SecProbe.io

Mail Stop 4561
September 26, 2006

Jon D. Kline
903 Calle Amanecer, Suite 100
San Clemente, CA 92673

Re: Sunstone Hotel Investors, Inc.
  Form 10-K for Fiscal Ye ar Ended December 31, 2005
Forms 10-Q for Fiscal Quarters E nded March 31, 200 6 and June 30,
2006
  File No. 001-32319

Dear Mr. Kline:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your documents.  In some of our
comments, we may ask you to provide us in formation so we may better understand your
disclosure.  After reviewing this inform ation, we may or may not raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K

Financial Statements and Notes

Note 11 - Series C Cumulative Convertible  Redeemable Preferred Stock, page F-24
1. Please tell us and disclose in future fili ngs the conversion terms for this series of
preferred stock.  Explain to us how you considered the guidance in SFAS 133 including paragraph 61(l) and EITF 00- 19 in determining the accounting for the
conversion features in your Series C Cumulative Convertible Redeemable
Preferred Stock.

Jon D. Kline
Sunstone Hotel Investors, Inc.
September 26, 2006 Page 2

Note 12 – Shareholders’ Equity, page F-25

Common Stock, page F-26
2. Refer to the third paragraph.  We noted  that the company granted 434,211 shares
of restricted stock to the company’ s executive officers on October 26, 2004,
which will vest over a five year period beginning on the grant date.  Please clarify if the shares vest ratably over the five year period and how the vesting is being
accounted in the company’s financial stat ements and provide us your GAAP basis
in supporting your accounting treatment.

Exhibits 31.1 and 31.2
3. Reference is being made to your Form 10-K for the period ended December 31, 2005 and Form 10-Q for the periods ended March 31, 2006 and June 30, 2006.  We note that your certifications include the title of the certifying individual in the
“I, [identify the certifying individual], certify that:” line.  Considering that the
certifications must be signed in a personal capacity, please confirm to us that your
officers signed such certifi cations in a personal capacity  and that you will revise
your certifications in future filings to exclude the title of the certifying individual
from the opening sentence.

*    *    *    *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Detailed cover letters gr eatly facilitate our
review.  Please file your corever letter on EDGAR.  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

ƒ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

ƒ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

Jon D. Kline
Sunstone Hotel Investors, Inc.
September 26, 2006 Page 3

ƒ 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Yolanda Crittendon, Sta ff Accountant, at (202) 551-3472 or the
undersigned at (202) 551-3498 if you have questions.

Sincerely,

Linda VanDoorn
Senior Assistant Chief Accountant