SecProbe.io

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CORRESPONDENCE

 Suzanne D. Lecaroz

 617.570.1306

 slecaroz@

 goodwinprocter.com

 Goodwin Procter LLP

 Counsellors at Law

 Exchange Place

 Boston, MA
02109

 T: 617.570.1000

 F: 617.523.1231

 May 12, 2005

 VIA EDGAR AND VIA HAND DELIVERY

 Elaine Wolff, Special Counsel

 Michael McTiernan, Attorney-Advisor

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

 Re:

DiamondRock Hospitality Company

Amendment No. 2 to

Registration Statement on Form S-11 Filed May 4, 2005

Registration No. 333-123065

 Dear Ms. Wolff and Mr. McTiernan:

 This letter is submitted on behalf of DiamondRock Hospitality Company (the “Company”) in response to comments of the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-11 (the “Registration Statement”) filed with the
Commission on March 1, 2005, as amended pursuant to Amendment No. 2 to the Registration Statement filed with the Commission on May 4, 2005 (“Amendment No. 2”), as set forth in your letter, dated May 11, 2005 (“Comment Letter 3”),
to Mr. William McCarten, Chairman of the Board and Chief Executive Officer of the Company. The Company is concurrently filing Amendment No. 3 to the Registration Statement (“Amendment No. 3”), which includes changes to reflect responses to
the Staff’s comments and to update certain disclosures. The responses in this letter are based on representations made by the Company to Goodwin Procter LLP for the purpose of preparing this letter. The Company will separately deliver copies of
Amendment No. 3, marked to show changes responsive to Comment Letter 3, to members of the Staff specified in Comment Letter 3.

 In addition, the Company is providing an additional response to comment No. 73 as set forth in the Staff’s letter, dated March 23, 2005, to Mr.
McCarten (“Comment Letter 1”).

 For reference
purposes, the text of Comment Letter 3 has been reproduced herein with responses below each numbered comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to Amendment No. 2 and page references
in the responses refer to Amendment No. 3.

 Securities and Exchange Commission

 Page 2

 General

1.
We note that you are concurrently selling shares directly to Marriott. Please confirm that this sale is intended to be covered by the registration statement for this
offering, that no offers were made to Marriott prior to filing the registration statement, that no written offers have been made to Marriott since the filing of the registration statement and that you have not and will not, prior to effectiveness of
the registration statement, enter into a definitive agreement with respect to these shares.

 Response: In response to the Staff’s comments, the Company confirms that the direct sale of shares to Marriott is intended to be covered by
the Registration Statement for this offering. Furthermore, the Company confirms that (i) no offers were made to Marriott prior to filing the Registration Statement, (ii) no written offers have been made to Marriott since the filing of the
Registration Statement and (iii) the Company has not, and will not, prior to the effectiveness of the Registration Statement, enter into a definitive agreement with respect to these shares.

 Prospectus
Summary, page 1

2.
Please include a separate discussion of conflicts of interest as a result of your relationship with one of your underwriters. In this regard, we note from the resale
registration statement filed April 4 that you are registering all of the shares of common stock purchased or placed by Friedman, Billings, Ramsey & Co., Inc. in your July 2004 private placement, and all of the 3,000,000 shares of common stock
purchased by Marriott. In your discussion please describe these arrangements and quantify proceeds to be received by them.

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on pages 3 and 29 of Amendment No. 3 to
provide the referenced disclosure.

3.
We note your statement that the number of shares that Marriot will own will represent 9.8% ownership in DiamondRock. Please revise to explain whether this includes the 3
million shares that are being resold in the concurrent resale registration statement.

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on pages 1, 15, 46, 132 and 179 of Amendment
No. 3 to indicate that the 3.0 million shares purchased by Marriott is included in the 9.8% ownership figure. In addition, the Company supplementally informs the Staff that although these 3.0 million shares will be included for registration in the
resale registration statement, the Company is not aware of Marriott’s plans to sell or hold such shares upon effectiveness of the resale registration

Securities and Exchange Commission

 Page 3

 statement. In addition, the Company notes that Marriott will be subject to the lock-up agreement described in “Lock-Up Agreements” on page 144, which prohibits it from selling any shares (including the subject 3.0 million shares)
for 180 days after the effective date of the Registration Statement.

