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CORRESP (2) Eagle Hospitality Properties Trust, Inc.Re:File No.333-128798

 DLA Piper Rudnick Gray Cary US LLP

 4700 Six
Forks Road, Suite 200

 Raleigh, North Carolina 27609-5244

 T 919.786.2000

 F 919.786.2200

 W
www.dlapiper.com

 JEFFREY D. MILLER

 jeffrey.miller@dlapiper.com

 T 919.786.2005

 October 26, 2005

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street NE

 Mail Stop 4561

 Washington, DC 20549-4561

Attn:
Karen J. Garnett, Assistant Director

Re:
Eagle Hospitality Properties Trust, Inc.

 Registration Statement on Form S-3

 Filed October 3, 2005

 File No. 333-128798

 (Confidential, For Use of the Commission Only)

 Ladies and Gentlemen:

 This law firm represents Eagle Hospitality Properties Trust, Inc. (the “Company”). We are writing this letter on behalf of the Company in
response to the comment letter from Karen J. Garnett, Assistant Director, dated October 21, 2005, regarding the Company’s Registration Statement on Form S-3 (File No. 333-128798) filed on October 3, 2005.

 For your convenience, we have reproduced below the numbered comments from the
comment letter and included the Company’s responses to such comments.

 Summary

1.
Comment: Please clarify the dates the operating partnership units were issued and when they became convertible. Note that we view the date the units become convertible as an
offering of the underlying REIT shares. Please tell us also where you have filed the agreement relating to the operating partnership units sales pursuant to Item 601 of Regulation S-K.

 Response: EHP Operating Partnership, L.P. issued an aggregate of
5,566,352 operating partnership units on October 6, 2004 upon its acquisition of the Cincinnati Landmark

Securities and Exchange Commission

 October 26, 2005

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 Marriott, Hilton Cincinnati Airport, Chicago Marriott Southwest at Burr Ridge, Embassy Suites Hotel Cincinnati-RiverCenter, Embassy Suites Hotel
Columbus/Dublin, Embassy Suites Hotel Cleveland/Rockside and Embassy Suites Hotel Denver-International Airport. These operating partnership units were issued in private transactions exempt under Section 4(2) pursuant to option acquisition
agreements dated May 4, 2004 with respect to the hotels. Such agreements were filed by the Company as Exhibits 10.2 through 10.8 in Amendment No. 1 to Registration Statement on Form S-11 (File No. 333-115213) on June 21, 2004.

 After a one-year lock-up period, the operating partnership
units are redeemable for shares of common stock or cash (at the Company’s option) pursuant to Section 8.04 of the Agreement of Limited Partnership of EHP Operating Partnership, L.P., which was filed by the Company as Exhibit 10.1 in
Amendment No. 2 to Registration Statement on Form S-11 (File No. 333-115213) on July 27, 2004.

 As a result of the foregoing, the operating partnership units became convertible for shares of common stock or cash (at the Company’s option) on
October 6, 2005. The initial filing of the Company’s Registration Statement on Form S-3 was submitted on October 3, 2005, which was within the 50- to 54-week filing window as calculated from the date of the issuance of the underlying
operating partnership units.

 Selling
Stockholders, page 33

2.
Comment: Please revise the selling stockholder table to include all the information required by Item 507 of Regulation S-K relating to the class of shares being
registered including, the amount of shares of the class held by the selling stockholders before the offering, the amount of shares of the class to be offered for the selling stockholder’s account and the amount and percentage of the shares to
be held by each selling stockholder after the completion of the offering.

 Response: The Company believes that the section titled “Selling Stockholders,” including the lead-in paragraph, table and notes thereto, complies in all material respects with the requirements of
Item 507 of Regulation S-K.

 It is not feasible to
estimate with any degree of certainty the amount and percentage of shares of common stock that would be held by each selling stockholder after completion of the offering. As noted in the lead-in paragraph on page 33, assuming a selling stockholder
redeems all of his or her operating partnership units for shares of common stock, such holder may offer all, some or none of such shares. Further, the Company has the option to satisfy redemption requests by paying the cash value of the unit in lieu
of issuing shares. As a result,

Securities and Exchange Commission

 October 26, 2005

 Page 3

 no estimate can be made of the total number of shares of common stock that will be offered by the selling stockholders pursuant to the prospectus or as to
the total number or percentage of shares of common stock that the selling stockholders will hold after completion of the offering.

