SecProbe.io

CORRESP
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 Ashford Hospitality Trust, Inc.

 14185 Dallas Parkway, Suite 1200

 Dallas, Texas 75254

 May 6, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Stacy Gorman

 Re: Ashford
Hospitality Trust, Inc. (CIK No. 0001232582)

 Registration
Statement on Form S-3 (File No. 333-286826)

 Ladies and Gentleman:

 Pursuant to Rule 461 of the rules and regulations
promulgated under the Securities Act of 1933, as amended, Ashford Hospitality Trust, Inc. (the "Company") respectfully requests
that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective by 4:00 p.m.
Eastern Standard Time on May 8, 2025, or as soon thereafter as practicable.

 Should you have any questions regarding this letter,
please do not hesitate to contact Richard Brand or Erica Hogan at (212) 819-8200 of White & Case LLP, counsel to the Company.

 Sincerely,

 ASHFORD HOSPITALITY TRUST, INC.

 By:
 /s/ Alex Rose

 Name:
 Alex Rose

 Title:
 Executive Vice President, General Counsel and Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 5, 2025

Deric Eubanks
Chief Financial Officer
ASHFORD HOSPITALITY TRUST INC
14185 Dallas Parkway
Suite 1200
Dallas, TX 75254

 Re: ASHFORD HOSPITALITY TRUST INC
 Registration Statement on Form S-3
 Filed April 29, 2025
 File No. 333-286826
Dear Deric Eubanks:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Stacie Gorman at 202-551-3585 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Erica L. Hogan, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

February 5, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pearlyne Paulemon

    Re: 
    Ashford Hospitality Trust, Inc.

    Registration Statement on Form S-11, as amended

    File No. 333-283802

Dear Ms. Paulemon:

On behalf of Ashford Hospitality Trust, Inc.,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above referenced Registration Statement on Form S-11 be accelerated to February 7, 2025 at 4:00 pm Eastern Time,
or as soon thereafter as practicable.

It
would be appreciated if, as soon as the Registration Statement is declared effective, you would inform Laura
Sirianni of DLA Piper LLP (US), counsel to the Company, at (919) 786-2025.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Alex Rose

    Alex Rose

    Executive Vice President, General Counsel & Secretary

    cc:
    Laura Sirianni, DLA Piper LLP (US)

CORRESP
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ASHFORD
HOSPITALITY TRUST, INC.

14185 Dallas Parkway,
Suite 1200, Dallas, TX 75254

Via
EDGAR

January 23, 2025

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

  Attn:
  Pearlyne Paulemon

  Jeffrey Gabor

  Re:
  Ashford Hospitality Trust, Inc.

  Registration Statement on Form S-11

  Filed December 13, 2024

  File No. 333-283802

Ladies and Gentlemen:

This letter sets forth the response
of Ashford Hospitality Trust, 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 December 30, 2024, pertaining
to the Registration Statement on Form S-11 (the “Registration Statement”) that was submitted to the SEC on December 13,
2024. 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.

Form S-11 filed December 13,
2024

General

 1. Please
                                            revise the headings on your cover page to separately quantify the volume of each the
                                            Series L Preferred Stock and Series M Preferred Stock as required by Item 501(b)(2) of
                                            Regulation S-K or advise.

Response: The Company
has revised the headings on the cover page as requested.

We would be happy to provide any additional
information that might assist you in connection with this matter. Please feel free to contact Laura Sirianni at DLA Piper LLP (US) by
email at laura.sirianni@us.dlapiper.com or by phone at (919) 786-2025 with any questions or additional comments.

Very truly yours,

Ashford Hospitality Trust, Inc.

    By:
    /s/
    Stephen Zsigray

    Name:  Stephen Zsigray

    Title:    Chief Executive
    Officer

    cc:
     Laura K. Sirianni,
    Esq., DLA Piper LLP (US)

December 30, 2024
Stephen Zsigray
Chief Executive Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1200
Dallas, TX 75254
Re:Ashford Hospitality Trust, Inc.
Registration Statement on Form S-11
Filed December 13, 2024
File No. 333-283802
Dear Stephen Zsigray:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe the comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-11 filed December 13, 2024
General
1.Please revise the headings on your cover page to separately quantify
the volume of each the Series L Preferred Stock and Series M Preferred Stock as
required by Item 501(b)(2) of Regulation S-K or advise.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

December 30, 2024
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Laura K. Sirianni

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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

May 3, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Benjamin Holt

    Re:
    Ashford Hospitality Trust, Inc.

    Registration Statement on Form S-3, as amended

    File No. 333-263323

Dear Mr. Holt:

On behalf of Ashford Hospitality Trust, Inc., and
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date
of the above referenced Registration Statement on Form S-3 be accelerated to May 4, 2022 at 4:00 pm Eastern Time, or as soon thereafter
as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Kerry Johnson of DLA Piper LLP (US), counsel
to the Company, at (312) 368-2168.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Alex Rose

    Alex Rose

    Executive Vice President, General Counsel & Secretary

cc:      Kerry Johnson, DLA Piper LLP (US)

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

March 31, 2022

VIA EDGAR

    Benjamin Holt

United States Securities and Exchange Commission

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

Re: Registration Statement on Form S-3 (No. 333-263265)
                                            of Ashford Hospitality Trust, Inc.

Dear Benjamin Holt:

On behalf of Ashford Hospitality Trust, Inc., and
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date
of the above referenced Registration Statement on Form S-3 be accelerated to April 1, 2022 at 4:00 pm Eastern Time, or as soon thereafter
as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212) 504-6780.

Very truly yours,

ASHFORD HOSPITALITY TRUST, INC.

By:
/s/ Alex Rose

Name: Alex Rose

Title: Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

March 31, 2022

VIA EDGAR

Benjamin Holt
 United States Securities and Exchange Commission
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Registration Statement on Form S-3 (No. 333-263278)
                                            of Ashford Hospitality Trust, Inc.

Dear Benjamin Holt:

On behalf of Ashford Hospitality Trust, Inc., and
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date
of the above referenced Registration Statement on Form S-3 be accelerated to April 1, 2022 at 4:00 pm Eastern Time, or as soon thereafter
as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212) 504-6780.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Alex Rose

    Name:  Alex Rose

    Title:    Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

March 31, 2022

VIA EDGAR

Benjamin
Holt
 United States Securities and Exchange Commission
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington,
D.C. 20549

 Re: Registration Statement on Form S-3
                                            (No. 333-263150) of Ashford Hospitality Trust, Inc.

Dear Benjamin Holt:

On behalf of Ashford Hospitality Trust, Inc.,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above referenced Registration Statement on Form S-3 be accelerated to April 1, 2022 at 4:00 pm Eastern Time, or
as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212) 504-6780.

  Very truly yours,

  ASHFORD HOSPITALITY TRUST, INC.

  By:
     /s/ Alex Rose

  Name:   Alex Rose

  Title:     Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

United States securities and exchange commission logo
March 15, 2022
Alex Rose
Executive Vice President, General Counsel and Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1200
Dallas, TX 75254
Re:Ashford Hospitality Trust, Inc.
Registration Statement on Form S-3
Filed March 3, 2022
File No. 333-263265
Dear Mr. Rose:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Erica L. Hogan

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

October 28, 2021

VIA EDGAR

Shih-Kuei Chen
 United States Securities and Exchange Commission
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington,
D.C. 20549

 Re: Registration Statement on Form S-11
                                            (No. 333-260442) of Ashford Hospitality Trust, Inc.

Dear Shih-Kuei Chen:

On behalf of Ashford Hospitality Trust, Inc.,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above referenced Registration Statement on Form S-11 be accelerated to November 2, 2021 at 4:00 pm Eastern Time,
or as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212) 504-6780.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/
    Alex Rose

    Name: Alex Rose

    Title:   Executive Vice President,
    General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

United States securities and exchange commission logo
October 27, 2021
Alex Rose
Executive Vice President, General Counsel and Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
Re:Ashford Hospitality Trust, Inc.
Registration Statement on Form S-11
Filed October 22, 2021
File No. 333-260442
Dear Mr. Rose:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Shih-Kuei Chen at 202-551-7664 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gregory P. Patti

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

September 27, 2021

VIA EDGAR

Stacie Gorman
 United States Securities and Exchange Commission
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington, D.C. 20549

Re: Registration Statement on Form S-11 (No. 333-259427) of Ashford Hospitality
                                 Trust, Inc.

Dear Stacie Gorman:

On behalf of Ashford Hospitality Trust, Inc., and
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date
of the above referenced Registration Statement on Form S-11 be accelerated to September 29, 2021 at 4:00 pm Eastern Time, or as soon thereafter
as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212) 504-6780.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Alex Rose

    Name:
     Alex Rose

    Title:
     Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

United States securities and exchange commission logo
September 21, 2021
J. Robison Hays, III
Chief Executive Officer
ASHFORD HOSPITALITY TRUST INC
14185 Dallas Parkway
Suite 1200
Dallas, TX 75254
Re:ASHFORD HOSPITALITY TRUST INC
Form S-11
Filed September 10, 2021
File No. 333-259427
Dear Mr. Hays, III:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gregory P. Patti , Esq.

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas,
Texas 75254

July 13, 2021

VIA EDGAR

Mr. Austin Appleby
 United States Securities and Exchange

Commission
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Registration
                                            Statement on Form S-11 (No. 333-257669) of Ashford Hospitality Trust, Inc.

Dear Mr. Appleby:

On behalf of Ashford Hospitality Trust, Inc., and
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date
of the above referenced Registration Statement on Form S-11 be accelerated to July 15, 2021 at 4:00 pm Eastern Time, or as soon thereafter
as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212) 504-6780.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Alex Rose

    Name: Alex Rose

    Title:   Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

United States securities and exchange commission logo
July 12, 2021
Alex Rose
Executive Vice President, General Counsel & Secretary
ASHFORD HOSPITALITY TRUST INC
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
Re:ASHFORD HOSPITALITY TRUST INC
Registration Statement on Form S-11
Filed on July 2, 2021
File No. 333-257669
Dear Mr. Rose:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Appleby at 202-551-2374 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

June 29, 2021

VIA EDGAR

Mr. Austin Appleby
 United States Securities and Exchange Commission
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington, D.C. 20549

Re: Registration Statement on Form S-11 (No. 333-257192)
                                 of Ashford Hospitality Trust, Inc.

Dear Mr. Appleby:

On behalf of Ashford Hospitality Trust, Inc.,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective
date of the above referenced Registration Statement on Form S-11 be accelerated to July 1, 2021 at 4:00 pm Eastern Time, or
as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212) 504-6780.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Robert G. Haiman

    Name: Robert G. Haiman

    Title: Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

United States securities and exchange commission logo
June 29, 2021
Robert G. Haiman
Executive Vice President, General Counsel & Secretary
ASHFORD HOSPITALITY TRUST INC
14185 Dallas Parkway, Suit 1200
Dallas, Texas 75254
Re:ASHFORD HOSPITALITY TRUST INC
Registration Statement on Form S-11
Filed June 21, 2021
File No. 333-257192
Dear Mr. Haiman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Appleby at 202-551-2374 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
June 16, 2021
Robert Haiman
Executive Vice President, General Counsel and Secretary
ASHFORD HOSPITALITY TRUST INC
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
Re:ASHFORD HOSPITALITY TRUST INC
Registration Statement on Form S-11
Filed June 9, 2021
File No. 333-256916
Dear Mr. Haiman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 or Pam Howell at 202-551-3357 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gregory P. Patti

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

June 16, 2021

VIA EDGAR

Mr. Michael Davis
 United States Securities and Exchange

Commission
 Office of Real Estate and Construction
 100 F Street, N.E.
 Washington, D.C. 20549

 Re: Registration Statement on Form S-11 (No.
                                            333-256916) of Ashford Hospitality Trust, Inc.

Dear Mr. Davis:

On behalf of Ashford Hospitality Trust, Inc., and
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date
of the above referenced Registration Statement on Form S-11 be accelerated to June 17, 2021 at 4:00 pm Eastern Time, or as soon thereafter
as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212) 504-6780.

  Very truly yours,

  ASHFORD HOSPITALITY TRUST, INC.

 By:   /s/ Robert G. Haiman

    Name:   Robert G. Haiman

    Title:     Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

United States securities and exchange commission logo
May 28, 2021
Robert G. Haiman
Executive Vice President, General Counsel and Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1200
Dallas, Texas 75254
Re:Ashford Hospitality Trust, Inc.
Registration Statement on Form S-11
Filed May 20, 2021
File No. 333-256326
Dear Mr. Haiman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gregory P. Patti

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1200

Dallas, Texas 75254

May 28, 2021

VIA EDGAR

    Mr. Ronald E. Alper

United States Securities and Exchange Commission

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

 Re: Registration Statement on Form S-11 (No. 333-256326) of Ashford Hospitality Trust, Inc.

Dear Mr. Alper:

On behalf of Ashford Hospitality Trust, Inc., and
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date
of the above referenced Registration Statement on Form S-11 be accelerated to June 1, 2021 at 4:00 pm Eastern Time, or as soon thereafter
as practicable.

It would be appreciated if, as soon as the Registration
Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212) 504-6780.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Robert G. Haiman

    Name:
    Robert G. Haiman

    Title:
    Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

CORRESP
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Ashford Hospitality Trust, Inc.

14185
Dallas Parkway, Suite 1200

Dallas,
Texas 75254

March 30, 2021

VIA EDGAR

    Mr. Ronald E. Alper

United States Securities and Exchange Commission

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

 Re: Registration Statement on Form S-11 (No. 333-254401) of Ashford Hospitality Trust, Inc.

Dear Mr. Alper:

 On behalf of Ashford Hospitality
Trust, Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the
effective date of the above referenced Registration Statement on Form S-11 be accelerated to March 31, 2021 at 4:00 pm Eastern Time, or
as soon thereafter as practicable.

 It would be appreciated if,
as soon as the Registration Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at
(212) 504-6780.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Robert G. Haiman

    Name:     Robert G. Haiman

    Title:       Executive Vice President, General Counsel &
Secretary

    cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

United States securities and exchange commission logo
March 26, 2021
Robert G. Haiman
Executive Vice President, General Counsel and Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
Re:Ashford Hospitality Trust, Inc.
Registration Statement on Form S-11
Filed March 17, 2021
File No. 333-254401
Dear Mr. Haiman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gregory P. Patti

United States securities and exchange commission logo
February 2, 2021
Robert G. Haiman
Executive Vice President, General Counsel and Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
Re:Ashford Hospitality Trust, Inc.
Registration Statement on Form S-11
Filed January 25, 2021
File No. 333-252369
Dear Mr. Haiman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gregory P. Patti

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

February 2, 2021

VIA EDGAR

Mr. Ronald E. Alper

United States Securities and Exchange Commission

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

 Re: Registration Statement on Form S-11 (No. 333-252369)
                                         of Ashford Hospitality Trust, Inc.

Dear Mr. Alper:

On behalf of Ashford Hospitality Trust, Inc.,
and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the
effective date of the above referenced Registration Statement on Form S-11 be accelerated to February 3, 2021 at 4:00
pm Eastern Time, or as soon thereafter as practicable.

It would be appreciated if, as soon as the
Registration Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212)
504-6780.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Robert G. Haiman

    Name:
    Robert G. Haiman

    Title:
    Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite
1100

Dallas, Texas 75254

December 21, 2020

VIA EDGAR

    Mr. Ronald E. Alper

United States Securities and Exchange Commission

Office of Real Estate and Construction

100 F Street, N.E.

Washington, D.C. 20549

 Re: Registration Statement on Form S-11
                                         (No. 333-251282) of Ashford Hospitality Trust, Inc.

Dear Mr. Alper:

On behalf of Ashford Hospitality Trust,
Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the
effective date of the above referenced Registration Statement on Form S-11 be accelerated to December 22, 2020 at 4:00 pm Eastern
Time, or as soon thereafter as practicable.

It would be appreciated if, as soon as the
Registration Statement is declared effective, you would inform Gregory Patti of Cadwalader, Wickersham & Taft LLP at (212)
504-6780.

    Very truly yours,

    ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ Robert G. Haiman

    Name: Robert G. Haiman

    Title: Executive Vice President, General Counsel & Secretary

cc: Gregory P. Patti, Cadwalader, Wickersham & Taft LLP

United States securities and exchange commission logo
December 18, 2020
Robert G. Haiman
Executive Vice President, General Counsel and Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
Re:Ashford Hospitality Trust, Inc.
Registration Statement on Form S-11
Filed December 11, 2020
File No. 333-251282
Dear Mr. Haiman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gregory P. Patti, Jr.

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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite
1100

Dallas, Texas 75254

September 9, 2020

VIA EDGAR

    Ms. Brigitte Lippmann

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Registration Statement on Form S-4 (No. 333-239961) of Ashford Hospitality Trust, Inc.

Dear Ms. Lippmann:

On behalf of Ashford Hospitality Trust,
Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the
effective date of the above referenced Registration Statement on Form S-4 be accelerated to September 9, 2020 at 4:00 pm Eastern
Time, or as soon thereafter as practicable.

It would be appreciated if, as soon as
the Registration Statement is declared effective, you would inform William P. Mills of Cadwalader, Wickersham & Taft LLP at
(212) 504-6436.

Very truly yours,

ASHFORD HOSPITALITY TRUST, INC.

By:
/s/ Robert G. Haiman

Name: Robert G. Haiman

Title:   Executive Vice President, General Counsel & Secretary

cc: William P. Mills, Cadwalader, Wickersham & Taft LLP

United States securities and exchange commission logo
July 31, 2020
J. Robison Hays, III
Chief Executive Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
Re:Ashford Hospitality Trust, Inc.
Registration Statement on Form S-4
Filed July 20, 2020
File No. 333-239961
Dear Mr. Hays:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Brigitte Lippmann at 202-551-3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       William P. Mills, Esq.

CORRESP
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Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

September 26, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance
 100 F Street, NE, Mail Stop 3233
 Washington, D.C.  20549
 Attention:  Tom Kluck — Legal Branch Chief, Office of Real Estate and Commodities

Re:                             Registration Statement on Form S-3 (No. 333-220459) of Ashford Hospitality Trust, Inc.

Dear Mr. Kluck:

On behalf of Ashford Hospitality Trust, Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Washington, D.C. time, on September 28, 2017, or as soon thereafter as practicable.

Very truly yours,

ASHFORD   HOSPITALITY TRUST, INC.

By:

/s/ David A Brooks

Name: David A. Brooks

Title: Chief Operating Officer   and General Counsel

Mail Stop 3233

September 22, 2017

Via E -Mail
David A. Brooks
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254

Re: Ashford Hospitality Trust, Inc.
  Registration Statement on Form S-3
Filed  September 14 , 2017
  File No.  333-220459

Dear Mr. Brooks :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Joshua Lobert, Staff Attorney,  at (202) 551 -7150  with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities

cc: George J. Vlahakos , Esq.
Andrews Kurth Kenyon LLP

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ASHFORD HOSPITALITY TRUST, INC.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

June 20, 2016

VIA EDGAR

Ms. Nicole Collings

United States Securities and Exchange

Commission

Staff Attorney, Office of Real Estate and Commodities

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Registration Statement on Form S-3  (File No. 333-211837)

Dear Ms. Collings:

Pursuant to Rules 460 and 461 promulgated under the Securities Act of 1933, as amended, Ashford Hospitality Trust, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form  S-3 (File No. 333-211837) (the “Registration Statement”).  We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on June 21, 2016, or as soon as practicable thereafter.

The Company hereby acknowledges that:

·                                          should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

·                                          the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

ASHFORD   HOSPITALITY TRUST, INC.

By:

/s/ David A. Brooks

David A. Brooks

Chief Operating Officer

CORRESP
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Andrews Kurth LLP

1717 Main Street, Suite 3700

Dallas, Texas 75201

+1.214.659.4400 Phone

+1.214.659.4401 Fax

andrewskurth.com

June 14, 2016

VIA EDGAR

Sandra B. Hunter

Staff Attorney

Division of Corporation Finance

Office of Real Estate and Commodities

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:                             Ashford Hospitality Trust, Inc.

Registration Statement on Form S-3

Filed June 3, 2016

File No. 333-211837

Dear Ms. Hunter:

Set forth below are the responses of Ashford Hospitality Trust, Inc., a Maryland Corporation (the “Company”), to the comment received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated June 13, 2016 with respect to its Registration Statement on Form S-3 (File No. 333-211837) that was filed on June 3, 2016 (the “Registration Statement”).  The response below has been prepared and is being provided by the Company, which has authorized Andrews Kurth LLP to respond to the Staff’s comment on its behalf.

Concurrently with the submission of this response letter, we are filing, through EDGAR, Amendment No. 1 to the Registration Statement (the “Amendment”).

For the Staff’s convenience, our response is preceded by the exact text of the Staff’s corresponding comment in bold, italicized text.

Exhibit Index

1.                                      We note that your footnote disclosure to the exhibit index indicates that the Form of Indenture and the Form T-1 Statement of Eligibility will be incorporated by reference. Please file the Trust Indenture or “Form of Indenture” prior to effectiveness in accordance with the requirements of Item 601(b)(4) of Regulation S-K. Please also revise the exhibit list to clarify that you will file the Statement of Eligibility of the Trustee in accordance with the requirements of Item 601(b)(25) of Regulation S-K. If you intend to designate the trustee on a delayed basis,

Austin

Beijing

Dallas

Dubai

Houston

London

New   York

Research   Triangle Park

The   Woodlands

Washington,   DC

please be aware that companies relying on Section 305(b)(2) must separately file the Form T-1 under the electronic form type “305B2” after effectiveness and not in a post-effective amendment or in a Form 8-K. For additional guidance, please refer to sections 201.04 and 220.01 of our Trust Indenture Act Compliance and Disclosure Interpretations and revise your exhibit index accordingly.

