SecProbe.io

May 12, 2015

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 for the year ended December 31, 2014
Filed February 19, 2015
Form 8 -K filed February 17, 2015
File No. 1 -32319

Dear Mr. Giglia :

We have limited our review  of your filing s to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2014

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Non-GAAP Financial Measures, page 43

1. We note that your pres entation of FFO on page 47 appears to represent FFO attributable
to common and preferred shareholders.   Please advise and to the extent that you continue
to present this measure in future filings revise your label accordingly.

Mr. Bryan A. Giglia
Sunstone Hotel Investors, Inc.
May 12, 2015
Page 2

 Seasonality and Volatil ity, page 63

2. We note your presentation of Comparable Portfolio Revenues.  As this appears to be a
non-GAAP measure, please tell us how your presentation complies with Item 10(e) of
Regulation S -K or advise.

Form 8 -K filed February 17, 2015

Exhibit 99.1

Comparable Hotel EBITDA and Margins, page 18

3. Please provide the following information with respect to your reconciliation of Hotel
EBITDA, Hotel EBITDA Margins and the related Comparable Hotel measures.
 Tell us the consideration you gave  to Regulation G and Item 10(e)(1)(i) of
Regulation S -K.  Specifically we note that Hotel Revenue and Hotel Expenses
used to derive your non -GAAP measures are not consistent with the amounts
presented on your GAAP Statement s of Operations.
 Tell us the co nsideration you gave to  Question 102.10 of the Compliance and
Disclosure Interpretations on Non -GAAP Financial Measures.
 It appears that Hotel EBITDA includes adjustments other than those specified  in
the definition of EBITDA.  Please advise and revise yo ur labels accordingly in
future filings.
If after further consideration you conclude that a revision to your reconciliation of the
non-GAAP measures is appropriate, provide us with your revised presentation to be
included in future filings.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and i ts management are
in possession of all facts relating to a company’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 s;

 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 s; 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.

Mr. Bryan A. Giglia
Sunstone Hotel Investors, Inc.
May 12, 2015
Page 3

 You may contact William Demarest, Accountant at 202 -551-3432 or me at 2 02-551-3446
with any questions.

Sincerely,

 /s/ Jaime G. John

Jaime G. John
Branch Chief