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STIRLING HOTELS & RESORTS, INC.

14185 Dallas Parkway, Suite 1200, Dallas,
TX 75254

Via EDGAR

February 2, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Mail Stop 3010CF/AD8

Washington, DC 20549

 Attn: Eric McPhee

Kristina Marrone

Benjamin Holt

Dorrie Yale

 Re: Stirling Hotels & Resorts, Inc.

Registration Statement on Form 10-12G

Filed December 15, 2023

File No. 000-56623

Ladies and Gentlemen:

This letter sets forth the response of
Stirling Hotels & Resorts, Inc., a Maryland corporation (the “Company”), to the comments of the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the letter dated January 11,
2024, pertaining to the Registration Statement on Form 10-12G (the “Registration Statement”) that was submitted
to the SEC on December 15, 2023. The Company has prepared and submitted herewith Amendment No. 1 (“Am. No. 1”)
to the Registration Statement in response to the comments from the Staff. We have included the Staff’s comments below, followed
by the Company’s responses thereto.

Registration Statement on Form 10-12G

Cautionary Note Regarding Forward-Looking Statements, page i

1. We note your statement that forward-looking statements “include all statements that are not historical facts.” This definition
of forward-looking statements is overly broad. Please revise accordingly.

Response: The Company
has revised the disclosure response to the Staff’s comment.

Item 1, Business, page 3

2. Please revise here and under the heading “Initial Investment Portfolio” on page 24 to identify the independent third-party
who appraised the Initial Portfolio. Please also explain if you or your Advisor took any steps in the valuation of the portfolio and who
is responsible for the determination of the appraised value.

Response: The Company
has revised the disclosure as requested to disclose LW Hospitality Advisors (“LWHA”) as the independent third-party appraiser
engaged to value the Initial Portfolio. The appraisals as provided by LWHA were used to determine the contribution value of the Initial
Portfolio. LWHA collected all reasonably available material information that it deemed relevant in appraising the Initial Portfolio, with
additional input and oversight by Altus Group U.S. Inc. (“Altus”) and Stirling REIT Advisors, LLC (the “Advisor”).
LWHA obtained property-level information from the Advisor, including (i) property historical and projected operating revenues and
expenses; (ii) lease agreements; and (iii) information regarding recent or planned capital expenditures. LWHA reviewed and relied
in part on the property-level information provided by the Advisor and considered this information in light of its knowledge of each property’s
specific market conditions. In addition, Altus and the Advisor reviewed LWHA’s appraisal reports for reasonableness and provided
market data and other information for LWHA’s consideration. Although LWHA considered comments to its appraisal reports received
from Altus or the Advisor, the appraised values of the Initial Portfolio was determined by LWHA.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 2, 2024

Page 2

Also, the contribution value of the Initial Portfolio was reviewed
and approved by the independent directors of the Ashford Hospitality Trust Inc. Board of Directors and the Company’s Board of Directors.
We note that with respect to the monthly determination of net asset value of the Company’s shares of common stock, and as disclosed
in detail under Item 9. “Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters”
under the heading “Net Asset Value Calculation and Valuation Guidelines,” the Advisor, will value the Company’s investments
and liabilities monthly, based on the information provided by Altus, the independent valuation advisor for the Company, appraisals provided
by LWHA, current market data and other information deemed relevant.

Ownership Structure, page 10

3. Please revise the ownership structure chart on page 11, or advise, to address the following:

 · Clarify the nature of the relationship between each of the entities depicted
by explaining each type of interest and adding footnotes or a legend to define the meaning of each of the line styles used. Add to the
diagram by identifying, where applicable, the defined terms used for any entity (e.g. identify which of the entities is also referenced
as the “Advisor”).

 · Specify the ownership percentages of each of the partners of Stirling REIT
OP, LP (the Operating Partnership).

 · Reconcile the disclosure here with your disclosure elsewhere regarding which
entities constitute the Anchor Investor.

 · Reconcile the disclosure here with your disclosure on page 84 regarding
which entities are limited partners of the Operating Partnership.

 · Reconcile the disclosure here with your disclosure on pages F-6 and
F-10, which indicates that you do not own any economic interest in the Operating Partnership.