Response:

We acknowledge the Staff’s comment and have revised the Registration Statement to include a form of senior indenture and a form of subordinated indenture as Exhibits 4.4 and 4.5, respectively, to the Amendment.  Furthermore, we acknowledge that we must separately file the Form T-1 under the electronic form type “305B2” after effectiveness and not in a post-effective amendment or in a Form 8-K.

In connection with this response to the Staff’s comment, the Company acknowledges that:

·                  should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·                  the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions you have with respect to the foregoing or with respect to the Amendment to the undersigned at (713) 220-4314 or brooksantweil@andrewskurth.com.

Very truly yours,

/s/ Brooks W. Antweil

Brooks W. Antweil

cc:                                David A. Brooks, Ashford Hospitality Prime, Inc.

George J. Vlahakos, Andrews Kurth LLP

2

Mail Stop 3233
June 13, 2016

Via E -mail
David A. Brooks
Chief Operating Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254

Re: Ashford Hospitality Trust , Inc.
  Registration Statement on Form S-3
Filed  June 3, 2016
  File No.  333-211837

Dear Mr. Brooks :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  In our comment , we may ask  you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ment applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibit Index

1. We note that your footnote disclosure to the exhibit index indicates that the Form of
Indenture and the Form T -1 Statement of Eligibility will be incorporated by reference.
Please file the Trust Indenture or “Form of Indenture” prior to eff ectiveness in
accordance with the requirements of Item 601(b)(4) of Regulation S -K. Please also revise
the exhibit list to clarify that you will file the Statement of Eligibility of the Trustee in
accordance with the requirements of Item 601(b)(25) of Regu lation S -K.  If you intend to
designate the trustee on a delayed basis, please be aware that companies relying on
Section 305(b)(2) must separately file the Form T -1 under the electronic form type
“305B2” after effectiveness and not in a post -effective ame ndment or in a Form 8 -K.  For
additional guidance, please refer to sections 201.04 and 220.01 of our Trust Indenture Act
Compliance and Disclosure Interpretations and revise your exhibit index accordingly.

David A. Brooks
Ashford Hospitality Trust, Inc.
June 13, 2016
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 you request accelera tion of the effective date
of the pending registration statement , please provide a written statement from the company
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 f or
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as 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 registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

You may contact  Nicole Collings, Staff Attorney, at (202) 551 -6431 or me a t (202) 551 -
3758 with any other questions.

Sincerely,

 /s/ Sandra B. Hunter

Sandra B. Hunter
Staff Attorney
Office of Real Estate and
Commodities

cc: George Vlahakos

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		CORRESP

December 7, 2015

Via Edgar

Jennifer Monick

Assistant Chief Accountant

Division of Corporation Finance

Office of Real Estate and Commodities

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Phone:     (202) 551-3295

Re:

 Ashford Hospitality Trust, Inc.

Form 10-K for the fiscal year ended December 31, 2014

Comment Letter Dated December 2, 2015

File No. 1-31775

Dear Ms. Monick:

Ashford Hospitality Trust, Inc. (the “Company”) received a comment letter from the staff of the U.S. Securities and Exchange Commission dated December 2, 2015. On behalf of the Company, I respectfully submit the responses below to your comment letter. To facilitate your review, the comments of the staff have been set forth below in italics and are followed by our responses.

Form 8-K filed August 6, 2015

Exhibit 99.1

1.

 We note your response to our prior comment one and your proposed disclosure. To the extent you disclose an implied share price in future press releases, please also quantitatively disclose the key assumptions used in determining the implied share price. For example, please consider disclosing the second table you provided in response to comment six from our letter dated September 29, 2015. Further, please reconcile TTM Hotel NOI to the most directly comparable GAAP measure.

Response:

We acknowledge the Staff’s comment and to the extent we disclose an implied share price in future press releases, we will quantitatively disclose the key assumptions used in determining the implied share price. We will include a table similar to the table included in our response to comment six from your letter dated September 29, 2015. We will also reconcile TTM Hotel NOI to the most directly comparable GAAP measure.

Page 2

Ms. Jennifer Monick

Securities and Exchange Commission

December 7, 2015

The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional questions, or wish to clarify any of these matters further, please do not hesitate to contact me.

Very truly yours,

/s/ Deric S. Eubanks

Deric S. Eubanks

Chief Financial Officer

cc:     Via Email

George Vlahakos, Esq.

Andrews Kurth LLP

2

Mail Stop 3233

December 7, 2015

Via E -mail
Mr. Deric S. Eubanks
Chief Financial Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254

Re: Ashford Hospitality Trust, Inc.
Form  10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1-31775

Dear Mr. Eubanks :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

Mail Stop 3233

December 2, 2015

Via E -mail
Mr. Deric S. Eubanks
Chief Financial Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254

Re: Ashford Hospitality Trust, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
 Response Dated November 12 , 2015
File No. 1 -31775

Dear Mr. Eubanks :

We have reviewed  your November 12, 2015  response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you wi ll respond.  If you  do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our October  29,
2015  letter .

Form 8 -K filed August 6, 2015

Exhibit 99.1

1. We note your response to our prior comment one and your proposed disclosure.  To the
extent you disclose an implied share price in future press  releases, please also
quantitatively disclose the key assumptions used in determining the implied share price.
For example, please consider disclosing the second table you provided in response to
comment six from our letter dated September 29, 2015.  Fur ther, please reconcile TTM
Hotel NOI to the most directly comparable GAAP measure .

Mr. Deric S. Eubanks
Ashford Hospitality Trust, Inc.
December 2 , 2015
Page 2

 You may contact Isaac Esquivel, Staff Accountant,  at (202) 551 -3395 or me at (202) 551 -
3295 if you have questions regarding comments on the financial statements and re lated matters.
Please contact Jerard Gibson, Staff Attorney,  at (202) 551 -3473 or Sonia Barros, Assistant
Director,  at (202) 551 -3655 with any other questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
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		CORRESP

November 12, 2015

Via Edgar

Jennifer Monick

Assistant Chief Accountant

Division of Corporation Finance

Office of Real Estate and Commodities

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Phone:     (202) 551-3295

Re:

 Ashford Hospitality Trust, Inc.

Form 10-K for the fiscal year ended December 31, 2014

Comment Letter Dated October 29, 2015

File No. 1-31775

Dear Ms. Monick:

Ashford Hospitality Trust, Inc. (the “Company”) received a comment letter from the staff of the U.S. Securities and Exchange Commission dated October 29, 2015 with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2014 (File No. 1-31775) filed on March 2, 2015.  On behalf of the Company, I respectfully submit the responses below to your comment letter.  To facilitate your review, the comments of the staff have been set forth below in italics and are followed by our responses.

Form 8-K filed August 6, 2015

Exhibit 99.1

1.     We note your response to our prior comment 6.

a. In future press releases where you disclose an implied share price please include disclosure of all the key assumptions used in determining the implied share price.

b. Please also revise your disclosure to state the limitations of the method you used to calculate your implied share price.

c. Please provide a quantitative illustration of sensitivity based on one or more key assumptions changing.

Please provide us an example of your proposed disclosure.

Response:

We acknowledge the Staff’s comment and will include disclosure of all the key assumptions used in determining the implied share price in future press releases where we disclose an implied share price while providing (1) a description of the limitations of the method used and (2) a quantitative illustration of sensitivity based on key assumptions changing. We have included below an example of our proposed future disclosure based on the data contained in our press release that was included in our Current Report on Form 8-K furnished on August 6, 2015:

Page 2

Ms. Jennifer Monick

Securities and Exchange Commission

November 12, 2015

Disclosure:  The calculation of implied share price is derived from an estimated blended capitalization rate (“Cap Rate”) for the entire Ashford Trust portfolio using the capitalization rate method.  The estimated Cap Rate is based on recent market transactions involving a similar blend of asset types found in the Ashford Trust portfolio, which is then applied to Net Operating Income (“NOI”) of the Company’s assets to calculate a Total Enterprise Value (“TEV”) of the Company.  From the TEV, we deduct Debt and Preferred Equity and then add back working capital and the Company’s investment in Ashford Inc. to derive an Equity Value.  This Equity Value is then divided by the shares outstanding to calculate an implied share price.

The capitalization rate method is one of several valuation methods for estimating asset value and implied share price.  Among the limitations of using the capitalization rate method for determining an implied share price are that it does not take into account the potential change or variability in future cash flows, potential significant future capital expenditures, the intended hold period of the asset, or a change in the future risk profile of an asset.  The impact on the implied share price of incremental 50-basis point changes to the Cap Rate would be as follows:

Sensitivity Analysis

Cap Rate

 Implied Share Price

6.0%

 $23.51

6.5%

 $19.38

7.0%

 $15.85

7.5%

 $12.77

8.0%

 $10.08

2.     We note your response to our prior comment 6. Please clarify for us how you determined it is appropriate to use a cap rate from the private market. Also, please tell us how you determined 7.0% is consistent with trades of similar assets in the private market. Please tell us the nature of the differences between the trailing 12-month NOI Cap Rate and the forward 12-month NOI Cap Rate. Further, tell us how you determined it is appropriate to compare the rate you use to the trailing rate instead of the forward rate.

Response:

We acknowledge the Staff’s comments and respectfully submit that we believe using private market values is an appropriate metric to use in determining an implied share price as private market values and the associated cap rates are both easily identifiable based on the acquisitions we have completed in the market as well as an easy metric for our investors to understand.  Private market cap rates are also an important data point that management uses in making our hotel investment decisions.  As noted in our previous response letter dated October 13, 2015, we selected a 7.0% cap rate in our analysis as we believe that is a rate consistent with private market trades of similar assets relative to the assets in our portfolio. The recent acquisitions listed in our previous response letter include full-service and select-service hotels, a variety of different brands as well as variety of hotel segments – Upper Upscale, Upscale, Upper Midscale and Luxury – which we believe is representative of the mix of the overall Ashford Trust portfolio.  We used the trailing 12-month NOI Cap Rate as it is based upon actual results from the property versus a forward cap rate which is based on an estimate of future performance and thus can be biased by the buyers’ underwriting assumptions.  Thus, we believe the trailing 12-month NOI Cap Rate is the most appropriate comparison method as it is the most accurate and reliable way to compare transactions as a means to calculate private market values.

The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission

2

Page 3

Ms. Jennifer Monick

Securities and Exchange Commission

November 12, 2015

from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional questions, or wish to clarify any of these matters further, please do not hesitate to contact me.

Very truly yours,

/s/ Deric S. Eubanks

Deric S. Eubanks

Chief Financial Officer

Enclosures

cc:     Via Email

George Vlahakos, Esq.

Andrews Kurth LLP

3

Mail Stop 3233

October 29, 2015

Via E -mail
Mr. Deric S. Eubanks
Chief Financial Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254

Re: Ashford Hospitality Trust, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
 Response Dated October 13, 2015
File No. 1 -31775

Dear Mr. Eubanks :

We have reviewed  your October 13, 201 5 response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you wil l respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our September
29, 2015  letter .

Form 8 -K filed August 6, 2015

Exhibit 99.1

1. We note your response to our prior comment 6.
a. In future press releases where you disclose an implied share price please include
disclosure o f all the key assumptions used in determining the implied share price.
b. Please also revise your disclosure to state the limitations of the method you used
to calculate your implied share price.
c. Please provide a quantitative illustration of sensitivity b ased on one or more key
assumptions changing.
Please provide us an example of your proposed disclosure.

Mr. Deric S. Eubanks
Ashford Hospitality Trust, Inc.
October 29, 2015
Page 2

 2. We note your response to our prior comment 6.  Please clarify for us how you determined
it is appropriate to use a cap rate from the private market.  Also, please tell us how you
determined 7.0% is consistent with trades of similar assets in the private market.  Please
tell us the nature of the differences between the trailing 12 -month NOI Cap Rate and the
forward 12 -month NOI Cap Rate.  Further, tell u s how you determined it is appropriate to
compare the rate you use to the trailing rate instead of the forward rate.

You may contact Isaac Esquivel, Staff Accountant,  at (202) 551 -3395 or me at (202) 551 -
3295 if you have questions regarding comments on the financial statements and re lated matters.
Please contact Jerard Gibson, Staff Attorney,  at (202) 551 -3473 or Sonia Barros, Assistant
Director,  at (202) 551 -3655 with any other questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

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		CORRESP

October 13, 2015

Via Edgar

Jennifer Monick

Assistant Chief Accountant

Division of Corporation Finance

Office of Real Estate and Commodities

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Phone:     (202) 551-3295

Re:

 Ashford Hospitality Trust, Inc.

Form 10-K for the fiscal year ended December 31, 2014

Filed March 2, 2015

File No. 1-31775

Form 10-Q for the quarterly period ended June 30, 2015

Filed August 10, 2015

File No. 1-31775

Form 8-K

Filed August 6, 2015

File No. 1-31775

Dear Ms. Monick:

Ashford Hospitality Trust, Inc. (the “Company”) received a comment letter from the staff of the U.S. Securities and Exchange Commission dated September 29, 2015 with respect to the Company’s Form 10-K for the fiscal year ended December 31, 2014 (File No. 1-31775) filed on March 2, 2015, the Company’s Form 10-Q for the quarterly period ended June 30, 2015 (File No. 1-31775) filed on August 10, 2015 and the Company’s Form 8-K (File No. 1-31775) filed on August 6, 2015. On behalf of the Company, I respectfully submit the responses below to your comment letter. To facilitate your review, the comments of the staff have been set forth below in italics and are followed by our responses.

Form 10-K for the year ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 53

1.     We note your disclosure on page 53 that you use RevPAR to compare the results of your hotels between periods and to analyze results of our comparable hotels. In future filings, to the extent material, please address period to period changes in comparable hotels RevPar and the relative impact of occupancy and ADR.

Page 2

Ms. Jennifer Monick

Securities and Exchange Commission

October 13, 2015

Response:

In response to the Staff’s comment, we will address period to period changes in comparable hotels RevPar, occupancy and ADR, to the extent that these changes are material, beginning with our Form 10-Q filing for the quarterly period ended September 30, 2015.

Non-GAAP Financial Measures, page 65

2.     In future filings, please revise your reconciliation to identify the line item “FFO available to common stockholders” as “FFO available to common shareholders and OP unitholders” or advise. This comment also applies to your Adjusted FFO measure.

Response:

In response to the Staff’s comment, we will revise our reconciliation to identify the line items as requested, beginning with our Form 10-Q filing for the quarterly period ended September 30, 2015.

Note 12. Commitments and Contingencies

Litigation, page 102

3.     We note you have recorded an $11.9 million charge in 2014 related to a jury verdict. Please tell us how you have complied with ASC 450-20 in periodic filings prior to your Form 10-Q for the quarterly period ended June 30, 2014. Please tell us when the loss met the probable and reasonably estimable criteria described in paragraph 2 of ASC 450-20-25 and tell us how you determined that the loss contingency was not at least reasonably possible and that it was not necessary to disclose an estimate of the possible loss or range of loss in prior periodic filings in accordance with paragraph 4 of ASC 450-20-50. Your response should include, but not be limited to, a discussion of the exact timeline of this matter and the dates of your prior periodic filings.

Response:

In response to the Staff’s comment, we respectfully submit to the Staff that we believe that our prior periodic reports fully complied with the applicable accounting guidance for commitments and contingencies under ASC 450-20, including as it pertains to our accounting and disclosures of the $11.9 million loss contingency recorded and disclosed during the three and six month period ended June 30, 2014 related to Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. (the “Nantucket Case”). Management also considered the guidance described in ASC 450-20-55-12 regarding assessing the probability of the incurrence of a loss in determining the accounting and disclosures for the Nantucket Case.

Page 3

Ms. Jennifer Monick

Securities and Exchange Commission

October 13, 2015

Paragraphs 2-4 of ASC 450-20-50 require disclosure only when the following conditions are met:

The loss contingency is reasonably possible;

1.

 If the contingent loss is reasonably possible, the nature of the contingency must be disclosed, and either an estimate of the range of loss or a statement that such an estimate cannot be made must be provided; and

2.

 If the contingent loss is probable and the amount of loss can be reasonably estimated, the estimate must be accrued by a charge to income and the nature of the accrual should be disclosed.

The loss related to the Nantucket Case became probable and reasonably estimable after the three and six month periods ended June 30, 2014 due to the jury trial verdict awarding the tenant (“plaintiff” or “Nantucket”) total claims of $10.8 million and ruling in favor of the tenant of its claim of wrongful eviction and conversion and against the landlord (“defendant" or “Hotel”) on its claim of breach of contract. Please note that a loss was not deemed reasonably possible before it became probable and reasonably estimable upon the jury entering its verdict. The jury entered its verdict on July 3, 2014 (after the June 30, 2014 balance sheet date, but before the interim consolidated financial statements for the quarterly period ended June 30, 2014 were issued indicating our exposure to loss as of June 30, 2014) and a final judgment was entered on August 19, 2014.

From the date the plaintiff instituted the litigation (November 2008) in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida until the jury entered its verdict (July 3, 2014), management believed that the likelihood of loss from the Nantucket Case, based on the criteria described in paragraph 2 of ASC 450-20-25, was remote. Therefore, specific disclosure of the Nantucket Case was not required or necessary in the footnotes to our interim consolidated financial statements in the Form 10-Q for the quarterly period ended March 31, 2014 or in prior periodic filings based on the criteria described in paragraphs 3 and 4 of ASC 450-20-50, which states that disclosure should be made if there is at least a reasonable possibility that a loss or an additional loss may have been incurred and an accrual has not been made or an exposure to loss exists in excess of the amount accrued.

We have included below in response to the staff’s comment a discussion of the exact timeline of the significant events of this matter and the dates of our periodic filings:

November 2008:

 The plaintiff instituted the litigation in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida

March 2009-May 2014:

 The plaintiff files counterclaims that are dismissed without prejudice. The plaintiff files amended counterclaims in multiple jurisdictions related to the original lawsuit and subsequent responses and motions are filed by the defendant. Various motions are granted in the defendant’s favor (further described below). Similar Federal Court cases in Texas (4/15/2011) and Florida (2/4/2014) are ruled in the defendant’s favor. Other similar lawsuits are either dismissed or consolidated.

Page 4

Ms. Jennifer Monick

Securities and Exchange Commission

October 13, 2015

May 12, 2014:

 Form 10-Q for the quarterly period ended March 31, 2014 is filed.

During the above time period, the Company believed that the likelihood of a loss was remote due to the considerations stated below. The opinion of the Company’s internal and external legal counsel has been a key input to management’s evaluation of the accounting for legal contingencies for the Company, including the Nantucket Case. The below considerations were based on such input from the Company’s internal and external legal counsel.

(1)    From the inception of the case in November 2008 until late 2013, Nantucket was unable to put forth a pleading with claims that survived motions to dismiss. There were a number of other related cases involving the operation of the Embassy Suites Hotel that were filed by Nantucket, for which the Defendants in those cases were ultimately successful.  On September 10, 2010, Nantucket filed in Palm Beach County Circuit Court the matter titled Nantucket Enterprises, Inc. v. Florida Department of Business Regulation, Division of Alcoholic Beverages and Tobacco, et al.  In this case Nantucket alleged that the Hotel, through its owners, representatives and/or agents, unlawfully and fraudulently obtained a liquor license for the Hotel, which tortiously interfered with Nantucket’s operations and then current liquor license. After removal to the United States District Court, this case was ultimately dismissed. On January 19, 2012, Nantucket filed another action in Palm Beach County Circuit Court in the matter titled Nantucket Enterprises, Inc. v. Steve Cohen, et al.  In this case, Nantucket alleged that the Embassy Suites Hotel, through its owners, representatives, and/or agents fraudulently hid defects involving the Hotel property, thereby causing damage to Nantucket. The Defendants removed the case to federal court and Nantucket immediately filed a notice of voluntary dismissal. On April 12, 2012, Nantucket again filed another lawsuit that was nearly identical to the one it filed on January 19, 2012.  However, this time Nantucket filed its case in the Martin County Circuit Court in the matter titled Nantucket Enterprises, Inc. v. John Costello, et al.  In this case, just as in its previously filed matter in January 2012, Nantucket again alleged that the Embassy Suites Hotel, through its owners, representatives, and/or agents fraudulently hid defects involving the Hotel property, thereby causing damage to Nantucket.  As before, this case was removed by the Defendants to the United States District Court, but remanded to the Martin County Circuit Court based upon technical legal requirements for removal.  This case was ultimately dismissed with prejudice by the Martin County Circuit Court Judge based upon his conclusion that Nantucket Enterprises could not state a legal cause of action.

Over this five year time period, Nantucket was ultimately permitted to file and did file eight separate Amended Complaints, the last of which contained eighteen separate claims. Of those eighteen claims, only two were not dismissed by the court and actually made it to trial: (i) wrongful eviction and (ii) conversion, while the remaining sixteen were either dismissed by the Court or voluntarily dismissed by the ultimate trial counsel, realizing such claims were futile.

Page 5

Ms. Jennifer Monick

Securities and Exchange Commission

October 13, 2015

(2)    Separately, the Company’s internal and external legal counsel performed a careful review and analysis of Nantucket’s remaining two claims for (i) wrongful eviction and (ii) conversion in conjunction with the Company’s filing of the Form 10-K for the year ended December 31, 2013, and the Form 10-Q for the three months ended March 31, 2014 and concluded that the likelihood of a loss arising from this case was remote.

