SecProbe.io

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      July 5, 2005

Mail Stop 4561

Glade M. Knight
President and Principal Executive Officer
Apple REIT Seven, Inc.
814 East Main Street
Richmond, VA 23219

	Re:	Apple REIT Seven, Inc.
		Form S-11
		Filed June 6, 2005
		File No. 333-125546

Dear Mr. Knight:

      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
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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note that you intend to increase the price to $11 per unit
after you sell the minimum offering amount.  Please note that it
is
our view that a change in the offering price would constitute a
different transaction.  As a practical matter, you may commence
the
new offering by means of a post-effective amendment to your
registration statement, rather than filing a new registration
statement on Form S-11.  Please note that such a post-effective
amendment will require a complete update of the information in the
registration statement, including the financial statements.
Please
confirm that you will file a post-effective amendment to begin the
new offering at $11.

2. We note that while many REITs are organized in Maryland, you
are
organized in Virginia.  Please tell us whether you believe there
are
any material differences between the two states` laws and explain
any
differences.  For instance, please discuss Virginia law with
respect
to anti-takeover provisions, stockholder rights, indemnification
and
the amendment of a REIT`s charter and bylaws. In addition, please
add
appropriate disclosure in the risk factors and tax discussion.
3. Please tell us how unit holders will receive notice that the
Series B convertible preferred shares have been converted and that
the Series A preferred shares will terminate and no longer have
any
priority distribution on liquidation.  Please also tell us Mr.
Knight`s intentions or plans regarding the conversion of the
Series B
convertible preferred shares.
4. Please provide us copies of any graphics, charts, maps,
photographs, and related captions or other artwork including logos
that you intend to use in the prospectus.  Such graphics and
pictorials representations should not be included in any
preliminary
prospectus distributed to prospective investors prior to the
staff`s
review of those items.
5. Please disclose your internet address, if you have one.  Refer
to
Item 101(e)(3) of Regulation S-K.

Cover Page
6. Please revise to limit the cover page to one page.  Refer to
Item
501(b) of Regulation S-K. Although we realize the limited space
available on the cover page, we note that the current organization
of
the cover page could be revised to comply.  For example, please
consider reducing the font size of your logo, rather than any
other
text and consider presenting the cover page risk factors in two-
column format.  You could also revise the bullet point disclosure
to
more succinctly describe each risk since they are described in
more
detail in the risk factor section.
7. Clarify in the last sentence of the third paragraph that
Wachovia
Bank, N.A. is also a lender on a credit line as mention on page 5.
In light of this credit agreement, please confirm our
understanding
that Wachovia will refund all funds received from investors in the
event the minimum threshold is not met even when an outstanding
balance on the credit line remains.

Suitability Standards
8. Please confirm our understanding that the disclaimers relating
to
Marriot and Hilton Hotels do not apply to your executive officer
Justin Knight who serves on the Marriott Owners Advisory Council
and
the Hilton Garden Inn Advisory Council as mentioned on page 44.

Summary

Apple Seven Advisor and Apple Suites Realty, page 2
9. Please revise to disclose the ownership interests of Apple
Seven
Advisors, which owns 10 units, and Mr. Knight who owns 240,000
Series
B convertible preferred shares.

Conflicts of Interest-beginning on page 5
10. We note disclosure in the prospectus for Apple REIT Six dated
April 23, 2004 that Mr. Knight was subject to a non-competition
clause in an employment agreement with Cornerstone Realty Income
Trust, a real estate investment trust.  Specifically, the
agreement
prevented Apple Six from purchasing properties in particular
states
where Cornerstone purchased, or might purchase, properties.  It
appears that although Cornerstone merged with Colonial Properties
Trust to become its own public company as described on page 42 of
your document, the Cornerstone employment agreement was subject to
extension for one year after termination of Knight`s employment
with
Cornerstone.  Please disclose the extent, if any, to which Mr.
Knight, and therefore, Apple REIT Seven, may be subject to any
limitations imposed by the non-competition clauses in the
employment
agreement with Cornerstone.
11. We note the affiliation between Apple REIT Seven Advisors,
Apple
Suites Realty, and Mr. Knight.  We note also that Mr. Knight
serves
as a principal for competing prior programs that have the same
investment objectives as Apple Seven.  Please discuss the extent
to
which Apple Seven Advisors, Apple Suites Realty, and Mr. Knight
may
experience conflicts relating to decisions on the purchase or
disposition of property for the benefit of other programs they may
service based on any higher fees and/or commissions payable to
them
as compared to those fees or commissions payable from Apple Seven.
You should provide a more detailed discussion of any advantageous
fee
structures exercised by the other affiliated programs in the
compensation and conflict of interest sections on page 28 and 29,
and/or the risk factor section as appropriate.
12. Clarify on pages 5 and 6 that Mr. Knight is the sole holder of
the Series B shares and that any amendment to the articles of
incorporation that may adversely impact the Series B convertible
shares is subject to the approval of 2/3 of the Series B shares as
mentioned on page 77.

