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<FILENAME>filename1.txt
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      August 12, 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.
		Amendment No. 1 to Registration Statement on
		Form S-11
		Filed August 1, 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.

	All page numbers refer to the marked courtesy copy that you
provided to us.

1. We note that you have added disclosure that you will not begin
this offering of units until the offering of Apple REIT Six is
concluded.  In this regard, please confirm that before you request
effectiveness, the offering of Apple REIT Six has been concluded.

2. We note your response to comment 3 of our prior letter, dated
July
5, 2005.  In the summary and in the description of capital stock,
please revise to describe how unit holders will receive notice
that
the Series B preferred shares have been converted and that the
Series
A preferred shares will terminate and no longer have any priority
distribution rights.

3. In this regard, we note that you state that Mr. Knight has no
intention regarding the conversion of the Series B convertible
preferred shares.  In the footnotes on page 103, it appears that
Mr.
Knight has previously converted his preferred shares in connection
with an acquisition or merger with an affiliate.  Please advise us
as
to whether this is also his intention with respect to the Series B
convertible preferred shares of Apple REIT Seven.

4. We note your response to previous comment 15 and your reliance
on
the relief granted in the Behringer Harvard REIT et al, (October
26,
2005) no action letter.  Please be advised that you are
responsible
for analyzing the applicability of the tender offer rules to the
Apple REIT Seven, Inc. share repurchase plan and for determining
the
availability of any exemption under Rule 13e-4 and Regulation 14E.
We are not taking a position on the conclusions described in your
response and urge you to consider all the elements of your share
repurchase program in determining whether the program is
consistent
with relief granted by the Division of Corporation Finance in
prior
no action letters.

5. We note the submission of correspondence between Apple REIT Six
and the Division of Market Regulation, however, please tell us how
Apple REIT Seven`s repurchase of shares will be conducted in a
manner
that is consistent with the restrictions on activities by issuers
during distributions of securities set forth in Regulation M.
Please
also advise us as to whether you will file an application for
exemptive relief regarding Rule 102 of Regulation M with the
Division
of Market Regulation. See CNL American Properties Fund, Inc.,
(Letter
dated August 13, 1998) and T REIT Inc. (Letter dated June 4, 2001)

Risk Factors, page 11

6. We note your response to comment 2 of our prior letter.  Please
revise to include a risk factor that discusses the statutory
provisions regarding affiliated transactions and control share
acquisition, since these appear to be anti-takeover provisions.

Our management will spend time on other activities with other
entities that may compete with us, page 16

7. Please revise to discuss the specific risks with respect to
Apple
REIT Six, which has substantially similar investment policies and
objectives.

We make forward-looking statements in this prospectus which may
prove
to be inaccurate, page 30

8. We note that you state: "[t]his prospectus contains forward-
looking statements within the meaning of the federal securities
laws
which are intended to be covered by the safe harbors created by
those
laws."  Please note that both the Securities Act and the Exchange
Act
expressly exclude statements made in connection with an initial
public offering from the safe harbor for forward-looking
statements
provided by the Private Securities Litigation Reform Act of 1995.
Please revise or tell us which safe harbors you are referring to.

Compensation, page 32

9. We note your response to comment 14 in our prior letter.
Please
revise the compensation table to include the value of the units in
the event the minimum and maximum offering amounts are raised.

Conflicts of Interest, page 36

10. We note your response to comment 24 of our prior letter.
Further, we note that you do not expect that Apple REIT Seven will
acquire properties until after Apple REIT Six and any other prior
programs have previously completed their acquisition activities.
Please revise to address the risks and conflicts in the event that
Apple REIT Seven purchases properties from these affiliates, and
the
incentive for Mr. Knight to receive compensation on both the sale
and
purchase of the same property.  In addition, although you expect
that
your acquisition stage will not coincide with acquisition stage of
Apple REIT Six, it appears that an overlap remains with respect to
the operation, disposition, and liquidation stages.  Please
address
how affiliates will prioritize or allocate investment, financing,
and
disposition opportunities between the similar REITs, in particular
Apple REIT Six.

Prior Performance of Programs Sponsored by Glade M. Knight, page
60

11. We note your response to comment 29 in our prior letter.
Please
revise to state that there are no material adverse developments or
conditions experienced by any prior programs, as stated in your
response.

Financial Statements

Note 1 - Summary of Significant Accounting Policies
Significant Accounting Policies
Stock Based Compensation, page F-4

12. We note your disclosure relating to the adoption of SFAS
123(R).
However, later in the note you make reference to SFAS 103(R).
Please
revise to clarify this apparent conflict as appropriate and advise
us.

*	*	*

      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 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 Yolanda Crittenden, Staff Accountant, at
202-
551-3472 or Jorge Bonilla, Senior Accountant, at 202-551-3414 if
you
have questions regarding comments on the financial statements and
related matters.  Please contact Charito A. Mittelman at 202-551-
3402
or me at 202-551-3411 with any other questions.

	Sincerely,

	Peggy Kim
	Senior Counsel

cc:	Martin B. Richards, Esq. (via facsimile)
	McGuire Woods LLP

13. Reviewer`s Remarks

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Glade M. Knight
Apple REIT Seven, Inc.
August 12, 2005
Page 1

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