(i)    Nantucket’s wrongful eviction claim was premised on its position that the Hotel had unlawfully evicted Nantucket by placing locks on the doors to its restaurant inside the Hotel on November 6, 2008. However, the facts were such that it was the City of Palm Beach Gardens (the “City”) that closed Nantucket’s restaurant on November 6, 2008 based upon Nantucket’s failure, for over one year, to remedy outstanding code violations (including operating the restaurant without a certificate of occupancy). Following the City’s closure of Nantucket’s restaurant, the Hotel simply locked the doors for security reasons and as a protective measure. By the City’s placing of what is referred to as a “red tag” on the restaurant doors, no one was permitted inside the closed restaurant except to remedy the code violations. Moreover, it was the Company’s external legal counsel’s opinion, based upon the facts and legal research, that there could not have been an unlawful eviction since the Hotel still permitted Nantucket to utilize all other areas covered by its Lease Agreement with the Hotel, which meant Nantucket was still operating the Hotel’s food and beverage operations, and still hosting banquet and catering functions inside the Hotel, after the claimed “wrongful eviction” on November 6, 2008. The Company’s counsel’s analysis of the case as a matter of law was that an “eviction” means a dispossession of the right to occupancy, not an interference with one’s tenancy. The distinction is that a landlord can interfere with the tenant’s tenancy, by turning off the water for example, but that interference does not necessarily interfere with the tenant’s ability to occupancy. The Hotel did not dispossess Nantucket from its occupancy of the restaurant. The City of Palm Beach Gardens did so by closing the restaurant down. Based upon these facts, and an analysis of the law, it was management’s opinion that a verdict in favor of Nantucket on the wrongful eviction claim was remote.

(ii)    With regards to Nantucket’s claim for conversion, based on the opinion of the Company’s internal and external legal counsel, Nantucket had no substantive evidence of a conversion and certainly no credible evidence of the amount of its claim. Based upon discovery, Nantucket had provided no documents that would have supported a dollar amount of any claimed damages. In a conversion claim, Nantucket was required to establish a) what items were converted and b) the reasonable fair market value of the items at the time of conversion. Based upon the lack of evidence on these issues in discovery, management’s opinion was that a verdict in favor of Nantucket on conversion was remote.

Page 6

Ms. Jennifer Monick

Securities and Exchange Commission

October 13, 2015

During this time period, no other significant events occurred that provided additional clarity for potential liability that affected management’s conclusion that the likelihood of a loss was more than remote. Additionally, there was no indication of interest on the part of the plaintiffs of a settlement range that in the Company’s opinion would justify avoiding the litigation or reputational risks associated with trial.

June 30, 2014-July 3, 2014:

 Jury trial takes place. On July 3, 2014, the jury enters its verdict awarding the tenant total claims of $10.8 million on its claims of wrongful eviction and conversions and rules against the defendant on its claim of breach of contract. The defendant begins preparing various post-trial motions.

July 18, 2014:

 The defendant files motions for rehearing, new trial and remittitur.

August 11, 2014:

 The Company files its Form 10-Q for the quarterly period ended June 30, 2014.

To summarize the findings of the court, the Judge focused during the trial on the issue of whether the Hotel, by placing locks on the doors to Nantucket’s restaurant, had interfered with Nantucket’s tenancy. It was the judge in the case, and not the jury, who found that there was a wrongful eviction by the Hotel. At the close of the Plaintiff’s case, each side sought a directed verdict on the wrongful eviction claim. Ultimately, the Judge concluded that because she believed the Hotel had interfered with Nantucket’s tenancy, by placing locks on the doors, the Hotel had wrongfully evicted Nantucket. This is one of the legal issues currently on appeal. The Judge entered a directed verdict in favor of Nantucket, and instructed the Jury that the only remaining issue on the wrongful eviction claim was the amount of damages to be awarded.

As it relates to Nantucket’s conve

Mail Stop 3233

September 29 , 2015

Via E -mail
Mr. Deric S. Eubanks
Chief Financial Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254

Re: Ashford Hospitality Trust, Inc.
 Form 10-K for the fiscal year ended December 31, 2014
Filed March 2, 2015
File No. 1 -31775

  Form 10 -Q for the quarterly period ended June 30, 2015
  Filed August 10, 2015
  File No. 1 -31775

  Form 8 -K
  Filed August 6, 2015
  File No. 1 -31775

Dear Mr. Eubanks :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these com ments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing  your response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2014

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations, page 53

Mr. Deric S. Eubanks
Ashford Hospitality Trust, Inc.
September 29 , 2015
Page 2

 1. We note your disclosure on page 53 that you use RevPAR to compare the results of your
hotels between periods and to analyze results of our comparable hotels.   In future filings,
to the extent material, please address period to period changes in comparable hotels
RevPar and the relative impact of occupan cy and ADR.

Non-GAAP Financial Measures, page 65

2. In future filings, please revise your reconciliat ion to identify the line item “ FFO available
to common stockholders ” as “FFO availa ble to common shareholders and OP
unitholders ” or advise.  This comment  also applies to your Adjusted FFO measure.

Note 12. Commitments and Contingencies

Litigation, page 102

3. We note you have recorded an $11.9 million charge in 2014 related to a jury verdict.
Please tell us how you have complied with ASC 450 -20 in periodi c filings prior to your
Form 10 -Q for the quarterly period ended June 30, 2014.  Please tell us when the loss met
the probable and reasonably estimable criteria described in paragraph 2 of ASC 450 -20-
25 and tell us how you determined that the loss continge ncy was not at least reasonably
possible and that it was not necessary to disclose an estimate of the possible loss or range
of loss in prior periodic filings in accordance with paragraph 4 of ASC 450 -20-50. Your
response should include, but not be limited  to, a discussion of the exact timeline of this
matter and the dates of your prior periodic filings.

Form 10 -Q for the quarterly period ended June 30, 2015

Note 3. Investments in Hotel Properties, net

PIM Highland JV Acquisition, page 13

4. We note you ha ve based your fair value estimate on a third party appraisal. Please clarify
and revise to explicitly state whether the purchase price allocation is solely attributed to
the third party appraisal firm or whether you prepare the purchase price allocation wi th
the assistance of a third  party appraisal firm.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Non-GAAP Financial Measures, page 48

5. Please tell us how your definition of FFO is consistent with the NAREI T definition of
FFO; within your response, please tell us how you determined it was not necessary to
include an adjustment for impairment in your reconciliation from net income to FFO.

Mr. Deric S. Eubanks
Ashford Hospitality Trust, Inc.
September 29 , 2015
Page 3

 Form 8 -K filed August 6, 2015

Exhibit 99.1

6. We note your disclosure of an implied share price and the related NOI cap rate of
7.0%.   Please tell us your basis for using a cap rate of 7.0% in your share price
calculation.   Your response should include, but not be limited to, a discussion of the
actual cap rates o f your recent acquisitions.   Please also tell us what other key
assumptions you used in determining an implied share price $15.85.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the  filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accura cy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Isaac Esquivel, Staff Accountant,  at (202) 551 -3395  or me at (202) 551 -
3295  if you have questions regarding comments on the financial statements and re lated matters.
Please contact Jerard Gibson, Staff Attorney,  at (202) 551 -3473  or Sonia Barros, Assistant
Director,  at (202) 551 -3655  with any other questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief  Accountant
Office of Real Estate and
Commodities

CORRESP
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May 28, 2015

Via Email

Tiffany Piland Posil

Special Counsel

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Phone:          (202) 551-3589

Email:            PosilT@SEC.GOV

Re:                              Ashford Hospitality Trust, Inc.

Definitive Additional Materials on Schedule 14A

Filed May 6, 2015 and May 8, 2015

File No. 001-31775

Dear Ms. Posil:

Ashford Hospitality Trust, Inc. (the “Company”) received a comment letter from the staff of the U.S. Securities and Exchange Commission dated May 11, 2015 with respect to the Company’s Definitive Additional Materials on Schedule 14A (File No. 001-31775) filed on May 6, 2015 and May 8, 2015.  On behalf of the Company, I respectfully submit the responses below to your comment letter.  To facilitate your review, the comments of the staff have been set forth below in italics and are followed by our responses.

Definitive Additional Material filed May 6, 2015

1.                                      In future filings, please ensure that captions accurately summarize and describe the content of the soliciting material.  For example, we note the following heading: “Leading Independent Proxy Advisory Firm Advises Shareholders to Reject Unite Here Campaign Against Ashford Trust.”  The heading does not appear to accurately summarize the text that follows, which outlines both types of ISS recommendations with respect to Unite Here’s campaign.

Response:

In future filings, we will ensure that captions more accurately summarize and describe the content of the soliciting material.

Definitive Additional Material filed May 8, 2015

2.                                      In future filings, please refrain from making statements similar to the following without qualifying the statements as your opinion or belief and clarifying that the question of whether the Unite Here proposals were properly brought is subject to pending litigation that has been stayed until after the annual meeting:

·                  “In doing so, UNITE HERE again violated applicable federal law by misleading the Company’s shareholders and ISS to believe that the UNITE HERE proposals were properly brought, lawful and would be heard at the Company’s annual meeting of shareholders.”

Refer generally to Rule 14a-9, Note b.

Response:

In future filings, we will qualify statements of opinion or belief as such.

3.                                      We note the following statement: “Therefore, in order to have your vote properly recorded at the Company’s 2015 annual meeting of shareholders, we encourage you to vote on the WHITE proxy card.”  In future filings, please refrain from implying that votes on company proposals submitted by using Unite Here’s card will not be counted.  Such implication would appear to be inconsistent with the following disclosure in the company’s proxy statement: “If Unite Here solicits proxies for the company’s proposals, we intend to accept such proxies if validly signed, not revoked and dated subsequent to any proxy held by management for such shareholders.”

Response:

In future filings, we will be more consistent and clear, in an effort not to imply that valid proxy cards will not be counted.  We do note that we fully intended and did count all validly signed proxy cards, whether recorded on the Company’s white proxy card or UniteHere’s gold proxy card.

The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional questions, or wish to clarify any of these matters further, please do not hesitate to contact me.

Very   truly yours,

/s/   David A. Brooks

David   A. Brooks

Chief   Operating Officer, General Counsel

and   Secretary

Enclosures

cc:                                Via Email

Mellissa Campbell Duru, Esq.

SEC

Muriel McFarling, Esq.

Andrews Kurth LLP

2

May 11 , 2015

Via E-mail
Mr. David A. Brooks
Chief Operating  Officer , General Counsel and
Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254

Re: Ashford Hospitality Trust,  Inc.
Definitive Additional Materials  on Schedule 14A
  Filed May 6 , 2015  and May 8, 2015
  File No. 001-31775

Dear Mr. Brooks :

We have reviewed your filing s and have the following comments.

Definitive Additional Material filed May 6, 2015

1. In future filings,  please ensure that captions accurately summarize and describe the
content of the soliciting material.  For example, we note the following heading: “Leading
Independent Proxy Advisory Firm Advises Shareholders to Reject Unite Here Campaign
Against Ashford Trust .”  The heading does not appear to accurately summarize the text
that follows, which outlines both types of ISS recommendations with respect to Unite
Here’s campaign.

Definitive Additional Material filed  May 8, 2015

2. In future filings, please refrain from making statements similar to the following without
qualifying the statements as your opinion or belief and clarifying that  the question of
whether the Unite Here proposals were properly brought is subjec t to pending litigation
that has been stayed until after the annual meeting :
 “In doing so, UNITE HERE again violated applicable federal law by misleading the
Company’s shareholders and ISS to believe that the UNITE HERE proposals were
properly brought, law ful and would be heard at the Company’s annual meeting of
shareholders.”
Refer generally to  Rule 14a -9, Note b.

Mr. David A. Brooks
Ashford Hospitality Trust, Inc .
May 11 , 2015
Page 2
 3. We note the following statement: “Therefore, in order to have your vote properly
recorded at the Company’s 2015 annual meeting of shareholders , we encourage you to
vote on the WHITE proxy card.”  In future filings, please refrain from implying that
votes on company proposals submitted by using  Unite Here’s card will not be counted.
Such implication would appear to be inconsistent with the follo wing disclosure in the
company’s proxy statement:  “If Unite Here solicits proxies for the company's proposals,
we intend to accept such proxies if validly signed, not revoked and dated subsequent to
any proxy held by management for such shareholders.”

You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757  if you have any questions regarding our comments.

Sincerely,

        /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc:  Via E-mail
 Richard M. Brand, Esq.
 Kirkland & Ellis LLP

April 29 , 2015

Via E -mail
Ms. JJ Fueser
UNITE HERE
243 Golden Gate Avenue
San Francisco, CA 94102

Re: Ashford Hospitality Trust,  Inc.
Definitive Additional Soliciting Materials
Filed April 23 , 2015  by UNITE HERE
File No.  001-31775

Dear Ms. Fueser :

We have reviewed your filing  and have the following comment .

1. Please refer to d isclosure , which includes unqualified and inadequately supported
assertion s that UNITE HERE “achieves better corporate governance in hospitality REITS
since 2012” and “is improving corporate governance at lodging REITS.”  Please refer to
comment 9 of our initial letter dated March 13, 2015  and provide support for these
statements.   Also , in future soliciting material, qualify any s imilar statem ents as your
opinion or belief  and clarify  the basis for your belief that there is a directly attributable
causal link between an action you have taken and subsequent corporate governance
improvements enacted by a  company.  We may have further comment.

You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757  if you have any questions regarding our comments .

Sincerely,

        /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

April 21 , 2015

Via E -mail
Ms. JJ Fueser
UNITE HERE
243 Golden Gate Avenue
San Francisco, CA 94102

Re: Ashford Hospitality Trust,  Inc.
Definitive Additional Soliciting Materials
Filed April 20 , 2015  by UNITE HERE
File No.  001-31775

Dear Ms. Fueser :

We have reviewed your filing and have the following comments.

1. Please file future soliciting materials un der the cover of Schedule 14A.  See Rule 14a -
6(m).

2. Please provide us with support for the following statement:
 “UNITE HERE’s proposals have won important protections for shareholders at
Ashford companies in recent years: restoring the right of shareholders to initiate
bylaw amendments at AHT, enshrining a majority standard for d irector elections, and
establishing and strengthening a lead director role; restoring the right to a special
meeting and a creating a pathway to board declassification at Ashford Inc.; and opting
out of the provisions of the Maryland Unsolicited Takeover A ct at Ashford
Hospitality Prime [NYSE: AHP].”

You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757  if you have any questions regarding our comments .

Sincerely,

        /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

CORRESP
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filename1.htm

April 14, 2015

Via Email

Tiffany Piland Posil

Special Counsel

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Phone:          (202) 551-3589

Email:            PosilT@SEC.GOV

Re:

Ashford   Hospitality Trust, Inc.

Amended   Preliminary Proxy Statement on Schedule 14A

Filed   April 7, 2015

File   No. 001-31775

Dear Ms. Posil:

Ashford Hospitality Trust, Inc. (the “Company”) has received a comment letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated April 10, 2015 with respect to its Amended Preliminary Proxy Statement on Schedule 14A (File No. 001-31775) that was filed on April 7, 2015 (the “Preliminary Proxy Statement”).  On behalf of the Company, we respectfully submit the responses below to your comment letter and are filing herewith a revised Preliminary Proxy Statement on Schedule 14A (the “Revised Preliminary Proxy Statement”), which reflects amendments made to the Preliminary Proxy Statement.  To facilitate your review, the comments of the staff have been set forth below in italics and are followed by our responses.

General

1.                                      Please disclose that Unite Here intends to run a campaign to vote against all of the company’s nominees for director.

We have included the requested disclosure on page 3 of the Revised Preliminary Proxy Statement.

Response:

2.                                      Please provide the information required by Item 4(b)(3)(iii) and Item 4(b)(4) of Schedule  14A.

Response:

We acknowledge the Staff’s comment and have updated the disclosure on page 2 of the Revised Preliminary Proxy Statement to reflect the information required by Item 4(b)(3)(iii) and Item 4(b)(4) of Schedule 14A.

3.                                      Please provide all the information required by Item 5(b) of Schedule 14A.

Response:

We acknowledge the Staff’s comment and have included the requested disclosure in Appendix A to the Revised Preliminary Proxy Statement.  Appendix A contains all of the information required by Item 5(b) of Schedule 14A for each of the participants.

4.                                      We note your response to prior comment 3. Please supplementally advise us, with a view toward revised disclosure, whether the company will allow the Unite Here proposals to be considered at the annual meeting if the court denies the declaratory relief sought by the company or otherwise finds in favor of Unite Here regarding its counterclaims.

Response:

The litigation has been stayed until after the annual meeting as disclosed in the revised language on page 67.  Consequently, the Unite Here proposals will not be considered at the annual meeting as disclosed on page 67.

Proposal Number One - Election of Directors, page 5

5.                                      We note your response to prior comment 7. Please revise to refer to the Exchange Act of  1934.

Response:

We acknowledge the Staff’s comment and have updated the disclosure on page 5 of the Revised Preliminary Proxy Statement accordingly.

The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional questions, or wish to clarify any of these matters further, please do not hesitate to contact me or my counsel, Muriel McFarling at Andrews Kurth LLP (214-659-4461).

Very   truly yours,

/s/   David A. Brooks

David   A. Brooks

Chief   Operating Officer, General Counsel and Secretary

Enclosures

cc:

Via   Email

Mellissa   Campbell Duru, Esq.

SEC

Muriel   McFarling, Esq.

Andrews   Kurth LLP

Richard   M. Brand, Esq.

Kirkland &   Ellis LLP

2

April 10 , 2015

Via E-mail
Mr. David A. Brooks
Chief Operating  Officer , General Counsel and
Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254

Re: Ashford Hospitality Trust,  Inc.
Preliminary Revised Proxy Statement on Schedule 14A
  Filed April 7 , 2015
  File No. 001-31775

Dear Mr. Brooks :

We have reviewed your filing and have the following comments.

General

1. Please disclose that Unite Here  intends to run a campaign to vote against all of the company’s
nominees for director .

2. Please provide the information required by Item 4(b)(3)(iii) and Item 4(b)(4) of Schedule
14A.

3. Please provide all the information required by Item 5(b) of S chedule 14A.

4. We note your response to prior comment 3.  Please supplementally advise us, with a view
toward revised disclosure , whether the company will allow the Unite Here  proposals to
be considered at the annual meeting if the court denies the declaratory relief sought by
the company or otherwise finds in favor of Unite Here  regarding its counterclaims.

Proposal Number One  - Election of Directors, page 5

5. We note your re sponse to prior comment 7.  Please revise to refer to the Exchange Act of
1934 .

Mr. David A. Brooks
Ashford Hospitality Trust, Inc .
April 10 , 2015
Page 2
 You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757  if you have any questions regarding our comments.

Sincerely,

        /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc:  Via E -mail
 Richard M. Brand, Esq.
 Kirkland & Ellis LLP

CORRESP
1
filename1.htm

April 7, 2015

Via Email

Tiffany Piland Posil

Special Counsel

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Phone:          (202) 551-3589

Email:            PosilT@SEC.GOV

Re:                              Ashford Hospitality Trust, Inc.

Preliminary Proxy Statement on Schedule 14A

Filed March 26, 2015

File No. 001-31775

Dear Ms. Posil:

Ashford Hospitality Trust, Inc. (the “Company”) has received a comment letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated April 2, 2015 with respect to its Preliminary Proxy Statement on Schedule 14A (File No. 001-31775) that was filed on March 26, 2015 (the “Preliminary Proxy Statement”).  On behalf of the Company, we respectfully submit the responses below to your comment letter and are filing herewith a revised Preliminary Proxy Statement on Schedule 14A (the “Revised Preliminary Proxy Statement”), which reflects amendments made to the Preliminary Proxy Statement.  To facilitate your review, the comments of the staff have been set forth below in italics and are followed by our responses.

General

1.                                      The filing was incorrectly tagged as PRE14A. Preliminary proxy statements related to a contested solicitation should be tagged PREC14A. Please file your next preliminary proxy statement submission using the EDGAR header tag PRER14A to reflect the contested nature of the election. When you submit your definitive proxy statement, please ensure that you use the EDGAR header tag DEFC14A.

Response:

We acknowledge the Staff’s comment and although, as explained in our proxy statement, we do not believe that the proposals can be properly brought at the 2015 annual meeting, we will use the EDGAR header tag PRER14A when filing the Revised Preliminary Proxy Statement.

2.                                      Please disclose the planned solicitation by UNITE HERE.

Response:

We have included the requested disclosure on page 60 of the Revised Preliminary Proxy Statement.

3.                                      Please provide a brief summary of the pending litigation involving proposals submitted by UNITE HERE for consideration at the 2015 annual meeting, including the relief sought by the company. Please discuss what actions you will take with respect to proposals based on the outcome of the litigation. Please also note our subsequent comment 10.

Response:

We have included the requested disclosure on page 60 of the Revised Preliminary Proxy Statement.

4.                                      Please supplementally advise us, with a view toward revised disclosure, how the company intends to treat votes submitted by UNITE HERE on proposals 1, 3 and 4 pursuant to proxy authority granted by shareholders using UNITE HERE’s proxy card in the event the court grants the declaratory relief sought by the company prior to the annual meeting.

Response:

Whether or not the declaratory relief is granted prior to the annual meeting, if Unite Here solicits proxies from shareholders with respect to the company’s proposals, we intend to accept such proxies if validly signed, not revoked and dated subsequent to any proxy held by management for such shareholders.  We have included disclosure related to the company’s intention with respect to such proxies in the revised disclosure on page 60.

5.                                      Please clearly mark your proxy statement and form of proxy as preliminary. See Rule 14a-6(e)(1).

Response:

The Revised Preliminary Proxy Statement and form of proxy have been marked “Preliminary Copy — Subject to Completion” in response to the Staff’s comment.

Counting of Votes, page 2

6.                                      Given that the voting standard for proposals 2 and 5 is a majority of outstanding shares, broker non-votes and abstentions would appear to have the same effect as a vote against proposals 2 and 5. Please advise us how you determined that broker non-votes and abstentions will not affect the outcome of the vote on such proposals.