 Although no column is separately included in the table setting forth the total number of shares of common stock owned by each selling stockholder prior to
the offering, we believe that such information can easily be found in the notes to the table. For instance, J. William Blackham beneficially owns a total of 89,196 shares of common stock, which consists of 8,382 operating partnership units (as
reflected in the table as the number of shares issued upon redemption of such units) and 83,333 shares of restricted stock and 4,000 shares of common stock (as reflected in Note 7 to the table). Also, we believe that Notes 3 and 5 appropriately
describe William P. Butler’s beneficial ownership of common stock prior to the offering.

 Notwithstanding the foregoing, for ease of reading, the Company will add a separate column in the table setting forth the total number of shares of common stock owned by each selling stockholder prior to the offering.
Since the Company has not yet circulated the prospectus, we believe it is appropriate to add such a column after effectiveness through a Rule 424(c) supplement. The Company undertakes not to circulate the prospectus until this column has been added.

3.
Comment: We note that the total number of shares being offered for resale as disclosed on page 33 is inconsistent with the total number of shares disclosed in the table on
page 34. Please revise or advise.

 Response:
The correct number of shares being offered for resale is 4,031,334. This number correctly appears on the cover page of the prospectus, as a summation in the selling stockholders table on page 34 and under “Plan of Distribution” on page
36. The number of shares mentioned in the lead-in paragraph to the selling stockholders table on page 33 is a typographical error. Since the Company has not yet circulated the prospectus, we believe it is appropriate to correct this typographical
error through a Rule 424(c) supplement. The Company undertakes not to circulate the prospectus until this typographical error has been corrected.

4.
Comment: Tell us the meaning of the sentence that immediately precedes the selling stockholder table since it appears that, with respect to beneficial ownership, the table
speaks for itself. It is not clear how you could register the resale of shares that are not outstanding at the time you file the registration statement. Refer to Instruction I.B.3 to Form S-3.

 Securities and Exchange Commission

 October 26, 2005

 Page 4

 Response: The intent of the sentence immediately preceding the selling
stockholder table is simply to make the reader aware that the table (including the notes thereto) provides complete information with respect to all shares of common stock beneficially owned by each selling stockholder prior to the offering, as
required by Item 507 of Regulation S-K.

 The shares of
common stock offered by KY Florida Hotel Investors, Inc. and Corporex Companies LLC are currently outstanding. Such shares were issued on October 6, 2004 in private transactions exempt under Section 4(2) of the Securities Act.

 All of the other shares of common stock listed for resale in the table
are issuable in the future upon the redemption of outstanding operating partnership units that were issued on October 6, 2004 in private transactions exempt under Section 4(2) of the Securities Act.

 In the Division of Corporation Finance: Manual of Publicly Available
Telephone Interpretations, March 1999 Supplement, No. 3S under Securities Act Sections states as follows:

 If the company satisfies the Form S-3 registrant eligibility requirements and the offering satisfies the Form’s secondary offering requirements, the
staff believes that the company may use Form S-3 to register, prior to the conversion, the resale of the common stock issuable upon conversion of the outstanding convertible securities.

 The Company satisfies the registrant requirements under Instruction I.A to Form S-3 and, since the aggregate market value of
the common stock held by non-affiliates of the Company is $75 million or more, the offering satisfies the transaction requirements under Instruction I.B.1 to Form S-3.

5.
Comment: With regard to any selling stockholders who are non-natural persons, please identify all selling shareholders who are registered broker-dealers or affiliates of
broker-dealers. Additionally, tell us if the broker-dealer received the securities as underwriting compensation. Please note that a registration statement registering the resale of shares being offered by broker-dealers must identify the
broker-dealers as underwriters if the shares were not issued as underwriting compensation.

 Response: None of the selling stockholders are underwriters, broker-dealers or affiliates of underwriters or broker-dealers.

 The Company acknowledges that (i) the Company is responsible for the
adequacy and accuracy of the disclosure in the filing; (ii) staff comments or changes to disclosure in response

Securities and Exchange Commission

 October 26, 2005

 Page 5

 to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) 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.

 If you need any additional information, please call me at (919) 786-2005.

Sincerely,

 /s/ Jeffrey D. Miller

 Jeffrey D. Miller

 JDM/jal

cc:
Securities and Exchange Commission

 Charito A. Mittelman

 Eagle Hospitality Properties Trust, Inc.

 J. William Blackham

 Raymond D. Martz

 DLA Piper Rudnick Gray Cary US LLP

 Michael
S. O’Sullivan