Also, we note that the chart indicates that you are only
held by investors. To the extent appropriate, please revise to explain how any ownership of the Operating Partnership impacts the holdings
of your other shareholders.

Response: The Company
has revised the ownership structure chart and the disclosure in response to the Staff’s comment.

Management Fee and Expense Reimbursements, page 14

4. To the extent any fees have been paid to the Advisor, please include a table of the fees paid or, if not, fees accrued through December 31,
2023. Additionally, please provide a hypothetical demonstrating how the Special Limited Partner performance participation allocation will
be determined. Please also update your disclosure in the Certain Relationships and Related Transactions, and Director Independence section
as appropriate.

Response: The Company
has revised the disclosure to include the management fees accrued through December 31, 2023 and a hypothetical example of the calculation
of the performance participation allocation.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 2, 2024

Page 3

5. Please revise to disclose, if true, that the Special Limited Partner is entitled to receive compensation under the performance participation
allocation for a given year even if stockholders who purchased shares during such year experienced a decline in NAV per share.

Response: The Company
respectfully directs the Staff to page 89 under “Special Limited Partner Interest” for such disclosure. The relevant
disclosure is also enclosed hereunder for convenience.

Changes in our Operating Partnership’s
NAV per unit of each class will generally correspond to changes in our NAV per share of the corresponding class of our common stock. Distributions
with respect to the performance participation interest are calculated from the Operating Partnership’s Total Return over a calendar
year. As a result, the Special Limited Partner is entitled to receive compensation under the performance participation for a given year
even if some of our stockholders who purchased shares during such year experienced a decline in NAV per share. Similarly, stockholders
whose shares are repurchased during a given year may have their shares repurchased at a lower NAV per share as a result of an accrual
for the estimated performance participation at such time, even if no performance participation allocation for such year are ultimately
payable to the Special Limited Partner at the end of such calendar year.

Fees Paid to the Advisor and its Affiliates

Organization and Offering Expense Reimbursement, page 14

6. Please revise to disclose, as of the most recent practicable date, all organization and offering expenses advanced by the Advisor
on behalf of the company. In this regard, we note your financial statement disclosure that as of November 30, 2023, the Advisor and
its affiliates have incurred $1.6 million of organization and offering expenses on behalf of the company. Please similarly revise the
Certain Relationships and Related Transactions, and Director Independence section. Refer to Item 404 of Regulation S-K.

Response: The Company
has revised the disclosure to include the organization and offering expenses incurred through December 31, 2023.

Item 3, Properties

Leases, page 34

7. Please revise to disclose the material terms of these percentage leases and to explain how any base rent is determined (e.g.,
based on market rates for similar properties).

Response: The Company
has revised the disclosure in response to the Staff’s comment.

Item 7, Certain Relationships and Related Transactions. . .

Other Activities by Ashford and its Affiliates, page 48

8. Please revise to define “select-service hotel assets,” and “upper upscale chain scales,” including with reference
to your current portfolio. Also revise to explain the term “primary access,” including by clarifying whether by such term
you mean you have exclusive access, as you indicate on page 57. To the extent Other Ashford Accounts may also have the same hotel
investment opportunities as you for select-service hotel assets and full-service hotels that are not luxury or upper upscale chains, disclose
the amounts that Other Ashford Accounts have available for investment in such properties. We also note that you include a cross-reference
to a risk factor discussion of not being allocated certain opportunities which is not included. Please revise to disclose such information.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 2, 2024

Page 4

Response: The Company
has revised the disclosure in response to the Staff’s comment.

Share Repurchase Plan, page 75

9. Please be advised that you are responsible for analyzing the applicability of the tender offer rules, including Rule 13e-4 and
Regulation 14E, to your share repurchase plan. We urge you to consider all the elements of your share repurchase plan in determining whether
the plan is consistent with relief granted by the Division of Corporation Finance in prior no action letters. To the extent you are relying
on Blackstone Real Estate Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNN REIT, Inc. (Letter dated
December 21, 2016), Hines Global REIT II, Inc. (Letter dated April 26, 2017), or Black Creek Diversified Property Fund
Inc. (Letter dated September 1, 2017) please provide us with an analysis as to how your program is consistent with such relief. To
the extent you have questions as to whether the plan is entirely consistent with the relief previously granted by the Division of Corporation
Finance, you may contact the Division’s Office of Mergers and Acquisitions at 202-551-3440.