Response:

We acknowledge the Staff’s comment and have revised the disclosure on page 3 to reflect that broker non-votes and abstentions will have the same effect as a vote cast against Proposal 2 and Proposal 5.  Please refer to the following revised language:

2

“Abstentions, broker non-votes and withheld votes are included in determining whether a quorum is present, but will not be included in vote totals and will not affect the outcome of the vote on Proposal 1, Proposal 3 or Proposal 4 but will have the same effect as a vote cast against Proposal 2 and Proposal 5.”

Proposal Number One - Election of Directors, page 5

7.                                      Disclosure states that “[i]f any nominee becomes unable to stand for election as a director … proxies will be voted for a replacement nominee if one is designated by our board of directors.” Please clarify whether you are reserving the right to nominate substitute nominees before the meeting. If so, please confirm that you will file an amended proxy statement that (1) identifies the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised proxy statement and to serve, if elected, and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

Response:

We acknowledge the Staff’s comment and have revised the disclosure accordingly.  Please refer to page 5 of the Revised Preliminary Proxy Statement.

Proposal Number Five - Approval of Amendment to Our Bylaws … page 58

8.                                      Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for such opinion or belief. Support for any such opinions or beliefs should be self-evident, disclosed in the soliciting materials or provided to the staff on a supplemental basis. Please re-characterize as your opinion and provide support for the following:

·                  “It appears the union is endeavoring to … inflict economic damage on the company ….”

·                  “The union’s proposals appear to be made for no purpose other than to obtain advantage in the labor dispute ….”

·                  “[S]ome stockholders in the past have abused the Stockholder Proposal process by submitting frivolous Stockholder Proposals with the true intent of interfering with the board’s management of the business ….”

Response:

We acknowledge the Staff’s comment and have revised the disclosure accordingly.  Please refer to page 58 of the Revised Preliminary Proxy Statement.

3

9.                                      On page 59, disclosure indicates that approval of proposal 5 requires the affirmative vote of the holders of a majority of all of the votes cast at the annual meeting. Please reconcile this with the disclosure on page 3 that the affirmative vote of a majority of outstanding shares will be required to approve proposal 5.

Response:

We acknowledge the Staff’s comment and have revised the disclosure accordingly.  Please refer to page 3 of the Revised Preliminary Proxy Statement.

Other Proposals, page 60

10.                               Disclosure indicates that the proxies intend to exercise their discretionary authority to vote on any stockholder proposals submitted at the 2015 meeting as permitted by Rule 14a-4(c) and not included in this proxy statement. Please disclose whether you intend to exercise discretionary authority to vote on UNITE HERE proposals and, if so, provide us supplementally with an analysis of the applicability of Rule 14a-4(c).

Response:

The Company’s position is that the Unite Here proposals have not been properly submitted in accordance with the bylaws of the Company and are, therefore, not proper matters to be brought before the meeting.  We intend to rule any such proposals brought at the meeting out of order and hold no vote on such matters or exercise any discretionary authority with respect to the proposals.  We have revised the disclosure on page 61 of the Revised Preliminary Proxy Statement accordingly.

The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional questions, or wish to clarify any of these matters further, please do not hesitate to contact me.

Very   truly yours,

/s/   David A. Brooks

David   A. Brooks

Chief   Operating Officer, General Counsel and Secretary

Enclosures

cc:                                Via Email

Mellissa Campbell Duru, Esq.

SEC

Muriel McFarling, Esq.

Andrews Kurth LLP

Richard M. Brand, Esq.

Kirkland & Ellis LLP

4

April 2 , 2015

Via E-mail
Mr. David A. Brooks
Chief Operating  Officer , General Counsel and
Secretary
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254

Re: Ashford Hospitality Trust,  Inc.
Preliminary Proxy Statement on Schedule 14A
  Filed March 26 , 2015
  File No. 001-31775

Dear Mr. Brooks :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. The filing was incorrectly tagged as PRE14A.  Preliminary proxy statements related to a
contested solicitation should be tagged PREC14A.  Please file your next preliminary
proxy statement submission using the EDGAR header tag  PRER14A to reflect the
contested nature of the election.  When you submit your definitive proxy statement,
please ensure that you use the EDGAR header tag DEFC14A.

2. Please disclose the pla nned solicitation by UNITE HERE .

3. Please provide a  brief summary of the pending litigation involving proposals submitted
by UNITE HERE for consideration at the 2015 annual meeting, including the relief
sought  by the company.   Please discuss what actions you will take with respect to

Mr. David A. Brooks
Ashford Hospitality Trust, Inc .
April 2 , 2015
Page 2
 proposals based on the  outcome of  the litigation .  Please also note our subsequent
comment 10 .

4. Please supplementally advise us, with a view toward revised disclosure, how the
company intends to treat votes submitted by UNITE HERE on proposals 1, 3 and 4
pursuant to proxy authority granted by shareholders using UNITE HERE’s proxy card in
the event the court grants the declaratory relief sought by the company prior to the annual
meeting.

5. Please clearly mark your proxy statement and form of proxy as  preliminary.  See
Rule  14a-6(e)(1).

Counting of Votes, page 2

6. Given that the voting standard for proposals 2 and 5 is a majority of outstanding shares,
broker non -votes and abstentions would appear to have the same effect as a vote against
proposals 2 and 5.  Please advise us how you determined that broker non -votes and
abstentions will not affect the outcom e of the vote on such proposals.

Proposal Number One  - Election of Directors, page 5

7. Disclosure states that “[i]f any nominee becomes unable to stand for  election as a director
… proxies will be voted for a replacement nominee if one is designated by our board of
directors.”  Please clarify whether you are reserving the right to nominate substitute
nominees before the meeting.  If so, please confirm that y ou will file an amended proxy
statement that (1) identifies the substitute nominees, (2) discloses whether such nominees
have consented to being named in the revised proxy statement and to serve , if elected ,
and (3) includes the disclosure required by Item s 5(b) and 7 of Schedule 14A with respect
to such nominees.

Proposal Number Five  - Approval of Amendment to Our Bylaws …, page 58

8. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis mus t exist for such opinion or belief.  Support for any such
opinions or beliefs should be self -evident, disclosed in the soliciting materials or
provided to the staff on a supplemental basis.  Please  re-characterize as your opinion and
provide support for th e following:
 “It appears the union is endeavoring to … inflict economic damage on the company
….”
 The union’s proposals appear to be made for no purpose other than to obtai n
advantage in the labor dispute ….”

Mr. David A. Brooks
Ashford Hospitality Trust, Inc .
April 2 , 2015
Page 3
  “[S]ome stockholders in the past have abused the Stockholder Proposal process by
submitting frivolous Stockholder Proposals with the true intent of interfering with the
board’s management of the business  ….”

9. On page 59, disclosure indicates  that approval of p roposal 5 requires the affirmative vote
of the holders of a majority of all of the votes cast at the annual meeting.  Please
reconcile this with the disclosure on page 3 that the affirmative vote of a majority of
outstanding shares will be required to approve  proposal 5.

Other Proposals, page 6 0

10. Disclosure indicates that the proxies intend to exercise their discretionary authority to
vote on any stockholder proposals submitted at the 2015 meeting as permitted by Rule
14a-4(c) and not included in this proxy statement.   Please disclose whether yo u intend to
exercise discretionary authority to vote on UNITE HERE proposals and, if so, provide us
supplementally with an analysis of the applicability of Rule 14a -4(c).

We urge all persons who are responsible for the accuracy and adequacy of the disclo sure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclo sure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of  the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proc eeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Mr. David A. Brooks
Ashford Hospitality Trust, Inc .
April 2 , 2015
Page 4
 You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757  if you have any questions regarding our comments.

Sincerely,

        /s/ Tiffany Piland P osil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc:  Via E -mail
 Richard M. Brand, Esq.
 Kirkland & Ellis LLP

March 31 , 2015

Via E -mail
Ms. JJ Fueser
UNITE HERE
243 Golden Gate Avenue
San Francisco, CA 94102

Re: Ashford Hospitality Trust,  Inc.
Preliminary Revised Proxy Statement on Schedule 14A
Filed March 19 , 2015  by UNITE HERE
File No.  001-31775

Dear Ms. Fueser :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or  by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to yo ur filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Please confirm that you will update all required information, inclusive of information
regarding the pending litigation and  participants ’ interests and holdings , as of the most
recent practicable date.

2. We note your response to prior comment 4.  Please revise footnote 1 t o clarify that the
declaratory relief sought by the company includes  a declaration from the court that
UNITE HERE may not bring its proposals before the company’s 2015 annual meeting of
shareholders and that the company is not required to include the UNITE HERE proposals
among the items of business to be considered by the shareholders at the company’s 2015
annual meeting of shareholders.

Ms. JJ Fueser
UNITE HERE
March 31, 2015
Page 2
 3. We note your response to prior comment 5.  Please revise to clarify the specific bylaw
provisions with which you believe you have substantially complied.

4. Please supplementally advise us why Courtney Alexander and JJ Fueser are not
participants in the solicitation pursuant to Instruction 3 to  Item 4 of Schedule 14A.

5. We note your response to prior comment 8.  We presume that you are relying on Rule
14a-5(c) to refer to the information you are required to provide that will be contained in
the company’s proxy statement for the annual meeting.  If so, please note that we believe
that reliance upon Rule 14a -5(c) before the company distributes the information to
security holders would be inappropriate.  Alternatively, if you determine to disseminate
your proxy statement prior to the distribution of the company’s proxy statem ent, you
must undertake to provide the omitted information to security holders.  Please advise as
to your intent in this regard.

II. Supporting Statements

6. Recommending the terms of the Advisory Agreement be amended …

6. We reissue prior comment 10.  Clarify the first statement under this heading to indicate
the lessons to which you refer.  As appropriate, please qualify any disclosure that is
added in response to this comment as statements of opinion or belief and provide  the
requisite support for such statements.

IV. Proxy Voting

7. We note the following disclosure added in response to prior comment 4: “The Maryland
courts may grant Ashford the declaratory relief it seeks to bar these proposals from being
introduced at th e meeting ….  If so, we will nonetheless present your votes on the
proposals via letter to management and the board .”  Advise us of whether there is an
attendant risk that shareholders who submit their votes using the UNIT E HERE proxy
card may be disenfran chised if the court grants the declaratory relief sought by the
company  since any votes presented in the manner you indicated (i.e., via a letter to
management and the board) woul d not be counted as votes cast at the 2015 annual
meeting of shareholders.

8. Please revise to state whether UNITE HERE will submit votes on proposals  1, 2 and 3 for
all shares of stock for which it has been granted proxy authority if, for any reason ,
UNITE HERE learns subsequent to receiving such proxy authority that its proposal s will
not be considered by shareholders at the 2015 annual meeting .  We may have further
comment.

Ms. JJ Fueser
UNITE HERE
March 31, 2015
Page 3
 9. Further to our comment s above , please revise to highlight  that even if you are authorized
to present your proposals and/or submit proxy cards returned to you, shareholders who
vote using your proxy card are effectively disenfranchised with respect to all of the other
proposals  being submitted by the company (i.e ., proposals other than company  proposals
1, 2 and 3. )

V. Information on Participants in this Solicitation

10. We note the revised disclosure in response to prior comment 13.  Please revise  further  to
specify the date such ownership percentage was deter mined, which should be the most
recent practicable date.

Form of Proxy

11. Please clarify that proposal 1 re lates to the company’s nominees and not “management”
nominees.

You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757  if you have any questions regarding our comments .

Sincerely,

        /s/ Ti ffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc: Via E -mail
Andrew Kahn, Esq.
Davis Cowell & Bowe LLP

CORRESP
1
filename1.htm

VIA EDGAR CORRESPONDENCE

March 26, 2015

U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, DC 20549

Re:                             Ashford Hospitality Trust, Inc.
 SEC File No. 001-31775

Ladies and Gentlemen:

On behalf of Ashford Hospitality Trust, Inc. (the “Company”), pursuant to Rule 14a-6(d) of the Securities Exchange Act of 1934, as amended, please be advised that the Company filed with the Securities and Exchange Commission (the “Commission”) on March 26, 2015, the Company’s Preliminary Proxy Statement on Schedule 14A in connection with the Company’s Annual Meeting of Stockholders to be held on May 12, 2015.  The Company intends to file its Definitive Proxy Statement with the Commission on or about April 10, 2015.

Please direct any questions or comments regarding this filing to the undersigned at (972) 778-9207 or by email at dbrooks@ashfordinc.com.

Sincerely,

/s/   David A. Brooks

Chief   Operating Officer, General Counsel and Secretary

Ashford   Hospitality Trust, Inc.

March 13 , 2015

Via E -mail
Ms. JJ Fueser
UNITE HERE
243 Golden Gate Avenue
San Francisco, CA 94102

Re: Ashford Hospitality Trust,  Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 4 , 2015  by UNITE HERE
File No.  001-31775

Dear Ms. Fueser :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or  by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to yo ur filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Please include infor mation a s of the most recent  practicable date and fill in all blanks.

2. Please revise to clari fy that the trustees to whom the election of trustees proposal pertains
are not UNITE HERE nominees and explicitly direct  shareholders to the company’s
proxy statement for the names of, and other required information regarding, the company
nominees to the board of trustees.

3. Please revise to clarify your references to “Trust ,” “Prime, ” “AINC,” and “Ashf ord.”

4. We note your statement that “Ashford has sued to prevent shareholders from having an
opportunity to even vote on these proposals at the upcoming Annual Meeting.”  Please
provide a  brief summary of the proceedings and the relief sought  by the company .

Ms. JJ Fueser
UNITE HERE
March  13, 2015
Page 2
 Supplement your disclosure  to highlight the attendant risk that shareholders who vote
using your proxy card instead of the company’s card could  be disenfranchised  if the court
finds that UNITE HERE ’s proposals are improper and may not be voted on.

5. We note the company’s pending claim s before a court  that UNITE HERE’s proposals
have not been made in full compliance with the  company’s advance  notice bylaw
provisions.  Please briefly disclose the applicable provisions under state law and /or the
company ’s governing  documents  that you believe allow the proposals to be properly
brought before  the meeting.

6. Further to our comments above, separately  highlight that if the court finds the UNITE
HERE proposals are improper, shareholders who use your proxy card would not only lose
their ability to vote on proposals you outline in your supporting statements, but also on
all other matters  presented on a U NITE HERE proxy card, inclusive of the right to elect
the trustees.

7. Please provide clarity to your statement regarding insider control, which you indicate is
less than 50% yet which subsequent statements imply may approximate 56% (e.g., we
note your statements that independent shareholders own approximately 44% of shares).
Please remove the statement or clarify .

8. We note the disclosure in Sections IV and V that you “incorporate by referenc e” certain
information contained in management’s proxy statement.  Please advise us, with a view
towards revised disclosure, of all instances in which the participants intend to rely on
Rule 14a -5(c) to satisfy the disclosure requirements in S chedule 14A.  Please note that a
clear reference to the document containing the disclosure required by Schedule 14A
should be provided in each instance in which you rely upon Rule 14a -5(c).

9. Each s tatement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief.  Please revise
your disclosure to (i) characterize as your opinion the statements you make with respect
to the following non -exclusive list of assertions  and/or (ii) to provide the requisite
support for the statements:
 the statement that most lodging REIT s that have recently opted out of MUTA also
require shareholder ap proval to opt back in ;
 the assertion  that the restructuring “flew in the face of broader hotel industry  trends” ;
and
 the assertion  that the restructuring was “undertaken in such a way as to insulate
insiders from shareholder opinions, to disproportionately benefit insiders , and to pass
risk onto REIT shareholder s.”

Ms. JJ Fueser
UNITE HERE
March  13, 2015
Page 3
 II. Supporting Statements

6. Recommending the terms of the Advisory Agreement be amended  …

10. Clarify the first statement under this heading t o indicate the lessons to which you refer.
As appropriate, please qualify  any disclosure that is added in response to this comme nt as
statements of opinion or belief and provide the requisite support for such statemen ts.

11. Please provide context to the assertions you make regarding the fee structure  and change -
of-control termination fee provisions  in the Advisory Agreement .  For example, clarify
whether the se provisions align with terms found  in the majority or minority of Advisory
Agreements of externally -managed REITs .

12. There does not appear to be sufficient basis for the statement that the company ’s REITs
are “be[ing ] held hostage to Ashford’s externalization experiment…” or that the structure
of the terms of the Advisory Agreement preclude the REIT s from pursuing strategic
alternatives favorable to all, which is implied from the last sentence under this heading.
Please remove the statements or revise.

V. Information on Participants in this Solicitation

13. Please disclose UNITE HERE’s overall ownership of shares of the company , expressed
as a percentage of total shares outstanding  as of the most recent practicable date .

Form of Proxy

14. Please clearly mark the  form of proxy as “Preliminary  Copy .”  See Rule  14a-6(e)(1).

15. Please revise the introductory paragraph to reference, if true, the annual shareholders
meeting for 2015.

16. Please clarify that Proposal 1 relates to the company’s nominees.

17.  Please revise Proposal 2 to reference, if true, the 2015 fiscal year.

18. Please remove the parenthetical reference “(binding)” that is included in Proposals  4-7 on
the proxy card.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informati on the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the filing persons are in possession of
all facts relating  to their disclosure, they are responsible for the accuracy and adequacy of t he
disclosures they have mad e.

Ms. JJ Fueser
UNITE HERE
March  13, 2015
Page 4
 In responding to our comments, please provide a written statement from each filing
person acknowledging that:

 the filing person is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the filing person may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal se curities laws of the
United States.

You may contact me at (202) 551 -3589 or Mellissa Campbell Duru, Special Counsel, at
(202) 551 -3757  if you have any questions regarding our comments .

Sincerely,

        /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc: Via E -mail
Andrew Kahn, Esq.
Davis Cowell & Bowe LLP

CORRESP
1
filename1.htm

Richard M. Brand

To Call Writer Directly:
   (212) 446-6454

richard.brand@kirkland.com

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

www.kirkland.com

Facsimile:
   (212) 446-4900

CONFIDENTIAL

November 6, 2014

Via EDGAR and Hand Delivery
  Securities and Exchange Commission
 Office of Mergers and Acquisitions
 Attention: Daniel F. Duchovny
 Special Counsel
 100 F Street, NE
 Washington, D.C. 20549-3628

Re:                             Ashford Hospitality Trust Inc.
 Revised Preliminary Proxy Statement

Filed October 31, 2014
 File No. 001-31775

Soliciting Materials filed pursuant to Rule 14a-12

Filed November 3, 2014

File No. 001-31775

Dear Mr. Duchovny:

On behalf of Ashford Hospitality Trust (“Ashford Trust” or the “Company”), this letter sets forth Ashford Trust’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated November 4, 2014, to Richard Brand of Kirkland & Ellis LLP, outside counsel to Ashford Trust, with respect to the above-referenced Revised Preliminary Proxy Statement (the “Preliminary Proxy Statement”) and Solicitation Materials filed pursuant to Rule 14a-12 (the “Solicitation Materials”) with respect to the solicitation of revocations of proxies solicited by Unite Here (“Unite Here”) to call a special meeting of the shareholders of Ashford Trust.

The text of the Staff’s comments has been included in this letter for your convenience and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth Ashford Trust’s response to each of the numbered comments immediately below each numbered comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Preliminary Proxy Statement.

Beijing  Chicago  Hong Kong  Houston  London  Los Angeles  Munich  New York  Palo Alto  Shanghai  Washington, D.C.

Preliminary Proxy Statement

Cover Page

1.                                      Staff’s Comment: We note your response to prior comment 1. Please provide us or disclose support with respect to the new disclosure stating your belief that “Ashford Inc. is well positioned for growth based on the anticipated revenue stream from the advisory agreements with two publicly traded REITs and the Company’s previously announced intention to launch a private investment fund platform for which Ashford Investment Management LLC, an indirect subsidiary of the Company, will serve as the investment advisor, and its affiliate will serve as the general partner.”

Response: In response to the Staff’s comment, Ashford Trust has revised the above-referenced disclosure on pages 1 and 6 of the Preliminary Proxy Statement.

2.                                      Staff’s Comment:  It appears that in response to the third bullet point in our prior comment 1 you have included a cross-reference in the cover page and elsewhere to disclosure under the heading “Background of the Unite Here Solicitation” as support for your disclosure that Unite Here is asserting its influence on labor matters by means of its current solicitation. We note, however, that the section describes events relating to labor matters through February 2012. Thus, we reissue our prior comment.

Response: In response to the Staff’s comment, Ashford Trust has added additional disclosure to the section of the Preliminary Proxy Statement titled “Background of the Unite Here Solicitation” on page 9 of the Preliminary Proxy Statement.

The Special Meeting Request Procedure, page 13

3.                                      Staff’s Comment: We reissue prior comment 9.

[Prior comment 9: Please tell us the basis for your disclosure that you need not hold the special meeting if at any time prior to the meeting date you received sufficient revocations such that there are no longer sufficient consents to call the special meeting. It appears that Unite Here may only solicit during a 30-day period while you may solicit until the special meeting is called to order, thus defeating the purpose of Unite Here’s solicitation.]

Response: In response to the Staff’s comment, a copy of the Company’s Bylaws has been attached hereto as Exhibit A and the Company refers the staff to Article I, Section 3(b). Additionally, Ashford Trust has revised the above-referenced disclosure on page 12 of the Preliminary Proxy Statement.

Soliciting Materials filed pursuant to Rule 14a-12

4.                                      Staff’s Comment: Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions

2

or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Please provide us the support for the following:

·                  your belief that Unite Here’s “real interest is to assert its influence into a labor dispute at one of [your] hotels in Alaska by threatening to disrupt the value creating separation of Ashford Inc.” In addition to providing us support, revise your disclosure to explain how Unite Here’s solicitation affects your spin-off specifically.

·                  your disclosure that “any delay in the timing of the spin-off will impact [your] ability to capitalize on current opportunities, which could result in the loss of enhanced value creating opportunities. [You] urge all Ashford Trust shareholders not to be misled by the hotel union’s campaign.”