Compensation, page 8
13. Please include compensation, fees, profits and other benefits
in
connection with the termination or liquidation stage. Refer to
Item
4.A. of Guide 5.
14. We note that the number of shares issuable to Mr. Knight upon
conversion of the Series B shares are tied to the number of units
sold in the offering and were sold at a nominal amount.  We note
also
your statement that the preferred shares were issued to Mr. Knight
as
an incentive to work toward completion of the offering.  In light
of
these facts, please tell why the potential issuance of shares
should
not be described as compensation here and throughout your filing,
including the risk factor and management sections. It appears from
Table II of your performance tables that similar preferred share
issuances to Mr. Knight in prior programs were eventually recorded
as
"other fees."

Share Redemption Program, page 9
15. In light of the fact that you will conduct offerings on a
continued basis of shares at different prices, and because there
will
be more than one closing, please confirm here and in your
discussion
beginning on page 80 our understanding that the share redemption
program will not commence until after the final closing of the
offering of units.

Risk Factors, page 10
16. Please discuss the risks in connection with your tax opinion
and
the fact that you have not obtained an IRS ruling.
17. We note that on pages 30 and 32 you state that you may enter
into
joint ventures.  Please revise to discuss the risks in connection
with joint ventures, including that you will be bound by the
decisions of your co-venturer, that your liabilities may exceed
the
percentage of your investment, and that you will be affected by
your
co-venturer`s financial condition.

The compensation to Apple Seven Advisors and Apple Suites
Realty...page 12
18. Expand to disclose the amount of compensation payable to Apple
Suites Realty in the event that the maximum debt amounts under
your
bylaws are incurred in each acquisition and the maximum offering
is
sold as disclosed on page 26, footnote 4.

There may be conflicts because of interlocking boards, page 13
19. Please delete the mitigating language contained in the last
two
sentences of this risk factor.

Our board may, in its sole discretion...page 17
20. Discuss the extent to which your loans may be evidenced by a
promissory note secured by a mortgage on your assets and that the
recourse of those loans may include all of your assets as
mentioned
on page 34.

You will be limited in your ability to sell your Units...page 18
21. The first sentence in the text implies that the share
redemption
program will be available to shareholders following the first year
of
the offering, even where the offering is extended beyond one year.
This appears to contradict your statement on page 9 indicating
that
the share redemption program will follow the closing of the
offering.

Use of Proceeds, page 24
22. Please clarify how you have estimated that offering expenses
will
be 1.50% for purposes of the table on page 26 and whether that
amount
includes all organizational expenses.  On page 25 you disclose
that
organization and offering expenses, when aggregated, should not
exceed 15% of the amount raised in the offering.  In light of
this,
and since selling and marketing expenses are estimated to total
10%
of the offering in the table, it appears that the offering and
organization expenses can be as high as 5%.  Please revise or
advise.

Conflicts of Interest, beginning on page 29
23. Please expand to discuss the potential conflicts arising among
your executive officers who all serve as executive officers for
the
competing real estate programs as disclosed on page 44.
24. We note your general discussion of policies to address
conflicts.
Please describe the proposed method of dealing with each conflict.
Refer to Item 5.A. of Guide 5.  In particular, please describe how
you intend to address the conflicts with respect to Apple REIT Six
and the concurrent best efforts offering, the substantially
similar
investment policies, compensation structure, and interests.
Please
also discuss how affiliates will prioritize or allocate investment
opportunities as well as their time and efforts between the very
similar REITs.

Conflicts of interest between us and Mr. Knight, page 31
25. Tell us whether Mr. Knight is the guarantor on credit lines to
other prior programs he promotes that may open him up to greater
personal liability than that extended in the Apple Seven
transaction.
If so, please revise to discuss the conflict that may arise for
Mr.
Knight in devoting time to another program where his personal
liabilities might be greater.

Available Information, page 41
26. Please revise the street address and telephone number for the
SEC
Public Reference Room: 100 F Street, N.E., Washington D.C., 20549.
Refer to Item 101(e)(2) of Regulation S-K.
Management, page 42
27. Please include your executive officers in the table on page
42.
28. Please identify the members of management for Apple Seven
Advisors and Apple Suites Realty and include biographies.

Prior Performance of Programs Sponsored by Glad m. Knight, page 50

29. Please expand the disclosure to describe any major adverse
developments or conditions that were experienced by any prior
programs. Refer to Item 8.A.2. of Guide 5.
30. Please expand your narrative summary to provide the aggregate
dollar amount of properties purchased in prior programs.  Refer to
Item 8.A.1.(e).
31. Please also provide the information requested by Item 8A.4. in
the narrative summary.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources, page 68
32. Please disclose how the $400,000 in start-up costs will be
spent.
It appears that you have completed the steps required for
organization and formation.  Please also state whether you
anticipate
seeking additional sources of external liquidity beyond the
$400,000
line of credit with Wachovia.

33. Please disclose the amount currently outstanding under the
$400,000 line of credit.

Plan of Distribution-Page 71
34. We note that David Lerner Associates also serves as
underwriter
for Apple REIT Six`s concurrent best efforts offering.  Please
tell
us how the plan of distribution and sales efforts for this
offering
are affected, if at all, by the substantially similar Apple REIT
Six
offering.

Experience of Prior Programs, page 86
35. Please disclose why Table IV is not included.  Refer to Table
IV
in Appendix II of Guide 5.
36. Please disclose, here and on page 50, that past performance is
not necessarily indicative of future results.  Please consider
adding
a similar legend on each page of the prior performance tables.

Signatures
37. Please revise to identify your principal accounting officer.

*	*	*

      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 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      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 re