 Our Acquisition Properties, page 8

4.
Please revise footnote 4 to the table to disclose what you mean by “near term.”

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on pages
7, 8, 85 and 96 of Amendment No. 3 to provide the referenced disclosure.

 Our Distribution Policy, page 13

5.
Please disclose the percentage of your initial dividend that you expect will be a return of capital and the percentage that your estimated initial dividend will be of your
estimated cash available for distribution.

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on page 13 of Amendment No. 3 to provide the referenced disclosure.

 Dividend
Policy and Distributions, page 46

6.
Please disclose in the third paragraph the percentage of your initial dividend that you expect will be a return of capital and the percentage that your estimated initial
dividend will be of your estimated cash available for distribution.

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on page 47 of Amendment No. 3 to provide the referenced disclosure.

7.
Please revise the bullet points on page 47 to reflect that you are estimating cash available for distribution as of March 25, 2006.

 Response: In response to the Staff’s comments, the Company has
revised the Registration Statement on page 48 of Amendment No. 3 to provide the referenced disclosure.

8.
Please revise the table to reflect a build-up to “estimated cash available for distribution for the twelve months ending March 25, 2006.”

 Securities and Exchange Commission

 Page 4

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on page 49 of Amendment No. 3 to provide the referenced disclosure.

9.
Please revise to include disclosure concerning your assumptions used in determining the amount of cash flows used in investing activities during the next twelve months. If
this is based on historical expenditures, please disclose the amounts paid during the most recent years in order to support the amount estimated.

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on page 49 of
Amendment No. 3 to provide the referenced disclosure.

10.
We understand that, in addition to the $12.2 million required to be funded in your FF&E escrow, you estimate an additional $13.5 million to be used in capital
renovation projects of which $6.5 million will come from your use of proceeds from this offering. If you intend on using debt financing to cover the additional $7.0 million in capital expenditures please revise to include such amounts in the table
along with the cash inflows from the related financing. However, you should not include the cash flows from this financing if you do not have a signed commitment. Alternatively, if you plan to use existing cash to fund the remaining $7.0 million in
capital expenditures, include a note to the table explaining this.

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on page 49 of Amendment No. 3.

11.
Please revise to disclose, in a separate note to the table, your total planned capital expenditures during the next twelve months and sources of cash for such
expenditures.

 Response: In response
to the Staff’s comments, the Company has revised the Registration Statement on page 49 of Amendment No. 3 to provide the referenced disclosure.

12.
If your ratio of intended initial distribution to cash available for distribution exceeds 100%, please identify and disclose the source of funds for such excess
distribution.

 Response: In response
to the Staff’s comments, the Company has revised the Registration Statement on page 22 of Amendment No. 3 to provide the referenced disclosure as the cash available for distribution will exceed 100%.

 Securities and Exchange Commission

 Page 5

 Dilution, page 50

13.
It appears that the “increase in pro forma net tangible book value per share attributable to this offering” in the table is inconsistent with the figure provided
in the preceding paragraph. Please revise or advise.

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on page 51 of Amendment No. 3 to make the referenced disclosure consistent.

 Selling
Stockholders, page 137

14.
Please revise footnote 3 to reflect, if accurate, that such selling stockholders purchased the shares in its ordinary course of business and, at the time of the purchase
of the shares, such selling stockholders had no agreements or understandings, directly or indirectly, with any person to distribute the shares.

 Response: In response to the Staff’s comments, the Company respectfully informs the Staff that there will be no
selling stockholders in the offering and, accordingly, the references to selling stockholders have been deleted in Amendment No. 3.

 Registration Rights Agreement, page 138

15.
Please revise to reflect that the registration rights agreement was filed April 4, 2005.

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on page
142 of Amendment No. 3 to provide the referenced disclosure.

 Underwriting, page 171

16.
Please disclose in this section or in the “Selling Stockholders” section the fees to be paid to the underwriters by the selling stockholders.