Response: The Company
acknowledges that it is responsible for analyzing the applicability of the tender offer rules, including Rule 13e-4 and Regulation
14E, to its share repurchase plan (the “Repurchase Plan”). The Company believes its Repurchase Plan is consistent with the
relief granted by the Division of Corporation Finance in prior no-action letters. In particular, the Company is relying on the no-action
relief granted to Blackstone Real Estate Income Trust, Inc. (letter dated September 12, 2016). By way of illustration, set forth
below is a table that shows the key features underlying the relief granted to Blackstone Real Estate Income Trust, Inc. and a comparison
of the features in the Repurchase Plan.

    Key Features of Blackstone Plan
    Comparative Features of the Company’s Plan

    ·      All
material information relating to the Repurchase Plan will be fully and timely disclosed to all stockholders. The terms of the Repurchase
Plan will be fully disclosed in the prospectus as well as any prospectus used for subsequent offerings, and the NAV per share for each
class will always be available on the Company’s website and toll-free information line.

    ·      All
material information relating to the Repurchase Plan will be fully and timely disclosed to all stockholders. The terms of the Repurchase
Plan will be fully disclosed in the private placement memorandum as well as filed as an exhibit to the Company’s periodic reports
and required disclosures will also be made in current and/or periodic reports once the Company has a class of equity securities registered
pursuant to the Exchange Act. The Company will also send any stockholder communications required under the Repurchase Plan. Further,
the most recently determined NAV per share for each class of the Company’s common stock will always be available on the Company’s
toll-free information line.

    ·      The
Company will not solicit repurchases under the Repurchase Plan other than through the prospectus for the Offering and prospectus supplements
disclosing the Transaction Price and NAV per share of each class of shares. Stockholders desiring to request repurchase of all or a portion
of their shares will do so of their own volition and not at the behest, invitation or encouragement of the Company. The role of the Company
in effectuating repurchases under the Repurchase Plan will be ministerial.

    ·      The
Company will not solicit repurchases under the Repurchase Plan other than through the private placement memorandum and any supplements
thereto. The Company will also make required disclosures in current and/or quarterly reports, and the Company will send any stockholder
communications required under the Repurchase Plan. Stockholders desiring to request the repurchase of all or a portion of their shares
will do so of their own volition and not at the behest, invitation or encouragement of the Company. The role of the Company in effectuating
repurchases under the Repurchase Plan will be ministerial.

Division of Corporation Finance

U.S. Securities and Exchange Commission

February 2, 2024

Page 5

    ·      The
shares will be repurchased monthly under the Repurchase Plan at a price which will generally be equal to the NAV per share for the applicable
class of shares for the prior month, and the Company will file prospectus supplements with the Commission with such frequency as is required
by the Securities Act disclosing the historical NAV per share of each class of shares and also provide each month the Transaction
Price and the NAV per share for each class of shares on its website and toll-free information line. Subject to the terms of the Repurchase
Plan, the Company will be obligated to repurchase shares at the Transaction Price per share for the applicable class of shares.

    ·      Shares
will be repurchased monthly under the Repurchase Plan at a price which will generally be equal to the NAV per share for the applicable
class of shares for the prior month, and the Company provide each month the transaction price and the NAV per share for each class of
shares on the Company’s toll-free information line, with an investor’s financial representative, or in a Current Report on
Form 8-K once the Company has a class of equity securities registered under the Exchange Act. Subject to the terms of the Repurchase
Plan, the Company will repurchase shares at the transaction price per share for the applicable class of the Company’s common stock.

    ·      Repurchases
will be made on a monthly basis. The repurchase price normally will be paid in cash no later than three business days following the last
calendar day of the applicable month and will be the same for all shares of the same class repurchased on a given month.

    ·      Repurchases
will be made on a monthly basis. The repurchase price normally will be paid in cash within three business days following the last calendar
day of the applicable month and will be the same for all shares of the same class repurchased on a given month, subject to any Early
Repurchase Deduction.

    ·      Repurchases
under the Repurchase Plan will be limi