Response: In response to the Staff’s comment, Ashford Trust has removed certain above-referenced disclosure on pages 3 and 4 of the Solicitation Materials and has revised certain above-referenced disclosure on page 4 of the Solicitation Materials.

5.                                      Staff’s Comment: You must avoid issuing statements in your proxy statement that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Disclose the factual foundation for such assertions or delete the statements. In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a-9. Please provide us supplementally the factual foundation for your disclosure that Unite Here has “misled” your security holders with its proxy solicitation.

Response: In response to the Staff’s comment, Ashford Trust has revised the above-referenced disclosure on page 12 of the Solicitation Materials.

3

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Richard Brand of Kirkland & Ellis LLP, Ashford Trust’s lead counsel for the Preliminary Proxy Statement, at (212) 446-6454.

Sincerely,

/s/   Richard Brand

Richard   Brand

cc:                                David Brooks

Muriel McFarling

Exhibit A

Company Bylaws

(See attached.)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  November 4, 2014

Via E -mail

Richard M. Brand , Esq.
Kirkland & Ellis  LLP
601 Lexington Avenue
New York, NY  10022

Re:   Ashford Hospitality Trust Inc.
Revised Preliminary Proxy Statement
Filed October 31, 2014
 File No. 001 -31775

  Soliciting Materials filed pursuant to Rule 14a -12
  Filed November  3, 2014
 File No. 001 -31775

Dear Mr . Brand :

We have reviewed your filing and have the following comments.

Revised Preliminary Proxy Statement

Cover page
1. We note your response to prior comment 1.  Please provide us or disclose support with
respect to the new disclosure stating your belief that “Ashford Inc. is well positioned for
growth ba sed on the anticipated revenue stream from the advisory agreements with two
publicly traded REITs and the Company’s previously announced intention to launch a
private investment fund platform for which Ashford Investment Management LLC, an
indirect subsidi ary of the Company, will serve as the investment advisor, and its affiliate
will serve as the general partner .”
2. It appears that in  response to the third bullet point in our prior comment 1 you have
included a cross -reference in the cover page and elsewhere to disclosure under the
heading “Background of the Unite  Here Solicitation ” as support for your disclosure that
Unite Here  is asserting its influence on labor matters by means of its current solicitation.
We note, however, that the section  describes  events relating to labor matters through
February 2012. Thus, we reissue our prior comm ent.

Richard M. Brand , Esq.
Kirkland & Ellis  LLP
November 4, 2014
Page 2

 The Special Meeting Request Procedure,  page 13
3. We reissue prior comment 9 .

Soliciting Materials filed pursuant to Rule 14a -12
4. Each statement or assertion o f opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a su pplemental basis.  Please provide us the support for the following:
 your belief that Unite Here ’s “real interest is to assert its influence into a labor dispute
at one of [your] hotels in Alaska  by threatening to disrupt the value creating
separation of Ashford Inc.” In addition to providing us support, revise your di sclosure
to explain how Unite Here ’s solicitation affects your spin -off specificall y.
 your disclosure that “any delay in the timing of the spin -off will impact [your] ability
to capitalize on current opportunities, which could result in the loss of enhanced value
creating opportunities.   [You ] urge all Ashford Trust shareholders not to be misled by
the hotel union’s ca mpaign. ”
5. You must a void issuing statements in your proxy statement that directly or indirectly
impugn the character, integrity or personal reputation or make charges of illegal,
improper or immoral conduct without factual fo undation.  Disclose the factual foundation
for such assertions or delete the statements .  In this regard, note that the factual
foundation for such assertions must be reasonable.  Refer to Rule 14a -9.  Please provide
us supplementally the factual foundatio n for your disclosure that  Unite Here  has “misled ”
your security holders with its proxy solicitation .

You may contact me at (202) 551 -3619 with any questions .  Please send all
correspond ence to us at the following ZIP code: 20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

CORRESP
1
filename1.htm

601 Lexington Avenue

New York, New York 10022

Richard M. Brand

To Call Writer Directly:

(212) 446-4800

Facsimile:

(212) 446-6454

(212) 446-4900

richard.brand@kirkland.com

www.kirkland.com

CONFIDENTIAL

October 31, 2014

Via EDGAR and Hand Delivery
  Securities and Exchange Commission
 Office of Mergers and Acquisitions
 Attention: Daniel F. Duchovny
 Special Counsel
 100 F Street, NE
 Washington, D.C. 20549-3628

Re:                             Ashford Hospitality Trust, Inc.
 Preliminary Proxy Statement

Filed October 24, 2014
 File No. 001-31775

Dear Mr. Duchovny:

On behalf of Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”), this letter sets forth Ashford Trust’s responses to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated October 29, 2014, to Andrews Kurth LLP, outside counsel to Ashford Trust, with respect to the above-referenced Preliminary Proxy Statement (the “Preliminary Proxy Statement”) with respect to the solicitation of revocations of proxies solicited by Unite Here (“Unite Here”) to call a special meeting of the shareholders of Ashford Trust.

The text of the Staff’s comments has been included in this letter for your convenience and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth Ashford Trust’s response to each of the numbered comments immediately below each numbered comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Preliminary Proxy Statement.

Preliminary Proxy Statement

Cover Page

1.                                      Staff’s Comment: Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief.  Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.  Please provide us the support for the following:

·                  that “Ashford Inc. is well positioned for growth.”

·                  that Unite Here has made “numerous unprovoked attacks and invectives” in its proxy statement.

·                  that “Unite Here is a self-interested stockholder with a unique agenda that it has disclosed is unrelated to creating stockholder value.”

·                  that “Unite Here has a history of provoking unwarranted fights with corporate boards and management in situations where Unite Here is a nominal stockholder.”

·                  that “Unite Here’s real interest is to assert its influence into a labor dispute” and “to disrupt the value creating separation of Ashford Inc.”

·                  that your Board “believes that Unite Here’s solicitation of consents to call a special meeting is nothing more than a last-minute effort to derail the Company’s plans to enhance stockholder value and further attempt to distract the attention and resources of the Board and management.” In this respect

·                  that Unite Here’s “specific interests … are not aligned with the interests of all of our stockholders.”

Response: In response to the Staff’s comment, Ashford Trust has revised certain above-referenced disclosures on pages 2, 3 and 7 of the Preliminary Proxy Statement and has removed certain above-referenced disclosures on page 2 of the Preliminary Proxy Statement.

2.                                      Staff’s Comment: You must avoid issuing statements in your proxy statement that directly or indirectly impugn the character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Disclose the factual foundation for such assertions or delete the statements. In this regard, note that the factual foundation for such assertions must be reasonable. Refer to Rule 14a-9. Please provide us supplementally the factual foundation for your disclosure that Unite Here’s proxy statement “makes numerous baseless claims about [your] management.”

Response: In response to the Staff’s comment, Ashford Trust has removed the above-referenced disclosure on pages 2 and 4 of the Preliminary Proxy Statement.

3.                                      Staff’s Comment: With a view toward revised disclosure, please explain why you view Unite Here’s solicitation as “circumventing” your governance practices when it appears Unite Here is solely using one of your governance practice instead of your preferred practice. You make a similar statement in the fifth paragraph of the cover letter.

Response: In response to the Staff’s comment, Ashford Trust has removed the above-referenced disclosure on pages 2 and 4 of the Preliminary Proxy Statement.

4.                                      Staff’s Comment: Please provide us with your analysis supporting the apparent conclusion that spending more funds in a contest than the value of a shareholder’s shares of the company is “evidence that they are using corporate governance to further their interests in the labor dispute.”

Response: In response to the Staff’s comment, Ashford Trust has removed the above-referenced disclosure on pages 2 and 4 of the Preliminary Proxy Statement.

5.                                      Staff’s Comment: Please revise your disclosure reconcile your disclosure that suggests Unite Here has to few shares to have similar interests with your other shareholders and your alert to shareholders that regardless of the number of shares held, their views are important. Are you suggesting that the views of holders of 765 or fewer shares are not important?

Response: In response to the Staff’s comment, Ashford Trust has removed the above-referenced disclosure on pages 2 and 4 of the Preliminary Proxy Statement.

Response of Ashford Trust, page 11

6.                                      Staff’s Comment: Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis. Please provide us the support for the following:

·                  that “[t]here are certain significant risks and costs associated with calling and holding a special meeting.”

·                  that you maintain “an open dialogue with [your] stockholders and a track-record of responding to [your] stockholders’ wishes when appropriate under the circumstances.”

·                  that “Unite Here is a self-interested stockholder with a unique agenda that it has disclosed is unrelated to creating stockholder value.”

·                  that “Unite Here has a history of provoking unwarranted fights with corporate boards and management in situations where Unite Here is a nominal stockholder.”

·                  that “Unite Here’s real interest is to assert its influence into a labor dispute” and “to disrupt the value creating separation of Ashford Inc.”

·                  that your Board “believes that Unite Here’s solicitation of consents to call a special meeting is nothing more than a last-minute effort to derail the Company’s plans to enhance stockholder value and further attempt to distract the attention and resources of the Board and management.” In this respect

·                  that Unite Here’s “specific interests … are not aligned with the interests of all of our stockholders.”

Response: In response to the Staff’s comment, Ashford Trust has revised the above-referenced disclosure on pages 2, 4, 7 and 12 of the Preliminary Proxy Statement.

7.                                      Staff’s Comment: We note your disclosure that Unite Here could have made its proposals at the annual meeting on May 13, 2014. With a view toward revised disclosure, please tell us whether Unite Here would have met any applicable advance notice requirements to make proposals at that meeting given the date of your announcement of the Ashford Inc. spin-off.

Response: In response to the Staff’s comment, Ashford Trust has removed the above-referenced disclosure on page 12 of the Preliminary Proxy Statement.

8.                                      Staff’s Comment: On a related note, would Unite Here’s proposals have the same effect in May 2015 (your next annual meeting) given the planned completion of the spin-off well before that? Revise to explain.

Response: In response to the Staff’s comment, Ashford Trust has removed the above-referenced disclosure on page 12 of the Preliminary Proxy Statement.

The Special Meeting Request Procedure, page 13

9.                                      Staff’s Comment: Please tell us the basis for your disclosure that you need not hold the special meeting if at any time prior to the meeting date you received sufficient revocations such that there are no longer sufficient consents to call the special meeting. It appears that Unite Here may only solicit during a 30-day period while you may solicit until the special meeting is called to order, thus defeating the purpose of Unite Here’s solicitation.

Response: In response to the Staff’s comment, Ashford Trust has revised the above-referenced disclosure on page 13 of the Preliminary Proxy Statement.

Solicitation of Revocations, page 15

10.                               Staff’s Comment: We note that proxies may be solicited by mail, facsimile, telephone, email, and other electronic channels of communication. Please be advised that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone or any e-mail correspondence and any information posted on the Internet must be filed under the cover of Schedule 14A. Refer to Rule 14a-6(b) and (c). Please confirm your understanding in your response letter.

Response: In response to the Staff’s comment, Ashford Trust confirms its understanding of these requirements.

11.                               Staff’s Comment: Please disclose the “other electronic channels of communication” you intend to use.

Response: In response to the Staff’s comment, Ashford Trust has removed the above-referenced disclosure on page 15 of the Preliminary Proxy Statement.

Ashford Trust acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·                  staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Richard Brand of Kirkland & Ellis LLP, Ashford Trust’s lead counsel for the Preliminary Proxy Statement, at (212) 446-6454.

Sincerely,

/s/Richard   Brand

Richard   Brand

cc:                                David Brooks

Muriel McFarling

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  October 29 , 2014

Via E -mail

Muriel C. McFarling , Esq.
Andrews Kurth  LLP
1717 Main Street
Dallas, TX  75201

Re:   Ashford Hospitality Trust Inc.
Preliminary Proxy Statement
Filed October  24, 2014
 File No. 001 -31775

Dear Ms . McFarling :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate,  please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Preliminary Proxy Statement

Cover page
1. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.  Please provide us the support for the following:

 that “Ashford Inc. is well positioned for growth. ”
 that Unite Here has m ade “numerous unprovoked attacks and invectives ” in its proxy
statement.

Muriel C. McFarling , Esq.
Andrews Kurth  LLP
Octo ber 29 , 2014
Page 2

  that “Unite Here is a sel f-interested stockholder with a unique agenda that it has
disclosed is unrelated to creating stockholder value .”
 that “Unite Here has a history of provoking unwarranted fights with corporate boards
and management in situations where Unite Here is a nominal stoc kholder .”
 that “Unite Here’s real interest is to assert its influence into a labor dispute ” and “to
disrupt the value creating separation of Ashford Inc. ”
 that your Board “believes that Unite Here’s solicitation of consents to call a special
meeting  is nothing more than a last -minute effort to derail the Company’s plans to
enhance stockholder value and further attempt to distract the attention and resources
of the Board and management. ” In this respect
 that Unite Here ’s “specific interests … are not aligned with the interests of all of our
stockholders .”
2. You must a void issuing statements in your proxy statement that directly or indirectly
impugn the characte r, integrity or personal reputation or make charges of illegal,
improper or immoral conduct without factual foundation.  Disclose the factual foundation
for such assertions or delete the statements .  In this regard, note that the factual
foundation for suc h assertions must be reasonable.  Refer to Rule 14a -9.  Please provide
us supplementally the factual foundation for your disclosure that  Unite Here ’s proxy
statement “makes numerous baseless claims about [your] management .”
3. With a view toward revised disclosure, please explain why you view Unite Here ’s
solicitation as “circumventing ” your governance practices when it appears Unite Here is
solely usin g one of your governance practice instead of your preferred practice.  You
make a similar statement i n the fifth paragraph of the cover letter.
4. Please provide us with your analysis supporting the apparent conclusion that spending
more funds in a contest than the value of a shareholder ’s shares of the company is
“evidence that they are using corporate governance to further their interests in the labor
dispute .”
5. Please revise your disclosure reconcile your disclosure that suggests Unit e Here has to
few shares to have similar interests with your other shareholders and your alert to
shareholders that regardless of the number of shares held, their views are important.  Are
you suggesting that the views of holders of 765 or fewer shares are not important?

Response of Ashford Trust, page 11
6. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.  Please provide us the support for the following:

Muriel C. McFarling , Esq.
Andrews Kurth  LLP
Octo ber 29 , 2014
Page 3

 that “[t]here are certain significant risks and costs associated with calling and holding
a special meeting .”
 that you maintain  “an open dialogue with [your]  stockholders and a track -record of
responding to [your]  stockholders’ wishes when appropriate under the
circumstances .”
 that “Unite Here is a sel f-interested stockholder with a unique agenda that it has
disclosed is unrelated to creating stockholder value .”
 that “Unite Here has a history of provoking unwarranted fights with corporate boards
and management in situations where Unite Here is a nominal stoc kholder .”
 that “Unite Here’s real interest is to assert its influence into a labor dispute ” and “to
disrupt the value creating separation of Ashford Inc. ”
 that your Board “believes that Unite Here’s solicitation of consents to call a special
meeting  is nothing more than a last -minute effort to derail the Company’s plans to
enhance stockholder value and further attempt to distract the attention and resources
of the Board and management. ” In this respect
 that Unite Here ’s “specific interests … are not aligned with the interests of all of our
stockholders .”
7. We note your disclosure that Unite Here could have made its proposals at t he annual
meeting on May 13, 2014. With a view toward revised disclosure, please tell us whether
Unite Here would have me t any applicable advance notice requiremen ts to make proposals
at that meeting given the date of your announcement of the Ashford Inc. spin -off.
8. On a related note, would Unite Here ’s proposals have the same effect in May 2015 (your
next annual meeting) given the planned completion of t he spin -off well before that?
Revise to explain.

The Special Meeting Request Procedure, page 13
9. Please t ell us the basis for your disclosure that you need not hold the special meeting if at
any time prior to the meeting date  you received sufficient revocations such that there are
no longer sufficient conse nts to call the special meeti ng. It appears that Unite Here may
only solicit during a 30 -day period while you may solicit until the special meeting is
called to order , thus defeating the purpose of Unite Here ’s solicitation .

Solicitati on of Revocations , page 15
10. We note that proxies may be solicited  by mail, facsimile, telephone , email, and other
electronic channels of communication .  Please be advised that all written soliciting
materials, including any scripts to be used in soliciting proxies over the telephone or any

Muriel C. McFarling , Esq.
Andrews Kurth  LLP
Octo ber 29 , 2014
Page 4

 e-mail correspondence and any information posted on the Internet must be filed under the
cover of Schedule 14A.  Refer  to Rule 14a -6(b) and (c).   Please confirm your
understanding in your response letter.
11. Please disclose the “other electronic channels of communication ” you intend to use .

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain  that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company is in possession of all
facts relating to the disclosure, it is responsible for the accuracy and adequacy of the  disclosures
it has made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the fe deral securities laws of the United
States.

You may contact me at (202) 551 -3619 with any questions .  Please send all
correspondence to us at the following ZIP code: 20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  October 17 , 2014

Via E -mail

Andrew Kahn , Esq.
Davis Cowell  & Bowe  LLP
595 Market Street, Suite 1400
San Francisco, CA  94105

Re: Ashford Hospitality Trust, Inc.
Definitive Additional Soliciting Materials  filed October 10 and 17 , 2014
Filed by UNITE  HERE
  File No. 001-31775

Dear Mr . Kahn :

We have reviewed your filing s and have the following comment .

Definitive Additional Soliciting Materials
1. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the solicitation materi als or
provided to the staff on a supplemental basis.  Please provide us the support for the
following:
 You statement , referring to  a low valuation of Ashford Inc. , that it is an “incentive
[that] casts doubt on the notion that a low valuation is intended solely to protect the
REIT’s tax status.”  (October 10, 2014)
 Your statement that Ashford Inc. “ may be uninvestable for REIT -specific index
funds .” (October 17, 2014)
2. Provide us supplemental support for your references to the valuations conduct ed by
Whitesa nd and by MLV&Co.  (October 17, 2014)

You may contact me at (202) 551 -3619 with any questions .

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  October 10, 2014

Via E -mail

Andrew Kahn , Esq.
Davis Cowell  & Bowe  LLP
595 Market Street, Suite 1400
San Francisco, CA  94105

Re: Ashford Hospitality Trust, Inc.
Revised Definitive Proxy Statement filed October 7 , 2014
Definitive Additional Soliciting Materials  filed October  9, 2014
Filed by UNITE  HERE
  File No. 001-31775

Dear Mr . Kahn :

We have reviewed your filing  and have the following comment .

Revised Definitive Proxy Statement
1. We note you  added a proposal to be presented at an eventual special meeting of security
holders.  Please revise your disclosure to alert securi ty holders with respect to their
revocation rights .

Definitive Additional Soliciting Materials
2. We note your disclosure that you have requested the company to set a record date for a
special meeting. With a view towards revised disclosure, tell us whether you have
received sufficient proxies to require the company to call a specia l meeting of security
holders.

You may contact me at (202) 551 -3619 with any questions .

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  July 16, 2014

Via E -mail

Andrew Kahn , Esq.
Davis Cowell  & Bowe  LLP
595 Market Street, Suite 1400
San Francisco, CA  94105

Re: Ashford Hospitality Trust, Inc.
Revised Preliminary Proxy Statement  on Schedule 14A filed by UNITE
    HERE
Filed July 9 , 2014
Correspondence Filed July 15, 2014
  File No. 001-31775

Dear Mr . Kahn :

We have reviewed your filing s and have the following comments.

Revised Preliminary Schedule 14A
1. We note your response to prior comment 3 and reissue it in part.  Item 6(b) of Schedule
14A requires disclosure of specific information in the event that the right to consent is not
to be determined by reference to a record date.  Please revise.
2. Please be  advised that all written soliciting materials, regardless of where they appear, must
be filed under the cover of Schedule 14A as well as comply with Rule 14a -9.  Also see our
telephone interpretation B.2 in the Third Supplement to the Manual of Publicly A vailable
Telephone Interpretations (July 2001) for additional guidance.  In this respect, we note that
footnote 10 refers to the website www.unlock -ashford.org .  It appears that you sponsor the
website and we n ote it includes materials that could be deemed solicitations (as defined in
Rule 14a -1(l)).  Please file  any soliciting materials appearing on the website.

You may contact me at (202) 551 -3619 with any questions .

