SecProbe.io

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20549-0409

December 3, 2004

Mr. Andrew M. Sims
President
MHI Hospitality Corporation
814 Capitol Landing Road
Williamsburg, Virginia 23185

Re:	MHI Hospitality Corporation
	Amendment No. 4 to Form S-11 filed November 29, 2004
	File No.  333-118873

Dear Mr. Sims:

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 Summary
1. We note your response to prior comment 1; however, it appears that
you merely deleted the quotation marks.  Please refrain from using
defined terms.  Please revise as necessary to ensure that the meaning
of the terms are clear from the context. Refer to Rule 421 of
Regulation C.
2. We note your response to Comment 2. We are uncertain why you have
deleted references to MHI Hotels Services LLC as your predecessor
group. Please revise to restore the references, or advise us why you
believe it appropriate not to do so.  Furthermore, our previous
comment requested a recent brief summary of any significant corporate
events including reorganizations, mergers, acquisitions, etc.
Additionally, please remove the awards list and the references to the
"full-service expertise" and "extensive experience in managing hotel
properties" are already discussed on page 3.

Environmental Matters, page 78
3. We note your additional disclosure regarding your review of Phase
I ESA reports.  Please revise your disclosure to state that Phase I
ESA reports do not reveal all environmental liabilities. Furthermore,
on a supplemental basis tell us why you do not consider the presence
of the asbestos-containing materials to pose a material risk.  Please
revise your disclosure to clarify whether you are referring to
financial or legal risks in your disclosure.

Underwriting
4. We note that you have agreed to reimburse BB&T Capital Markets for
out-of-pocket expenses incurred in connection with its services
relating to the offering. Please revise here and on the prospectus
cover page to indicate whether there is a cap in place with respect
to these fees.

Exhibits
5. We note your response to Comment 9; however, we reissue our
previous comment.  In addition, please supplementally provide the
staff with copies of the opinion regarding the validity of the
securities and the tax opinion, or file these opinions in your next
amendment.  We must review these opinions and other exhibits before
the registration statement is declared effective and we may have
additional comments.

General

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 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 Howard Efron at 202-824-5347 or Donna Di Silvio,
Accounting Branch Chief, at 202-942-1852 if you have questions
regarding comments on the financial statements and related matters.
Please contact Paul Fischer at 202-942-1903 or the undersigned at
202-942-2987 with any other questions.

			Sincerely,

			Peggy Kim
			Senior Counsel

cc:	Thomas J. Egan, Esq.
	Baker & McKenzie LLP
	by facsimile, 202-452-7074

MHI Hospitality Corporation
Page 3

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