SecProbe.io

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      May 24, 2005

Mail Stop 0409

William W. McCarten
Chief Executive Officer
DiamondRock Hospitality Company
10400 Fernwood Road, Suite 300
Bethesda, Maryland  20817

Re:	DiamondRock Hospitality Company
      Amendments No. 3 and 4 to
      Registration Statement on Form S-11 Filed May 12, 2005
      Registration No. 333-123065

Dear Mr. McCarten:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review 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.

Prospectus Cover Page

1. Please remove the reference to selling stockholder proceeds in
the
pricing table.

Prospectus Summary

2. We note your response to comment 2 and your addition of a
summary
risk factor.  However, we reissue the comment.  Please include a
separate section in the summary that summarizes the conflicts of
interest described in the risk factor on page 29.

      Our Distribution Policy, page 13

3. Please revise here and elsewhere in the prospectus your
references
to "pro forma cash available for distribution."  The proper term,
as
provided in the table on page 49, is "estimated cash available for
distribution."

4. Please disclose the specific source of cash used to pay the
distribution amounts that are in excess of 100% of estimated cash
available for distribution.  To the extent that you intend to
borrow
funds for these purposes, please identify the committed facility
to
be used for this purpose.  Please add corresponding disclosure to
the
related risk factor on page 22 and the "Dividend Policy and
Distributions" section on page 47.

      Risk Factors, page 3

5. Please revise the last bullet on page 3 to disclose which
underwriters have interests in the offering other than
underwriting
discounts.  In addition, please disclose that Friedman, Billings,
Ramsey & Co., Inc. acted as initial purchaser and placement agent
in
your July 2004 private placement and that an affiliate of Banc of
America Securities LLC will receive proceeds from the offering.

      Restrictions on Ownership of our Common Stock, page 12

6. This section contains detailed information about your ownership
limitations that is more appropriate for the body of the
prospectus.
The summary should be limited to the most significant aspects of
your
company and your offering.  Please revise to more concisely
summarize
the ownership limitations.

Risk Factors, page 20

7. Please supplementally advise us whether the restrictions on
distributions and dividends provided in your loan agreements are
customary lock-box provisions relating to the payment of interest
and
property operating expenses.  If not, please provide a brief
description in the risk factor of the restrictions.  In addition,
please reference these restrictions in the "Liquidity and Capital
Resources" section of your MD&A and the discussion of restrictions
on
distributions in the "Dividend Policy and Distributions" section.

Part II-- Item 33

8. Please include disclosure regarding the indemnification
agreements
described on page 129.

Electronic Distributions- Global Consent

9. In the fourth line of the first page, the reference to "or
other
suitable correspondence" is too vague.  Please specify how
notifications will be made.

10. Please include a statement that nothing in the agreement
causes
the participant to waive any rights such person may have under the
federal securities laws.

*  *  *  *
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and 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 informed decision.  Since the company and its 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.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Josh Forgione at (202) 551-3431 or Linda van
Doorn, Senior Assistant Chief Accountant, at (202) 551-3780 if you
have questions regarding comments on the financial statements and
related matters.  Please contact Michael McTiernan, Special
Counsel,
at (202) 551-3852, or me at (202) 551-3495 with any other
questions.

Sincerely,

Elaine Wolff
Branch Chief

cc:	Gilbert G. Menna (via facsimile)
	Goodwin Proctor LLP
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DiamondRock Hospitality Company
Page 3

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