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  July 3, 2014

Via E -mail

Andrew Kahn , Esq.
Davis Cowell  & Bowe  LLP
595 Market Street, Suite 1400
San Francisco, CA  94105

Re: Ashford Hospitality Trust, Inc.
Preliminary Proxy Statement  on Schedule 14A filed by UNITE HERE
Filed June 26 , 2014
  File No. 001-31775

Dear Mr . Kahn :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may bett er understand  your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or d o not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Preliminary Schedule 14A
1. We note that since 2013 you have filed preliminary proxy statements and/or soliciting
materials pursuant to Rule 14a -12 but have not continued the process to actually solicit
proxies from security holders.  Thus, it is unclear whether you intend to solicit proxies.
We remind you of question D.3 in the Third Supplement (July 2001) to the Manual of
Publicly Available Telephone Interpretations, available on our web site.  Please advise.
2. Please consider including page numbers to your proxy statement .
3. Please provide the disclosure required by Item s 2 and 6(a)-(b) of Schedule 14A.
4. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for  each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to

Andrew Kahn, Esq.
Davis Cowell & Bowe LLP
July 3, 2014
Page 2

 the staff on a supplemental basis.  Please provide us the support for the following:
 that the mutual exclusivity agreement between Ashford Inc. and Re mington is
“potentially  lucrative for Ashford insiders; ”
 that the same agreement “could impede [Ashford Inc. ’s] ability to attract third -party
client s and depress shareholder value; ” and,
 that the external management structure proposed by AHT is “controversial. ”
5. Revise your disclosure to explain how the advisory agreement between  Ashford Inc. and
AHT “asks AHT to bea r the brunt of the risk created ” by certain management decisions.
6. Revise your disclosure to expa nd the description of the relationship among AHT,
Ashford Inc. , Ashford Prime and Ashford Advisors.
7. Describe here the “preliminary data  on externally -advised Prime ” that you reference.
8. Provide us support for your statement that “early predictions that Prime may see a
suppressed valuation due to its externally -managed structure appear to be borne out. ”
Also, revise the disclosure to clarify its relevance to AHT.
9. Revise your disclosure  to describe the “sharp restrictions on shareholder rights
contemplated for Ashford Inc. ”
10. Clarify under section I which proposals in a future special meeting would be binding on
the AHT board of directors and which p roposals would not be  binding.
11. In the same section I, clarify which provisions proposed by Ash ford Inc. are currently
included in AHT ’s organizational documents explicitly or by o peration of Maryland law.
12. Provide us supplemental  support for the Green Street Advisors r eport referenced in
section I.
13. Provide us support for the disclosure in each of the first three sente nces in the second
paragraph in section II.
14. Provide us support for the disclosure in the third and fourth sente nces in the first
paragraph in section III.
15. With a view toward revised disclosure, please explain to us the inclusion of the word
“link” in parenthesis under the caption  “Remove change -in-control termi nation fees ” in
section III.
16. We note your reference to AHT ’s bylaws in section IV.  It appears that the bylaw you
reference (Article 1, Section 3) does not provide security holders the right to call a special
meeting, per our review  of the company ’s bylaws filed on November 12, 2010.  That
filing includes such rights in Article I, Sec tion 11.  Revise as necessary.

Andrew Kahn, Esq.
Davis Cowell & Bowe LLP
July 3, 2014
Page 3

 17. On a related note, it appears that a special meeting may be called “upon the written
request of the holders of common stock entitled to cast not less tha n 25% of all votes
entitled to be cast at such meeting .”  Your disc losure appea rs to require consents from
holders of a majority of the votes entitled to be cast at such meeting.  Revise.
18. On a related note, disclose the starting date for your solicitation an d a deadline, if the re is
one.
19. Revise your disclosure relating to the proposed resolutions to be presented a future
special meeting of AHT security holders pur suant to this consent solicitation numbered 2,
3, 4, 6, 7 and 8 to describe what legal authority security holders of AHT will have with
respect to corporate matter s relating to Ashford Inc.
20. Revise proposed resolution 5 to highlight that the proposal would directly affect AHT,
not Ashford Inc.  Additionally, to the extent th e company ’s bylaws filed on November
12, 2010 are currently valid (see above), it appears that this proposal would not achieve
any change for AHT security hold ers.  Please advise or revise.

Additional Information
21. Please tell us the purpose of the disclosure in this section.  To the extent you included it
in reliance on Rule 14a -5(c), note that the rule is limited to other soliciting materials “in
connection with the same meeting or subject matter .”

Form Proxy Card
22. Please mark the form of proxy card as preliminary.  Refer to Rule 14a -6(e)(1).

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the participants are  in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each participant
acknowledging that:

 the participant is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the participant may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Andrew Kahn, Esq.
Davis Cowell & Bowe LLP
July 3, 2014
Page 4

You may contact me at (202) 551 -3619 with any questions .  You may also contact me vi a
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

December 3, 2013

Via E -mail
Mr. M ark L. Nunneley
Chief Accounting Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway , Suite 1100
Dallas, TX  75254

Re: Ashford Hospitality Trust, Inc.
 Form 10-K for the year ended December 31, 2012
Filed March 1, 2013
File No. 001 -31775

Form 10 -Q for the quarter ended September 30, 2013
Filed November 7, 2013
File No. 001 -31775

Dear Mr. Nunneley :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respe ct to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

cc: David Brooks, General Counsel (via E -mail)

CORRESP
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		SEC Comment Responses 11-15-13

November 25, 2013

SUBMITTED VIA EDGAR

Daniel L. Gordon

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-1090

RE:   Ashford Hospitality Trust, Inc.

Form 10K for the year ended December 31, 2012

Filed March 1, 2013

File No. 001-31775

Form 10-Q for the quarter ended September 30, 2013

Filed November 7, 2013

File No. 01-31775

Dear Mr. Gordon:

Ashford Hospitality Trust, Inc. (the “Company”, "Ashford" or “we” ) has received the staff’s comment letter dated November 15, 2013 with respect to the reports referenced above. We respectfully submit the responses below to your comment letter. To facilitate your review, the comments of the staff have been set forth in italics and are followed by our responses.

Form 10-Q for the quarter ended September 30, 2013

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 30

1.

 We note your disclosure regarding the Ashford Hospitality Prime spin-off that will occur on November 19, 2013. Please provide more robust disclosure regarding the operations of the properties that will be eliminated from your consolidated operations following the spin-off in order to give readers more insight into the anticipated impact to Ashford Hospitality Trust’s financial performance subsequent to the spin-off. As part of your disclosure disclose the expected impact on revenues, operating expenses, net income and cash flows from operations. Please provide us with your proposed disclosure. Refer to Item 303(A)(3)(ii) of Regulation S-K and FR-72: Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We note that the spin-off has now occurred, and the 10-K will reflect the change in operations that will result from the spin-off.  We also note that we provided some financial information about the Ashford Prime properties in the third quarter earnings release, and we also included discussion in the third quarter 10-Q that stated as follows:

In connection with the spin-off we expect to contribute approximately $139 million in cash to Ashford Prime. Additionally, the absence of the cash flows from the hotel properties being contributed to Ashford Prime could have a significant impact on our liquidity.  Further, following the spin-off, Ashford Hospitality Advisors LLC, a subsidiary of Ashford, will act as external advisor to Ashford Prime. The advisory fees generated from this arrangement could result in significant cash flows, which could also have a material impact on our liquidity.

Management does not believe the spin-off will have a material impact on our capital resources as all debt associated with the hotel properties is being assumed by Ashford Prime. The spin-off has no impact on our current credit facility.

This spin-off could have a material negative impact on our revenues and a material impact on our income (loss) from continuing operations.  Additionally, after the spin-off, Ashford Hospitality Advisors LLC, a subsidiary of Ashford, will act as external advisor to Ashford Prime. This advisory arrangement and the related fees could have a material impact on our revenues and income (loss) from continuing operations.

However, in an effort to provide more robust disclosure regarding the operations of the properties that will be eliminated from consolidated operations following the spin-off and to give more historical perspective to the specific properties transferred to Ashford Prime, we will include disclosure substantially similar to the following in our Annual Report on Form 10-K:

On November 19, we completed the spin-off an 80% ownership interest in an 8-hotel portfolio, totaling 3,146 rooms (2,912 net rooms excluding those attributable to our partners), to holders of our common stock in the form of a taxable special distribution. The distribution was comprised of common stock in Ashford Hospitality Prime, Inc. (“Ashford Prime”), a newly formed company in which we contributed the portfolio interests.  The transaction also includes options for Ashford Prime to purchase the Marriott Crystal Gateway in Arlington, Virginia and the Pier House Resort in Key West, Florida.  Ashford Hospitality Advisors LLC, a subsidiary of Ashford acts as external advisor to Ashford Prime.

With respect to the eight hotel properties that are now owned by Ashford Prime, the operating results for the period from January 1, 2013 through November 18, 2013 and the years ended December 31, 2012 and 2011 are included in our consolidated statements of operations for the respective years ended December 31, 2013, 2012 and 2011.  The following table summarizes the operating results of the eight-hotel portfolio included in our results of operations (in thousands):

 Year Ended December 31,

 2013

 2012

 2011

Total revenue

Total operating expenses

Operating income

Interest income

Interest expense and amortization of loan costs

Write-off of loan costs and exit fees

Unrealized loss on derivatives

Income before income taxes

The cash flows from operations generated by the 8-hotel portfolio were approximately $xx.x million for the period from January 1, 2013 through November 18, 2013 and $xx.x million and $xx.x million for the years ended December 31, 2012 and 2011, respectively.  The absence of the cash flows from these eight hotel properties could have a significant impact on our liquidity.  However, as a result of retaining a 20% ownership in Ashford Prime, our portion of Ashford Prime’s net income (loss) is reflected in our results of operations since November 19, 2013.  Additionally, our subsidiary Ashford Hospitality Advisors LLC acts as the external advisor to Ashford Prime, and as a result, we receive advisory fees from Ashford Prime.  Ashford Prime is required to pay Ashford Hospitality Advisors LLC a quarterly base fee equal to 0.70% per annum of the total enterprise value of Ashford Prime, subject to a minimum quarterly base fee, as payment for managing the day-to-day operations of Ashford Prime and its subsidiaries in conformity with Ashford Prime’s investment guidelines.  Ashford Prime is also required to pay Ashford Hospitality Advisors LLC an incentive fee that is based on Ashford Prime’s performance as compared to Ashford Prime’s peer group.  The fees are included in our results of operations since November 19, 2013 and could, over time, result in significant cash inflows, which could also have a material impact on our liquidity.

We acknowledge that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

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

We respectfully submit the foregoing for your consideration in response to your comment letter dated November 15, 2013. If you have any further questions concerning this filing, please contact me at (972) 778-9211.

Sincerely,

/S/ Mark L. Nunneley

Mark L. Nunneley

Chief Accounting Officer

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

November 15, 2013

Via E -mail
Mr. M ark L. Nunneley
Chief Accounting Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway , Suite 1100
Dallas, TX  75254

Re: Ashford Hospitality Trust, Inc.
 Form 10-K for the year ended December 31, 2012
Filed March 1, 2013
File No. 001 -31775

Form 10 -Q for the quarter ended September 30, 2013
Filed November 7, 2013
File No. 001 -31775

Dear Mr. Nunneley :

We have reviewed your filing s and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this let ter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment  applies to your facts and circumstances or do not
believe an a mendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to this comment , we may have  additional comments.

Form 10 -Q for the quarter ended Septe mber 30, 2013

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 30

1. We note your disclosure regarding the Ashford Hospitality Prime spin -off that will occur
on November 19, 2013.  Please provide more robus t disclosure regarding the operations
of the properties that will be eliminated from your consolidated operations following the
spin-off in order to give readers more insight into the anticipated impact to Ashford
Hospitality Trust’s financial performance subsequent to the spin -off.  As part of your
disclosure disclose the expected impact on revenues, operating expenses, net income and
cash flows from operations. Please provide us with your proposed disclosure.  Refer to

Mark L. Nunneley
Ashford Hospitality Trust, Inc.
November 15, 2013
Page 2

 Item 303(A)(3)(ii) of Regulation S -K and FR -72: Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the f iling includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

You may contact Kristi Marrone  at (202) 551 -3429  or me at (202) 551 -3486  if you have
questions regarding comments on the financial statements and related matters

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

cc: David Brooks, General Counsel (via E -mail)

CORRESP
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		ResponseLettertoSEC11-07-13

November 7, 2013

SUBMITTED VIA EDGAR

Daniel L. Gordon

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-1090

RE:   Ashford Hospitality Trust, Inc.

          Form 10K

          Filed March 1, 2013

          File No. 001-31775

          Form 10-Q

          Filed August 7, 2013

          File No. 01-31775

Dear Mr. Gordon:

Ashford Hospitality Trust, Inc. (the “Company” or “we”) has received the staff’s comment letter dated October 24, 2013 with respect to the reports referenced above. We respectfully submit the responses below to your comment letter. To facilitate your review, the comments of the staff have been set forth in italics and are followed by our responses.

Form 10-K for the year ended December 31, 2012

Non-GAAP Financial Measures, page 51

1.

 We note that you have excluded impairment charges from EBITDA, but your narrative on page 51 indicates that impairment charges should be a reconciling item to calculate Adjusted EBITDA. Please advise, and in your response, tell us what consideration you gave to Question 103.01 of the Compliance and Disclosure Interpretations: Non-GAAP Measures which can be found at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm. Please also revise your disclosure to explain the “various other items” that are excluded from Adjusted EBITDA, including a discussion of why their exclusion results in a measure that is useful to shareholders. Refer to Item10(e)(1)(i)(C).

We concur that impairment charges should not be excluded from EBITDA.  We will reflect impairment charges as a reconciling item to calculate Adjusted EBITDA in all future filings beginning with the September 30, 2013 Form 10-Q.  We previously excluded impairment charges from our EBITDA calculation as it was an exclusion permitted by our credit facility covenants.

We will revise our future disclosures to explain each of the items that we have excluded from Adjusted EBITDA for all periods presented.  Management believes it is important to

Page 1 of 5

shareholders to present supplemental information that allows them to compare our core operations from period to period in addition to net income and EBITDA.  When determining what items should be excluded from Adjusted EBITDA management considers whether the item is core to the Company’s continuing operations and if the charge is non-cash.

Consolidated Statements of Operations, page 57

2.

 To the extent that other income remains a material line item on the consolidated statements of operations, please revise to separately state material amounts included within other income on the face of the statement of operations or in a note thereto. Refer to Rule 5-03.7 of Regulation S-X.

We confirm that to the extent that other income remains a material line item on the consolidated statements of operations we will separately state the material amounts either on the face of the statement of operations or in a note thereto.

Note 5. Investment in Unconsolidated Joint Ventures, page 69

3.

 We note that you have a 71.74% interest in PIM Highland joint venture and that you have determined that the joint venture is a variable interest entity. It appears that you have determined that you are not the primary beneficiary because you do not have the power to direct the activities that most significantly impact the VIE’s economic performance. Please tell us which activities most significantly impact the VIE’s economic performance and tell us what happens if a vote on a significant matter is deadlocked. In addition please tell us if either party is required to consent to any significant activity of the entity or is there any contractual clauses that determine how to break a deadlock. For reference see ASC 810-10-25.

The following items were determined to be the key aspects that most significantly impact PIM Highland joint venture’s (“PIM”) economic performance:

•

 Adjustments to room rates in order to drive occupancy and revenue per available room (RevPAR) to achieve budgeted results

•

 Containment of costs to achieve the budgeted expense flows (i.e., proper operating margins)

•

 Decisions regarding the hotel brand

•

 Proper maintenance of the hotels as well as capital additions to maintain hotel competitiveness

•

 Management of G&A costs

•

 Selection/approval of the property manager

•

 Selection/approval of the Administrative Member (“AM”)

•

 Securing financing

•

 Approval to sell the hotel investments

The executive committee of PIM is comprised of four members, two appointed by Ashford and two appointed by Ashford’s joint venture partner PRISA III.  The executive committee manages

Page 2 of 5

the affairs of PIM.   Decisions of the executive committee are made only with the approval of a majority of the committee representatives.  However, certain contractual provisions do control specific circumstances, as described below.

The PIM limited liability company agreement (the “PIM Agreement”) requires the executive committee and the company’s advisor (Ashford) to submit the operating budget, G&A budget and capital expenditure budget, which would cover capital improvements above those required by third party agreements, to the executive committee for approval.  Once the budgets are approved, the property managers are required to implement these budgets.  If subsequent budgets cannot be approved, the properties are to operate on the most recently approved budget adjusted for items approved by the executive committee or permitted adjustments (mainly deletion of non-recurring expenses, expenditures required under the management agreements, increased insurance costs, taxes, utility costs, debt service payments and CPI increases in G&A).  If the operating budget or G&A budget are not approved, no payments or reimbursements to the members or their affiliates will be made by the company (except management fees and certain reimbursements consistent with the prior year’s budgets) until the budgets are approved.  If the capital budget is not approved, only deposits into capital expenditure reserves and required expenditures; defined as,  (i) expenditures to comply with laws, ordinances, orders, rules, regulations, or requirements of a governmental agency, (ii) taxes or assessments or insurance premiums, (iii) emergency expenditures, and (iv) payments under any recourse provisions of any PIM related loans) can be made.  No capital expenditure can be made by PIM for a given year unless a capital expenditure budget has been approved unless the executive committee has specifically approved the capital expenditure or the capital expenditure is required by the applicable licensor.

Ashford and Remington Lodging & Hospitality LLC (“Remington”) must follow the budgets that are established by the EC and given the nature of the hotel industry and the restrictions placed on defaulting to the prior year budgets, could not operate the type of hotels owned by PIM for an extended period of time without receiving updated and approved budgets from the EC.  The hotel industry is a very dynamic industry.  Changes occur in the environment in which hotels operate on a daily basis, and owners of hotels have to quickly react to such changing environments (i.e., changes in competitors’ daily rates, specials, relationships with corporate clients, etc.) in order to maintain their share of the market.   The owners of the hotels respond to these matters by actively managing the activities that most significantly impact a hotel’s performance.

The PIM Agreement specifically addresses decisions related to the property management agreements.  PRISA III, after reasonable consultation with the executive committee, has sole authority to make elections, grant waivers of, exercise termination rights or otherwise enforce any provision of the property management agreements between Remington or its affiliates and the company or its subsidiaries.  If a property management agreement is terminated and the executive committee cannot agree on a replacement property manager within 15 days, then within five calendar days of the end of such 15 day period, the Ashford representatives are

Page 3 of 5

required to submit a list of four qualified property managers from which the PRISA III representatives must select a replacement property manager within five days of receiving the list. If the Ashford representatives fail to submit the list of qualified property managers, the PRISA III representatives are required to promptly select a replacement property manager.  If the Ashford representatives timely submit the list and the PRISA III representatives do not select a replacement property manager from the list, the Ashford representatives are required to promptly select a replacement property manager from the list.

The PIM Agreement also specifically addresses certain duties of Ashford, in its capacity as the administrative member.  The executive committee has delegated the responsibility and authority for the day to day administration of the business and affairs of PIM to Ashford, and in that capacity, Ashford is required to act in accordance with the decisions, policies and procedures established by the executive committee and the PIM Agreement.  The executive committee can revoke the authority of Ashford to serve as the administrative member at any time in its sole discretion, in which case PRISA III will become the administrative member.  PRISA III, acting alone, has the right to revoke the authority of Ashford to serve as the administrative member following any breach of a material obligation by Ashford that remains uncured for the specified cure period.

Also, following the second anniversary of the PIM Agreement, which occurred on March 10, 2013, if the executive committee is unable to agree on a decision for more than 30 days following delivery of a written notice from any executive committee representative stating that a deadlock exists, either member may deliver a buy/sell notice and initiate the buy/sell provisions of the agreement.  The buy/sell provision contains terms customary for real estate joint ventures and does not force one party to act on any particular item.  It is a mechanism that allows one partner to offer to sell their interest in PIM to the other partner at fair value and if such an offer is not accepted, forces the other partner in PIM to sell its interest in PIM to the offering PIM partner.

As the executive committee is jointly controlled by Ashford and PRISA III, we considered the guidance included in ASC 810-10-25-43 regarding related parties and de facto agents. Ashford and PRISA III are not related parties as defined in ASC 850-10-20 as Ashford and PRISA III are not under common control, neither party controls or has significant influence over the activities of the other and there is no common management or significant ownership.  Additionally, Ashford and PRISA III are not de facto agents with regard to the criteria included in ASC 810-10-25-43 a. through d.

Based on review of the PIM Agreement, including the provisions outlined above, and the applicable accounting guidance regarding consolidation, it is management’s position that Ashford does not have a controlling financial interest under the variable interest model.  Rather, the executive committee controls the activities that most significantly impact PIM’s performance and the executive committee is jointly controlled by Ashford and PRISA III, which are not related parties or de facto agents of one another.   Ashford does not have the authority to direct

Page 4 of 5

the activities that most significantly impact PIM’s performance.  Ashford, in its administrative capacity, merely acts as an agent of the executive committee, obligated to follow the direction of the executive committee.

Form 10-Q for the quarter ended June 30, 2013

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 34

4.

 Please tell us what consideration you gave to discussing the impact of the Ashford Hospitality Prime spinoff in the MD&A. Refer to Item 303(A)(3)(ii) of Regulation S-K and FR-72: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company included information in the footnotes to its financial statements discussing the spin-off and stating that a Form 10 had been filed with the SEC.  It also included various Ashford Prime financial information and metrics in its second quarter 2013 earnings release as well as hosting a conference call and providing slide presentations in an effort to be as transparent as possible to the effects of the spin-off to the Company.  As a result, management believed it had fully disclosed the trends and uncertainties surrounding the spin-off. We will include a section in the MD&A of our September 30, 2013 Form 10-Q that discusses the spin-off.

We acknowledge that:

•

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

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

We respectfully submit the foregoing for your consideration in response to your comment letter dated October 24, 2013. If you have any further questions concerning this filing, please contact me at (972) 778-9211.

Sincerely,

/S/ Mark L. Nunneley

Mark L. Nunneley

Chief Accounting Officer

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

Page 5 of 5

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		SEC Comment Letter 10.31.2013

October 31, 2013

SUBMITTED VIA EDGAR

Daniel L. Gordon

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549-1090

RE:   Ashford Hospitality Trust, Inc.

          Form 10K

          Filed March 1, 2013

          File No. 001-31775

          Form 10-Q

          Filed August 7, 2013

          File No. 01-31775

Dear Mr. Gordon:

Ashford Hospitality Trust, Inc. (the “Company” or “we”) has received the staff’s comment letter dated October 24, 2013 with respect to the reports referenced above. We respectfully submit the responses below to your comment letter. To facilitate your review, the comments of the staff have been set forth in italics and are followed by our responses.

Form 10-K for the year ended December 31, 2012

Non-GAAP Financial Measures, page 51

1.

 We note that you have excluded impairment charges from EBITDA, but your narrative on page 51 indicates that impairment charges should be a reconciling item to calculate Adjusted EBITDA. Please advise, and in your response, tell us what consideration you gave to Question 103.01 of the Compliance and Disclosure Interpretations: Non-GAAP Measures which can be found at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm. Please also revise your disclosure to explain the “various other items” that are excluded from Adjusted EBITDA, including a discussion of why their exclusion results in a measure that is useful to shareholders. Refer to Item10(e)(1)(i)(C).

