SecProbe.io

June 23 , 2014

Via E -mail
Mr. Bryan A. Giglia
Chief Financial Officer
Sunstone Hotel Investors, Inc.
120 Vantis, Suite 350
Aliso Viejo, CA 92656

Re: Sunstone Hotel Investors, Inc.
 Form 10-K
Filed February 25, 2014
File No. 1 -32319

Sunstone Hotel Investors, Inc.
 Schedule 14A
Filed March 25, 2014
File No. 1 -32319

Dear Mr. Giglia :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the request ed
response.   If you do not believe our comments apply 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2013

Operating Activities, page 34

1. We refer to your table on page 44 where you reconcile FFO to net income.  We note that
your recon ciliation adjusts for preferred stock dividends and redemption charges, which
is inconsistent with the FFO measure as defined by NAREIT.  In future Exchange Act
reports, please revise to remove this adjustment and confirm that your FFO measure is as
define d by NAREIT.  Alternatively, please rename the performance indicator.

Mr. Bryan A. Giglia
Sunstone Hotel Investors, Inc.
June 23, 2014
Page 2

 4. Discontinued Operations, page F -22

2. We note that a gain of $51.6 million was recognized for the sale of the Rochester
Portfolio.  Please provide us with your analysis of how you calculated and determined the
accounting for the gains in the transaction, including the gains that were deferred.  Please
cite the applicable guidance in your response.  In addition, please expand upon the
redemption terms of the Preferred Equity Investme nt.

Schedule 14A

General

3. In future Exchange Act reports, please revise the “say on pay” proposal to comply with
Compliance and Disclosure Interpretations Exchange Act Rules 169.07.

We urge all persons who are responsible for the accuracy and adequacy o f the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 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.

You may contact Isaac Esquivel, Staff Accountant,  at (202) 551 -3395  or me at (202) 551 -
3429  if you have questions regarding comment s on the financial statements and re lated matters.
Please contact Folake Ayoola, Staff Attorney,  at (202) 551 -3673 or Jennifer Gowetski, Staff
Attorney,  at (202) 551 -3401  with any other questions.

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant