company’s common stock. There is no requirement in the articles supplementary that the common
stock be registered. Likewise, in the purchase agreement between the Company and the holders of
the Series B preferred stock there is no obligation that the common stock into which the Series B
preferred stock is convertible must be registered. However, the purchase agreement does contain a
covenant whereby the Company agreed to enter into a registration rights agreement with the holders
of the Series B preferred stock. Pursuant to this registration rights agreement, the holders were
granted certain demand registration rights with respect to the Series B preferred stock as well as
the underlying common stock. The holders have since exercised this demand registration right, and
the Company has registered the resale of the Series B preferred stock as well as the underlying
common stock. The registration rights agreement further provides that the Company must use its
best efforts to keep the registration statement under which such securities are registered
continuously effective. However, should such registration statement become suspended and the
Company is unable to cure such suspension, the Company is not prohibited from satisfying its
conversion obligations under the articles supplementary via issuing unregistered shares.

EITF No. 00-19, Paragraph 15, further discusses that a contract may specify how the value
of unregistered shares would be determined. However, the agreement is silent as to the valuation
of unregistered shares versus registered shares. Thus we believe paragraph 15 is not applicable.

2) The company has sufficient authorized and unissued shares available to settle the contract after
considering all other commitments that may require the issuance of stock during the maximum period
the derivative contract could remain outstanding.

Yes, the Company has sufficient authorized and unissued shares to satisfy its obligations under the
contract.

3) The contract contains an explicit limit on the number of shares to be delivered in a share
settlement.

Yes, the conversion of preferred shares into common shares is at a fixed conversion price.

4) There are no required cash payments to the counterparty in the event the company fails to make
timely filings with the SEC.

There are no required cash payments required in the event the Company fails to make timely SEC
filings.

5) There are no required cash payments to the counterparty if the shares initially delivered upon
settlement are subsequently sold by the counterparty and the sales proceeds are insufficient to
provide the counterparty with full return of the amount due (that is, there are no cash settled
“top-off” or “make-whole” provisions).

There are no cash settled “top-off” or “make-whole” provisions required by the Company subsequent
to conversion of the Series B preferred stock.

6) The contract requires net-cash settlement only in specific circumstances in which holders of
shares underlying the contract also would receive cash in exchange for their shares.

There is no such requirement for net-cash settlement in the agreement.

7) There are no provisions in the contract that indicate that the counterparty has rights that rank
higher than those of a shareholder of the stock underlying the contract.

There are no such provisions in the agreement. Upon conversion of the Series B preferred stock
into common stock, the new common stock holders have identical rights to existing common stock
holders. In the event of the Company’s bankruptcy, the conversion feature itself would not entitle
the counterparty to rights that rank higher than those of another shareholder of the Company’s
common stock.

8) There is no requirement in the contract to post collateral at any point or for any reason.

There is no collateral requirement contained in the agreement.

Under EITF No. 00-19, the common stock conversion feature meets the definition of an equity
instrument as the Company has met the 8 conditions within paragraphs 12 through 32.

In summary, the conversion feature of the Series B preferred stock is clearly and closely related
to the host instrument. If the conversion feature were deemed to be a separate instrument, it
would be classified as equity under EITF No. 00-19. Consequently, the conversion feature of the
Series B preferred stock does not meet the criteria set forth in SFAS No. 133, paragraphs 12(a) and
12(c), and, therefore, does not require bifurcation from the host contract.

The Company acknowledges that a) it is responsible for the adequacy and accuracy of disclosures in
our 2005 Form 10-K, b) staff comments or changes to disclosures in response to staff comments do
not foreclose the Commission from taking action with respect to filings, and c) it can 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.

Sincerely,

/S/ DAVID J. KIMICHIK

Mr. David J. Kimichik

Chief Financial Officer

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254