We concur that impairment charges should not be excluded from EBITDA.  We will reflect impairment charges as a reconciling item to calculate Adjusted EBITDA in all future filings beginning with the September 30, 2013 Form 10-Q.  We previously excluded impairment charges from our EBITDA calculation as it was an exclusion permitted by our credit facility covenants.

We will revise our future disclosures to explain each of the items that we have excluded from Adjusted EBITDA for all periods presented.  Management believes it is important to shareholders to present supplemental information that allows them to compare our core operations from period to period in addition to net income and EBITDA.  When determining what items should be excluded from Adjusted EBITDA management considers whether the item is core to the Company’s continuing operations and if the charge is non-cash.

Consolidated Statements of Operations, page 57

2.

 To the extent that other income remains a material line item on the consolidated statements of operations, please revise to separately state material amounts included within other income on the face of the statement of operations or in a note thereto. Refer to Rule 5-03.7 of Regulation S-X.

We confirm that to the extent that other income remains a material line item on the consolidated statements of operations we will separately state the material amounts either on the face of the statement of operations or in a note thereto.

Note 5. Investment in Unconsolidated Joint Ventures, page 69

3.

 We note that you have a 71.74% interest in PIM Highland joint venture and that you have determined that the joint venture is a variable interest entity. It appears that you have determined that you are not the primary beneficiary because you do not have the power to direct the activities that most significantly impact the VIE’s economic performance. Please tell us which activities most significantly impact the VIE’s economic performance and tell us what happens if a vote on a significant matter is deadlocked. In addition please tell us if either party is required to consent to any significant activity of the entity or is there any contractual clauses that determine how to break a deadlock. For reference see ASC 810-10-25.

The following items were determined to be the key aspects that most significantly impact PIM Highland joint venture’s (“PIM”) economic performance:

•

 Adjustments to room rates in order to drive occupancy and revenue per available room (RevPAR) to achieve budgeted results

•

 Containment of costs to achieve the budgeted expense flows (i.e., proper operating margins)

•

 Decisions regarding the hotel brand

•

 Proper maintenance of the hotels as well as capital additions to maintain hotel competitiveness

•

 Management of G&A costs

•

 Selection/approval of the property manager

•

 Selection/approval of the Administrative Member (“AM”)

•

 Securing financing

•

 Approval to sell the hotel investments

The executive committee of PIM is comprised of four members, two appointed by Ashford and two appointed by Ashford’s joint venture partner PRISA III.  The executive committee manages the affairs of PIM.   Decisions of the executive committee are made only with the approval of a majority of the committee representatives.  However, certain contractual provisions do control specific circumstances, as described below.

The PIM limited liability company agreement (the “PIM Agreement”) requires the executive committee and the company’s advisor (Ashford) to submit the operating budget, G&A budget and capital expenditure budget, which would cover capital improvements above those required by third party agreements, to the executive committee for approval.  Once the budgets are approved, the property managers are required to implement these budgets.  If subsequent budgets cannot be approved, the properties are to operate on the most recently approved budget adjusted for items approved by the executive committee or permitted adjustments (mainly deletion of non-recurring expenses, expenditures required under the management agreements, increased insurance costs, taxes, utility costs, debt service payments and CPI increases in G&A).  If the operating budget or G&A

budget are not approved, no payments or reimbursements to the members or their affiliates will be made by the company (except management fees and certain reimbursements consistent with the prior year’s budgets) until the budgets are approved.  If the capital budget is not approved, only deposits into capital expenditure reserves and required expenditures; defined as,  (i) expenditures to comply with laws, ordinances, orders, rules, regulations, or requirements of a governmental agency, (ii) taxes or assessments or insurance premiums, (iii) emergency expenditures, and (iv) payments under any recourse provisions of any PIM related loans) can be made.  No capital expenditure can be made by PIM for a given year unless a capital expenditure budget has been approved unless the executive committee has specifically approved the capital expenditure or the capital expenditure is required by the applicable licensor.

Ashford and Remington Lodging & Hospitality LLC (“Remington”) must follow the budgets that are established by the EC and given the nature of the hotel industry and the restrictions placed on defaulting to the prior year budgets, could not operate the type of hotels owned by PIM for an extended period of time without receiving updated and approved budgets from the EC.  The hotel industry is a very dynamic industry.  Changes occur in the environment in which hotels operate on a daily basis, and owners of hotels have to quickly react to such changing environments (i.e., changes in competitors’ daily rates, specials, relationships with corporate clients, etc.) in order to maintain their share of the market.   The owners of the hotels respond to these matters by actively managing the activities that most significantly impact a hotel’s performance.

The PIM Agreement specifically addresses decisions related to the property management agreements.  PRISA III, after reasonable consultation with the executive committee, has sole authority to make elections, grant waivers of, exercise termination rights or otherwise enforce any provision of the property management agreements between Remington or its affiliates and the company or its subsidiaries.  If a property management agreement is terminated and the executive committee cannot agree on a replacement property manager within 15 days, then within five calendar days of the end of such 15 day period, the Ashford representatives are required to submit a list of four qualified property managers from which the PRISA III representatives must select a replacement property manager within five days of receiving the list. If the Ashford representatives fail to submit the list of qualified property managers, the PRISA III representatives are required to promptly select a replacement property manager.  If the Ashford representatives timely submit the list and the PRISA III representatives do not select a replacement property manager from the list, the Ashford representatives are required to promptly select a replacement property manager from the list.

The PIM Agreement also specifically addresses certain duties of Ashford, in its capacity as the administrative member.  The executive committee has delegated the responsibility and authority for the day to day administration of the business and affairs of PIM to Ashford, and in that capacity, Ashford is required to act in accordance with the decisions, policies and procedures established by the executive committee and the PIM Agreement.  The executive committee can revoke the authority of Ashford to serve as the administrative member at any time in its sole discretion, in which case PRISA III will become the administrative member.  PRISA III, acting alone, has the right to revoke the authority of Ashford to serve as the administrative member following any breach of a material obligation by Ashford that remains uncured for the specified cure period.

Also, following the second anniversary of the PIM Agreement, which occurred on March 10, 2013, if the executive committee is unable to agree on a decision for more than 30 days following delivery of a written notice from any executive committee representative stating that a deadlock exists, either member may deliver a buy/sell notice and initiate the buy/sell provisions of the agreement.  The buy/sell provision contains terms customary for real estate joint ventures and does not force one party to

act on any particular item.  It is a mechanism that allows one partner to offer to sell their interest in PIM to the other partner at fair value and if such an offer is not accepted, forces the other partner in PIM to sell its interest in PIM to the offering PIM partner.

As the executive committee is jointly controlled by Ashford and PRISA III, we considered the guidance included in ASC 810-10-25-43 regarding related parties and de facto agents. Ashford and PRISA III are not related parties as defined in ASC 850-10-20 as Ashford and PRISA III are not under common control, neither party controls or has significant influence over the activities of the other and there is no common management or significant ownership.  Additionally, Ashford and PRISA III are not de facto agents with regard to the criteria included in ASC 810-10-25-43 a. through d.

Based on review of the PIM Agreement, including the provisions outlined above, and the applicable accounting guidance regarding consolidation, it is management’s position that Ashford does not have a controlling financial interest under the variable interest model.  Rather, the executive committee controls the activities that most significantly impact PIM’s performance and the executive committee is jointly controlled by Ashford and PRISA III, which are not related parties or de facto agents of one another.   Ashford does not have the authority to direct the activities that most significantly impact PIM’s performance.  Ashford, in its administrative capacity, merely acts as an agent of the executive committee, obligated to follow the direction of the executive committee.

Form 10-Q for the quarter ended June 30, 2013

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 34

4.

 Please tell us what consideration you gave to discussing the impact of the Ashford Hospitality Prime spinoff in the MD&A. Refer to Item 303(A)(3)(ii) of Regulation S-K and FR-72: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company included information in the footnotes to its financial statements discussing the spin-off and stating that a Form 10 had been filed with the SEC.  It also included various Ashford Prime financial information and metrics in its second quarter 2013 earnings release as well as hosting a conference call and providing slide presentations in an effort to be as transparent as possible to the effects of the spin-off to the Company.  As a result, management believed it had fully disclosed the trends and uncertainties surrounding the spin-off. We will include a section in the MD&A of our September 30, 2013 Form 10-Q that discusses the spin-off.

We respectfully submit the foregoing for your consideration in response to your comment letter dated October 24, 2013. If you have any further questions concerning this filing, please contact me at (972) 778-9211.

Sincerely,

/S/ Mark L. Nunneley

Mark L. Nunneley

Chief Accounting Officer

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, TX 75254

October 31 , 2013

Via E-mail
Ms. Courtney Alexander
UNITE HERE
275 Seventh Ave.
New York NY 10001

Re: Ashford Hospitality Trust, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed October 22 , 2013  by UNITE HERE
File No.  001-31775

Dear Ms. Alexander :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please  tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Please provide the disc losure required by  Items 2,  6(a), (b) and (d), and 21(b) of
Schedule  14A, as well as Rule  14a-4(b)(1)  of Regulation 14A.

2. We understand that the company has established a r ecord date for the spin -off of
November 8, 2013 and a distribution date of November 19 , 2013 .   Please  advise, and
revise your discl osure as necessary to indicate, how these dates impact  your solicitation.

Fees to related parties and conflicts of interest

3. We note your disclosure that “ Many of these services must, as a result of the Exclusivity
Agreement,  be performed by related parties, giving rise to a scenario where the same
insiders control the advising company, the advised company, and the ‘third -party’

Ms. Courtney Alexander
UNITE HERE
October 31 , 2013
Page 2
 contractor selected by the advisor for the advised company. ”  Please revise this disclosure
to clar ify the parties you are referring to in each case.

4. We note your disclosure that “ The Change in Control Termination Fees may not apply if
certain key officers remain in place. ”  Please identify in your response the provisions of
the agreement to which this  disclosure relates.

No pathway to self -management of Prime, or internalization

5. Please provide us with support for the assertion that “Inland Western is not the only
externally -managed REIT to internalize its management at significant cost to
shareholders, nor the only one to be subject to a class -action lawsuit over internalization.”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  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 t he disclosures th ey have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securiti es laws of the United
States.

You may contact me at (202) 551 -3503 if you have any questions regarding our
comments .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

Ms. Courtney Alexander
UNITE HERE
October 31 , 2013
Page 3

cc: Via E-mail
Andrew Kahn , Esq.
Davis, Cowell & Bowe , LLP

October 2 4, 2013

Via E -mail
Mr. Monty J. Bennett
Chief Executive Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway
Suite 1100
Dallas, TX  75254

Re: Ashford Hospitality Trust, Inc.
 Form 10-K
Filed March 1, 2013
File No. 001 -31775

Form 10 -Q
Filed August 7, 2013
File No. 001 -31775

Dear Mr. Bennett :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the year ended December 31, 2012

Non-GAAP Financial Measures, page 51

1. We note that you have excluded impairment charges from EBITDA, but your narrative
on page 51 indicates that impair ment charges should be a reconciling item to calculate
Adjusted EBITDA.  Please advise, and in your response, tell us what consideration you
gave to Question 103.01 of the Compliance and Disclosure Interpretations: Non -GAAP
Measures which can be found at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .  Please also revise

Monty J. Bennett
Ashford Hospitality Trust, Inc.
October 2 4, 2013
Page 2

 your disclosure to explain the “various other items” that are excluded from Adjusted
EBITDA, including a discussion of why their exclusion results in a measure that is usef ul
to shareholders.  Refer to Item 10(e)(1)(i)(C).

Consolidated Statements of Operations, page 57

2. To the extent that other income remains a material line item on the consolidated
statements of operations, please revise to separately state material amount s included
within other income on the face of the statement of operations or in a note thereto.  Refer
to Rule 5 -03.7 of Regulation S -X.

Note 5. Investment in Unconsolidated Joint Ventures, page 69

3. We note that you have a 71.74% interest in PIM Highland joint venture and that you have
determined that the joint venture is a variable interest entity.  It appears that you have
determined that you are not the primary beneficiary because you do not have the power to
direct the activities that most significantl y impact the VIE’s economic performance.
Please tell us which activities most significantly impact the VIE’s economic performance
and tell us what happens if a vote on a significant matter is deadlocked.  In addition
please tell us if either party is requ ired to consent to any significant activity of the entity
or is there any contractual clauses that determine how to break a deadlock.  For reference
see ASC 810 -10-25.

Form 10 -Q for the quarter ended June 30, 2013

Item 2. Management’s Discussion and Anal ysis of Financial Condition and Results of
Operations, page 34

4. Please tell us what consideration you gave to discussing the impact of the Ashford
Hospitality Prime spinoff in the MD&A.  Refer to Item 303(A)(3)(ii) of Regulation S -K
and FR -72: Commission G uidance Regarding Management's Discussion and Analysis of
Financial Condition and Results of Operations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 di sclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Monty J. Bennett
Ashford Hospitality Trust, Inc.
October 2 4, 2013
Page 3

  staff comments or changes to di sclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fede ral securities laws of the United States.

You may contact Kristi Marrone  at (202) 551 -3429  or me at (202) 551 -3486  if you have
questions regarding comments on the financial statements and related matters

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

cc: David Brooks, General Counsel (via E -mail)

June 15, 2011

Via E-mail
Mr. David J. Kimichik Chief Financial Officer Ashford Hospitality Trust 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254
Re: Ashford Hospitality Trust
  Form 10-K for the year ended 12/31/2010
Filed on 3/4/2011 File No. 001-31775

Dear Mr. David J. Kimichik:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Daniel L. Gordon    Daniel L. Gordon
Branch Chief

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June 8, 2011

Wilson K. Lee

Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Ashford Hospitality Trust

Form 10-K for the year ended 12/31/2010 Filed on 3/4/2011

File No. 001-31775

Dear Mr. Lee:

     Ashford Hospitality Trust, Inc. (the “Company” or “we”) has received the staff’s comment
letter dated June 3, 2011 with respect to the report referenced above. We respectively submit the
responses below to your comment letter. To facilitate your review, the comments of the staff have
been set forth in italics and are followed by our responses.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

Item 2. Properties, page 31

    1.

    In future periodic filings please include in your hotel portfolio information details
regarding the hotel property type(s), such as, full service, limited service or extended stay.

     We confirm that in future periodic filings we will include our hotel portfolio information
that provides details regarding the hotel property types.

Liquidity and Capital Resources, page 40

    2.

    In future periodic filings, with respect to your ATM program and to the extent shares are
sold in the reporting period, please disclose the amount of shares sold, average price and/or
gross proceeds, net proceeds or offering expenses/commissions, the use of proceeds for sales,
and amount remaining in the program in such reporting period.

     As of June 8, 2011, no shares have been sold under the ATM program. We confirm that in the
future if any shares are sold pursuant to the ATM program, we will include the disclosures noted in
your comment in our periodic filings.

Mr. Wilson K. Lee

June 8, 2011

Page 2

Financial Statements and Notes

Consolidated Statements of Operations, page 60

    3.

    We note that you have included dividends declared per common share on the face of your
Consolidated Statements of Income versus in the notes to your financial statements. Tell us
how your disclosure complies with the guidance in paragraph 260-10-45-5 of the FASB Accounting
Standards Codification.

     The guidance provided by Accounting Standards Codification paragraph 260-10-45-5 does not
require the disclosure of dividends per share on the face of the income statement. However, we
believe that disclosing dividends per share on the face of the income statement is pertinent and
informative to investors although the same disclosure has been included in Item 6 pursuant to
Regulation S-K, Item 301. In future filings, we will delete the disclosure of dividends per share
on the face of our Consolidated Statements of Operations.

     The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of disclosures in the
filings;

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

    •

    the Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

     We respectfully submit the foregoing for your consideration in response to your comment letter
dated June 3, 2011. If you have any further questions concerning this filing, please contact me at
(972) 778-9202.

    Sincerely,

/S/ DAVID J. KIMICHIK

David J. Kimichik

Chief Financial Officer

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

June 3, 2011

 Mr. David J. Kimichik
Chief Financial Officer
Ashford Hospitality Trust 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254
Re: Ashford Hospitality Trust
  Form 10-K for the year ended 12/31/2010
Filed on 3/4/2011 File No. 001-31775

Dear Mr. David J. Kimichik:
We have reviewed your filings and have the following comments. In some of our
comments we may ask you to provide us with information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your
response.

 After reviewing the information you provide  in response to these comments, we may
have additional comments.  FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

 Item 2. Properties, page 31

1. In future periodic filings please include in  your hotel portfolio information details
regarding the hotel property t ype(s), such as, full service, limited service or extended
stay.
Liquidity and Capital Resources, page 40

2. In future periodic filings, with respect to your ATM program and to the extent shares
are sold in the reporting period, please disc lose the amount of sh ares sold, average
price and/or gross proceeds , net proceeds or offering expenses/commissions, the use
of proceeds for sales, and amount remaining in the program in such reporting period.

David J. Kimichik
Ashford Hospitality Trust June 3, 2011 Page 2  Financial Statements and Notes

 Consolidated Statements of Operations, page 60

3. We note that you have included dividends declared per common share on the face of
your Consolidated Statements of Income versus in the notes to your financial statements. Tell us how your disclosure co mplies with the guidance in paragraph 260-
10-45-5 of the FASB Accounti ng Standards Codification.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require. Since the company and
its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
  You may contact Wilson K. Lee at (2 02) 551 – 3468 or me at (202) 551 – 3486 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Folake Ayoola at (202) 551 - 3673 or Tom Kluck at (202) 551 – 3233 with any other
questions.
Sincerely,
      Daniel L. Gordon   Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3010
November 20, 2009
 Mr. David A. Brooks Ashford Hospitality Trust, Inc. 14185 Dallas Parkway Suite 1100 Dallas, TX 75254
Re: Ashford Hospitality Trust, Inc.
  Registration Statement on Form S-3
Filed October 30, 2009
  File No. 333-162750

Dear Mr. Brooks:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view 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 are reviewing your Form 10-K for the fiscal year ended December 31, 2008,
and have issued comments in relation to that review. In conjunction with that review, we will also be reviewing your re gistration statement, which incorporates
your 10-K by reference. Please note that al l comments must be cleared prior to
this filing going effective.
2. Please ensure that you update the secti on “Incorporation by Re ference” on page
62.  Please refer to Securities Act Forms Compliance and Disclosure Interpretation 123.05.

Mr. David A. Brooks
Ashford Hospitality Trust, Inc. November 20, 2009 Page 2  Exhibits

3. We note that exhibit 25.1 indi cates that the Form  T-1 Statement of Eligibility of
the Trustee will be filed as an exhibit to a current report of the registrant on Form
8-K.  Please be aware that companies re lying upon Section 305 (b)(2) of the Trust
Indenture Act to designate th e trustee on a delayed basis must separately file the
Form T-1 under the electronic form type “305B2.”  In this situation, companies
should not file the Form T-1 in a post- effective amendment to the registration
statement or in a Form 8-K that is incor porated by reference into the registration
statement.  Please refer to Secti on 220.01 under 1939 Act – General Guidance,
which can be located at http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm
 and revise your
exhibit index accordingly.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r 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 amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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 even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. David A. Brooks
Ashford Hospitality Trust, Inc. November 20, 2009 Page 3    In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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 a dvance of the requested effective date.
 Please contact Stacie Gorman at ( 202)551-3585 or me at (202)551-3655 with any
other questions.

     S i n c e r e l y ,

       Sonia Gupta Barros      S p e c i a l  C o u n s e l
  cc: Muriel C. McFarling, Esquire ( via facsimile )

Mail Stop 3010         January 5, 2010  VIA FAX (972) 490- 9605 AND USMAIL
 Mr. David J. Kimichik Chief Financial Officer Ashford Hospitality Trust 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254

   Re: Ashford Hospitality Trust
Form 10-K for the year ended December 31, 2008 filed February 27, 2009 Form 10-K/A for the year ended December 31, 2008 filed May 5, 2009 Form 10-Q for the three months ended March 31, 2009  Form 10-Q for the three and six months ended June 30, 2009 Form 10-Q for the three and nine  months ended September 30, 2009
Definitive Proxy Statement filed April 17, 2009 File No. 001-31775

Dear Mr. David J. Kimichik:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,
Cicely LaMothe
Branch Chief

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December 17, 2009

Submitted Via EDGAR and Federal Express

Cicely LaMothe

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549-1090

    Re:

    Ashford Hospitality Trust

    Form 10-K for the year ended December 31, 2008 filed February 27, 2009

    Form 10-K/A for the year ended December 31, 2008 filed May 5, 2009

    Form 10-Q for the three months ended March 31, 2009

    Form 10-Q for the three and six months ended June 30, 2009

    Form 10-Q for the three and nine months ended September 30, 2009

    Definitive Proxy Statement filed April 17, 2009

    File No. 001-31775

Dear Ms. LaMothe:

     Ashford Hospitality Trust, Inc. (the “Company”) has received the staff’s comment letter dated
December 7, 2009 with respect to the reports referenced above. On behalf of the Company, we
respectfully submit the responses below to your comment letter. To facilitate your review, the
comments of the staff have been set forth in italics and are followed by our response.

Definitive Proxy Statement Filed April 17, 2009

    1.

    We note your response to comment 7 of our letter dated September 29, 2009. In response to
our comment, you state that total compensation for all executive officers fell below the
targeted level. In future filings, please disclose, for each executive officer, whether their
respective total compensation falls within the targeted parameters, and to the extent an
officer receives compensation above or below the targeted parameter, please include an
explanation of the reasons for this.