 Response: In response to the Staff’s
comments, as noted above, the Company respectfully informs the Staff that there will be no selling stockholders in the offering and the references to selling stockholders have been deleted in Amendment No. 3.

 Securities and Exchange Commission

 Page 6

 Financial Statements

 Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2004, pages F-12—F-15 Note O, page F-14

17.
We note that you recorded an adjustment to reflect a pro forma income tax benefit of $7.1 million on income before taxes of $5.1 million, resulting in an effective rate of
138%, assuming you had elected REIT status as of January 1, 2004. We also note that your effective tax rate during the quarters ended March 25, 2005 and March 26, 2004 was approximately 33.4% and (12%), respectively. Please expand your disclosure to
explain the estimates and assumptions used in determining your effective rate and income tax benefit for the year ended December 31, 2004.

 Response: In response to the Staff’s comments, the Company has revised the Registration Statement on pages F-14 and F-15 of Amendment No. 3.

18.
If your income tax benefit is primarily related to losses incurred at your taxable REIT subsidiary, as disclosed on page F-31, please advise us of the principle
differences between income before taxes on a consolidated basis and your loss before income taxes at your taxable REIT subsidiary.

 Response: In response to the Staff’s comments, please see attached as Exhibit A hereto, a reconciliation showing the differences
between income before taxes on a consolidated basis and loss before income taxes at the Company’s taxable REIT subsidiary.

 Capital Hotel Investments, LLC

 Financial Statements and Notes

 Independent
Auditors’ Report, page F-117

19.
Please revise to include the auditor’s signature in typed form within the electronic S-11 filing. Refer to Regulation S-T.

 Response: In response to the Staff’s comments, the Company has
revised the Registration Statement on page F-101 of Amendment No. 3 to provide the auditor’s signature in typed form.

 Exhibits

 Tax Opinion

20.
 We note your response to comment 25. Please have counsel revise its opinion that the operating partnership will be treated as a “partnership”
for federal income tax

Securities and Exchange Commission

 Page 7

 purposes, assuming limited partners are admitted in accordance with partnership agreement.

 Response: In response to the Staff’s comments, the Company has revised its tax opinion. A blackline of the revised tax opinion is attached
hereto as Exhibit B.

21.
Please supplementally advise us what tax certificate covenants must be relied upon in order to issue the opinion. We note that the opinion is already limited to the
proposed ownership and operations.

 Response: In response to the Staff’s comments, the Company supplementally informs the Staff that in the REIT certificate, the Company makes certain representations regarding its ownership and operations that enable us to
conclude that the Company’s past and current ownership and operations enable it to qualify as a REIT. In describing the REIT certificate in the tax opinion, we use the term “covenants” to refer to the Company’s undertakings that
it will comply with those representations for the balance of the current year and in future 4 years, and form the basis for our opinion that the Company will qualify as a REIT “for the taxable year ending December 31, 2005 and for subsequent
taxable years.”

 Directed Share Program

22.
Please supplementally confirm that funds are not accepted into the accounts prior to effectiveness of the registration statement.

 Response: In response to the Staff’s comments, the Company
supplementally confirms that funds are not accepted into the accounts prior to effectiveness of the registration statement.

 Comment Letter No. 1

73.
When known, please revise to identify the members of the underwriting syndicate that will engage in electronic distributions. Supplementally, please confirm that those
underwriters have cleared their online offering procedures with the staff. If not, please provide a more detailed description of their online offering procedures, including screen shots and drafts of any communications those underwriters propose to
use in the electronic distribution.

 Banc of
America Securities LLC has advised the Company that it may deliver the preliminary prospectus and any amendments thereto to certain of its clients by posting electronic versions of those documents on the “i-Deal” website. No preliminary
prospectus will be delivered electronically until a preliminary prospectus has been prepared and filed with the Staff in conformity with the Securities Act. The electronic version of the preliminary prospectus shall be identical to the copy filed
with the Staff.

 Electronic versions of the preliminary
prospectus and any amendments thereto will only be made available to customers who have previously consented to receive such documents electronically. These customers may also request a hard copy of the preliminary prospectus or any amendment
thereto, and may revoke