     The Company understands that you are asking for an individual analysis by executive as to
where the executive’s total compensation falls within the targeted parameters and the reasons for
any compensation outside of the targeted parameters, whether above or below. In the definitive
proxy statement filed April 17, 2009, under the heading Benchmarking,” the Company stated that “ . . . the compensation committee targets total compensation opportunity in the top

Ms. Cicely LaMothe

December 17, 2009

Page 2

quartile for the public hotel REITs listed above.” We respectfully point out that the
Company’s targeted parameters related to total compensation opportunity rather than actual total
compensation. Total compensation opportunity was measured as the base salary plus the high end of
the bonus range plus the value of recent incentive stock awards (other than special awards) at
grant date to the applicable executive. We acknowledge that the distinction between total
compensation opportunity and total compensation is subtle, and in an attempt to answer your
original inquiry in comment 7 of the SEC letter, dated September 29, 2009, the Company provided
this additional disclosure: “In 2008, actual total compensation for the named executive officers
(including incentives paid in 2009 corresponding to 2008 performance) fell below the targeted level
of the top quartile of the core peer group for the reasons explained in the proxy.” In response to
the SEC’s comment above, we note further that this additional disclosure left unclear whether the
actual total compensation for the named executive officers fell below the targeted level for the
officers as a group or on an individual basis. To clarify, in 2008, actual total compensation for
each of the named executive officers fell below the targeted level of the top quartile of the core
peer group for the reasons explained in the proxy.

     After further phone conversations with the SEC staff, I understand that you would also like to
see the language that would have been included in the 2009 proxy to satisfy the additional level of
disclosure that you have requested. Accordingly, the Company would have made the following
additional disclosure with respect to 2008 compensation in lieu of the last paragraph of the
section entitled “Benchmarking” in the Compensation, Discussion & Analysis portion of the proxy:

Based on our review of the information available related to the compensation levels
for executives in the public and private markets and in recognition of the
exponential growth in assets achieved by the management team prior to the current
economic downturn, the compensation committee targeted total compensation
opportunity in the top quartile for the public hotel REITs listed above. We
consider total compensation opportunity as each executive’s base salary plus the
high end of such executive’s bonus range plus the value of such executive’s recent
incentive stock awards (other than special awards) at grant date. Actual total
compensation for 2008 for each executive includes the aggregate of such executive’s
base salary, annual bonus (corresponding to 2008 performance) and the grant date
value of 2009 incentive stock grants (corresponding to 2008 performance). Comparing
these two numbers for each executive, the actual total compensation for 2008 for
each of the named executive officers fell below the targeted compensation
opportunity (the top quartile of the core peer group) for two main reasons. First,
the annual bonuses paid to the named executive officers were generally 50% of the
high end of the targeted bonus range (the compensation opportunity), as discussed
more fully below under the heading “Elements of Compensation — Annual Bonuses.”
Second, the compensation committee determined that the number of stock awards
granted to each of the named executive officers in April 2009 based upon its review
of 2008 performance would be limited to be generally consistent with the pool of shares awarded to named executive officers in prior years, despite declines in the

Ms. Cicely LaMothe

December 17, 2009

Page 3

company’s stock price. As a result, the value of stock awards granted was
considerably diminished, contributing to a decrease in actual total compensation
below the targeted opportunity for each of the named executive officers, as
discussed more fully below under the heading “Elements of Compensation — Equity
Awards.”

While actual total compensation may, at the discretion of the compensation
committee, fall below or rise above the targeted opportunity level based on
individual performance, the main reasons actual total compensation fell below the
targeted compensation opportunity in 2008 were more a function of company-wide
performance, with particular emphasis on the decline in stock price, rather than any
specific material emphasis on individual performance. Relatively smaller
adjustments were made to individual named executive officers’ compensation packages
as discussed in more detail under “Elements of Compensation” below.

     In all applicable future filings, to the extent the compensation committee continues to target
specified parameters with respect to peer companies for total compensation opportunity or
otherwise, the Company will provide disclosure similar to that described above.

Form 10-Q for the Nine Months Ended September 30, 2009

Financial Statements and Notes

Notes Receivable, page 23

    2.

    In your response to comments 4 and 13, you state that your loans have unique characteristics
and therefore there is no reasonable basis to evaluate the loans as a group. While we
understand these loan characteristics may be a factor in assessing a loss based on the
accounting literature covering losses from uncollectible receivables, we are unclear how you
have addressed whether there is a loss in value in light of the current economic environment.
Reference is made to FASB ASC 310-10-35-9 through 310-10-35-11.

     The Company analyzes each of its mezzanine loans individually for possible impairment at each
reporting period in accordance with authoritative accounting guidance. FASB ASC 310-10-35-9
through 310-10-35-11 require that if, based on current information and events, it is probable that
the entity will be unable to collect all amounts due according to the contractual terms of the
receivable, losses from uncollectible receivables shall be accrued. FASB ASC 450-20-25 requires
that the estimated loss be accrued if (i) information available before the financial statements are
issued or are available to be issued indicates that it is probable that an asset had been impaired
at the date of the financial statements and (ii) the amount of loss can be reasonably estimated.
For the Form 10-Q reporting period ended September 30, 2009, the Company evaluated possible loan
impairments taking into consideration the economic conditions and events through the date of filing
the Form 10-Q on November 6, 2009.

Ms. Cicely LaMothe

December 17, 2009

Page 4

     The Company does not believe that on November 6, 2009, the current economic environment had
resulted in probable losses on the three unimpaired mezzanine loans that remained in the Company’s
loan portfolio as of September 30, 2009 based on the following facts:

     (i) Two of the three loans were, and remain, current with respect to all payment obligations.

     (ii) For the one loan that is not current with respect to its payment obligations, the Company
has personal guaranties from the principals of the borrower. In addition, at September 30, 2009,
the borrower had reached a tentative agreement for the restructuring of the senior loan and the
mezzanine loan held by the Company. The restructuring agreement involved the investment of new
capital by a new investor into the borrower sufficient to bring all loan payments current, as
disclosed in Note 5 on page 15 of the Company’s 2009 third quarter Form 10-Q, and the restructuring
agreement specifically did not contemplate any reduction in the principal amount of the loan held
by the Company.

     (iii) The original note payable on one of the current loans was defeased in 2007 and the
mezzanine loan is currently collateralized by U.S. Treasury Notes and high quality mortgage-backed
securities issued by government-sponsored enterprises whose fair value exceeds the note receivable
balance.

     (iv) The Company believes the operating cash flows generated from the hotel properties
underlying the other current loan provide adequate cash flow to continue to service its debt
obligations. The trailing twelve-month debt service coverage ratio (calculated as cash flow from
operations to combined interest and principal payments due on all outstanding debt) was 3.30x as of
September 30, 2009. In addition, the sponsor has approximately $140 million of equity invested in
the hotel properties, and there is an extension option available on the loan, which could be
utilized to extend the loan to a period in which hotel fundamentals and the capital markets are
likely to have improved significantly. The Company believes that the underlying hotel properties
will likely generate sufficient cash flows to repay the full amount of the outstanding principal
balance at the loan’s extended maturity.

     Based on the facts described above, the Company believes there was a reasonable basis to
conclude as of September 30, 2009, it was not probable that the Company would be unable to collect
all amounts due according to the contractual terms of the receivables.

     The Company has authorized the undersigned to acknowledge, on behalf of the Company, that, in
connection with this response:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the
filings;

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

Ms. Cicely LaMothe

December 17, 2009

Page 5

    •

    the Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

     We respectfully submit the foregoing for your consideration in response to your comment letter
dated September 29, 2009. If you have any further questions concerning this filing, please contact
me at (214) 659-4461.

Sincerely,

/s/ Muriel C. McFarling

Muriel C. McFarling

    cc:

    Monty Bennett

    David Brooks

    David Kimichik

    Mark Nunneley

Mail Stop 3010         December 7, 2009  VIA FAX (972) 490- 9605 AND USMAIL
 Mr. David J. Kimichik Chief Financial Officer Ashford Hospitality Trust 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254

   Re: Ashford Hospitality Trust
Form 10-K for the year ended December 31, 2008 filed February 27, 2009 Form 10-K/A for the year ended December 31, 2008 filed May 5, 2009 Form 10-Q for the three months ended March 31, 2009  Form 10-Q for the three and six months ended June 30, 2009 Form 10-Q for the three and nine  months ended September 30, 2009
Definitive Proxy Statement filed April 17, 2009 File No. 001-31775

Dear Mr. David J. Kimichik:

We have reviewed your response lette r dated October 14, 2009 and have the
following additional comments.  Where i ndicated, we think you should revise your
documents in response to these comments.   If you disagree, we will consider your
explanation as to why our comments are inapplicable or a revision is unnecessary.  Provide to us the information requested if indi cated and please be as detailed as necessary
in your explanation.
U

DEFINITIVE PROXY STATME NENT FILED APRIL 17, 2009
1. We note your response to comment 7 of our letter dated September 29, 2009.  In
response to our comment, you state that  total compensation for all executive
officers fell below the targeted level.  In future filings, please disclose, for each
executive officer, whether their respectiv e total compensation falls within the
targeted parameters, and to the extent an officer receives compensation above or below the targeted parameter, please incl ude an explanation of the reasons for
this.

David J. Kimichik
Ashford Hospitality Trust December 7, 2009 Page 2  FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

 Financial Statements and Notes

 Notes Receivable, page 23

 2. In your response to comments 4 and 13, you state that your loans have unique
characteristics and therefore there is no r easonable basis to evaluate the loans as a
group. While we understand these loan ch aracteristics may be a factor in
assessing a loss based on the accounti ng literature covering losses from
uncollectible receivables, we are unclear how you have addressed whether there is
a loss in value in light of the current economic environment. Reference is made to FASB ASC 310-10-35-9 through 310-10-35-11.

***
 As appropriate, please respond to these comm ents within 10 business days or tell
us when you will provide us with a respons e.  Please understand that we may have
additional comments after reviewin g your responses to our comments.

You may contact Jaime John at (202) 551-3446 or me at (202) 551-3413 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Stacy Gorman at ( 202) 551-3585 with any other questions.

        S i n c e r e l y ,
Cicely LaMothe
Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

October 14, 2009

Submitted Via EDGAR and Federal Express

Cicely LaMothe

Accounting Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549-1090

    Re:

    Ashford Hospitality Trust

Form 10-K for the year ended December 31, 2008 filed February 27, 2009

Form 10-K/A for the year ended December 31, 2008 filed May 5, 2009

Form 10-Q for the three months ended March 31, 2009

Form 10-Q for the three and six months ended June 30, 2009

Definitive Proxy Statement filed April 17, 2009

File No. 001-31775

Dear Ms. LaMothe:

     Ashford Hospitality Trust, Inc. (the “Company”) has received the staff’s comment letter dated
September 29, 2009 with respect to the reports referenced above. On behalf of the Company, we
respectfully submit the responses below to your comment letter. To facilitate your review, the
comments of the staff have been set forth in italics and are followed by our response.

Form 10-K for the year ended December 31, 2008

Interest Rate Derivative Transactions, page 4

    1.

    In future filings, please explain the term “flooridor.” Please tell us how you intend to
comply.

     For informational purposes, a “flooridor” is the term for an interest rate derivative which is
a combination of two interest rate floors, effective for a specified term. A flooridor is
structured such that the purchaser simultaneously buys an interest rate floor at strike X and sells
an interest rate floor at a lower strike — strike Y. The purchaser of the flooridor is paid when
the underlying index (for example LIBOR) resets below strike X during the term of the flooridor.
Unlike a standard floor, the flooridor limits the benefit the purchaser can receive as the index

Ms. Cicely LaMothe

October 14, 2009

Page 2

falls. Once the underlying index falls below strike Y, the sold floor offsets the purchased
floor. There is no liability to the Company other than the purchase price associated with the
flooridor. In future annual and quarterly filings in which such disclosure is applicable, the Company will provide this explanation for the term flooridor
along with specifics on the interest rate floors associated with any flooridors then held by the
Company.

Access to Reports and Other Information, page 11

    2.

    In future filings, please revise the address for the Securities and Exchange Commission to
100 F Street, N.E. Washington, DC 20549-1090.

     In future filings, the Company will use the correct address for the Securities and Exchange
Commission.

Financial Statements and Notes

Note 4 — Investment in Hotel Properties, page 63

    3.

    Please tell us how you accounted for the asset swap with Hilton Hotels Corporation in
December 2007 and disclose to us the value ascribed to the assets exchanged.

     The asset swap with Hilton Hotels Corporation was accounted for as disclosed in Note 21, on
page 122 of the Company’s Form 10-K for the year ended December 31, 2007, filed February 29, 2008.
Such note also discloses the values ascribed to the assets involved in the exchange. For your
reference, the relevant portion of the note is attached hereto as Appendix A.

Note 5 — Receivable, page 65

    4.

    We note that as of December 31, 2008, there were no loans for which you recorded a provision
for possible loan losses. Please tell us how loans that are determined not to be individually
impaired under SFAS 114 are considered in the assessment of an allowance under SFAS 5, SAB 6L
and EITF Topic D-80, Question 10. In that regard, explain how you considered the referenced
guidance in determining that no allowance is required for probable credit losses inherent in
the remaining portion of your loan portfolio that was not identified as individually impaired.

     In evaluating possible loan impairment at December 31, 2008, the Company analyzed its notes
receivable individually and collectively under guidance provided by SFAS 114, Accounting by
Creditors for Impairment of a Loan—an amendment of FASB Statements No. 5 and 15; SFAS 5,
Accounting for Contingencies; SAB 6L, Financial Reporting Release 28—Accounting for Loan Losses by
Registrants Engaged in Lending Activities; and EITF Topic D-80, Application of FASB Statements No.
5 and No. 114 to a Loan Portfolio, Question 10. Based on this analysis, the Company concluded that
no loans were individually impaired. The Company then further analyzed the specific
characteristics of the loans, based on the guidance in EITF Topic D-80, Question 10, to determine
if there would be probable losses in a group of loans with such characteristics.

Ms. Cicely LaMothe

October 14, 2009

Page 3

     The loans in the Company’s portfolio are collateralized by hotel properties. Some loans are
collateralized by single hotel properties and others by hotel portfolios. The hotel properties are
in different geographic locations, have different ages and a few of the properties have recently
completed significant renovations which have a significant impact on the value of the underlying
collateral. The hotel properties include independent and nationally recognized brands in all
segments and classes including luxury, economy, extended-stay, full service, and select service.
In addition, the Company’s loan assets vary by position in the related borrower’s capital
structure, ranging from junior mortgage participations to mezzanine loans. The terms of the
Company’s notes or participations were structured based on the different features of the related
collateral and the priority in the borrower’s capital structure.

     EITF Topic D-80 Question 10 requires that an individual loan not impaired under SFAS 114 be
included in the assessment of the loss in a group of loans only if specific characteristics of the
loan indicate that it is probable that there would be an incurred loss in a group of loans with
similar characteristics. As loans in the Company’s portfolio have significantly different risk
factors and characteristics, such as different maturity terms, different types and classes of
collateral, different interest rate structures, and different priority status, the Company
concluded that the characteristics of the loans within its portfolio were not sufficiently similar
as to allow an evaluation of these loans as a group for possible impairment within the guidance of
EITF Topic D-80 Question 10. Given the general economic decline as well as the more precipitous
decline in the hotel industry, the Company’s executive officers reassessed the assumptions used and
conclusions reached in these analyses and concluded that they were appropriate. As a result, no
loss was recorded for the year ended December 31, 2008.

Item 9A. Controls and Procedures, page 87

    5.

    We note that you filed a 10-K amendment on May 5, 2009, because you did not include
disclosure required by Item 5 of Form 10-K and Item 201(d) of Regulation S-K. We note your
conclusion that your disclosure controls and procedures are effective. Please advise us how
you have reached this conclusion in light of your omission of this disclosure. Please tell us
what consideration you have given to management’s current assessment of the effectiveness of
your disclosure controls and procedures at December 31, 2008, in light of the omission.
Please also tell us what actions the company or management has taken to resolve the problem.

     The applicable substantive information required to be disclosed by Item 201(d) of Regulation
S-K was included in Note 16 on page 77 of the Company’s Form 10-K for the year ended December 31,
2008. However, because the information was not presented in the requisite tabular format under the
heading “Item 5” in the Form 10-K, the Company chose to amend the Form 10-K to correct those
deficiencies. We believe that, as amended, the Item 201(d) disclosure now fully complies with the
requisite format and is now in the location that shareholders are most likely to look for such
information. While the Company acknowledges that the omission of the tabular format and the
location of the information could be deemed inadequate, such deficiencies do not constitute
significant deficiencies or material weaknesses in the design or operation of internal controls,
especially in light of the fact that the substantive

Ms. Cicely LaMothe

October 14, 2009

Page 4

information was disclosed elsewhere in the Form 10-K. Therefore, management’s assessment of
the effectiveness of the disclosure controls and procedures has not changed. However, to avoid
similar situations in future filings, management has instituted an additional level of legal review
of all future Exchange Act filings.

Exhibits

    6.

    We note that you have incorporated by reference the forms of various agreements rather than
executed agreements. Please tell us why you have not filed executed copies of the agreements.
Please see Item 601(a)(4) and Instruction 1 to Item 601 of Regulation S-K.

     We note Item 601(a)(4) requiring that all material contracts must be filed as an exhibit to
Form 10-Q or Form 10-K as applicable, and we further note that, pursuant to Instruction 1, the
Company would be permitted to file forms of contracts or other documents when the terms are
substantially identical in all material respects with a filed document, provided the Company also
files a schedule identifying the omitted documents and the details in which such documents differ
from the filed document. The Company respectfully submits that the forms of agreements filed in
lieu of executed agreements were, in each instance, identical in all respects to the final executed
documents. Thus, no information — material or otherwise — was omitted from the filings other than
conformed signatures. The Company is in the process of preparing its Form 10-Q for the quarter
ended September 30, 2009 and will include as exhibits, all material contracts that were previously
filed as forms and will, in all future filings, file executed agreements rather than forms of such
agreements or otherwise fully comply with Item 601(a)(4) by filing the requisite schedule of
differences. The additional level of legal review implemented by management as described in
response to Item 5 above with respect to all future Exchange Act filings should alleviate similar
occurrences in the future.

Definitive Proxy Statement Filed April 17, 2009

Compensation Discussion and Analysis, page 14

Benchmarking, page 16

    7.

    We note your disclosure that you look at five supplemental peer companies in addition to the
six core peer companies you have identified. Please note that you are required to identify
all of the companies that compromise the benchmark group. See Item 402(b)(2)(xiv) of
Regulation S-K. This disclosure should also include a discussion of where actual payments to
your named executive officers fall within targeted parameters with respect to base salary and
performance incentives. To the extent actual compensation was outside a targeted percentile
range, include an explanation of the reasons for this.

     The five supplemental peer companies referenced in the proxy statement include Eagle
Hospitality Properties Trust Inc., Equity Inns Inc., Highland Hospitality Corp, Hospitality
Properties Trust and Winston Hotels Inc. As noted in the disclosure regarding supplemental peer

Ms. Cicely LaMothe

October 14, 2009

Page 5

companies, the compensation committee has “in the past” reviewed compensation data for these
companies for benchmarking purposes. However, four of the five supplemental peer companies have
gone private since 2006, and, as a result, the compensation information for these companies is no
longer readily available. As noted in the proxy disclosure, the Company engaged Pearl Meyer &
Partners, or PM&P, to assist the Company in obtaining additional resources for private market
compensation data. PM&P discussed private company compensation data obtained from its proprietary
and confidential database with the compensation committee. However, this data was used for
reference only, and the compensation committee did not materially rely upon that information in
making any compensation decisions. To the extent that any supplemental peer companies are used in
a material manner for benchmarking in future years, the Company will disclose all relevant
information about such companies.

     As noted in the proxy disclosure, the compensation committee targets total compensation in the
top quartile for the public hotel REITs included in the core peer companies. The compensation
committee does not target base salary and performance incentives on a separate basis. The proxy
also included disclosure that actual total compensation may fall below or rise above the targeted
level based on individual performance.

     In 2008, actual total compensation for the named executive officers (including incentives paid
in 2009 corresponding to 2008 performance) fell below the targeted level of the top quartile of the
core peer group for the reasons explained in the proxy. In all future filings, the Company will
disclose where compensation payments to the named executive officers fall within targeted
parameters and include an explanation for any compensation outside the targeted percentile range.

Elements of Compensation, page 18

    8.

    Please explain what you mean by the phrase “rationally expand” in reference to your
portfolio. Please tell us how you intend to comply and include this disclosure in future
filings.

     The reference to “rationally expand” is used in the context of the performance goals and
objectives for executives to receive compensation under the Company’s annual incentive plan. One
of the identified goals focuses on Company growth, including “rationally expand[ing] the portfolio
of hotel, mezzanine loan and other lodging-related investments in concert with the short- and
long-term predictions of hospitality industry performance . . . .” In this context, the term
“rationally expand” means to expand the Company’s investment portfolio in a reasonable and sound
business manner, giving effect to the current market conditions and economic outlook. Whether or
not this goal has been achieved will be based on a subjective, retrospective determination by the
compensation committee, giving the compensation committee latitude. Achievement of certain of the
specifically listed “other key business objectives” could be evidence that the goal to “rationally
expand” the portfolio has been achieved. To the extent that the rational expansion of the
Company’s portfolio remains a company objective in future years, the Company will include
appropriate disclosure in future filings.

Ms. Cicely LaMothe

October 14, 2009

Page 6

    9.

    Please describe the circumstances under which the long-term incentive units will achieve and
will not achieve full parity with the common units. Please tell us how you intend to comply
and provide this disclosure in future filings.

     Generally stated, subject to satisfaction of the vesting requirements, which are based on
continued employment, the long-term incentive partnership units, or LTIP units, will achieve parity
with the common units upon the sale or deemed sale of all or substantially all of the assets of the
partnership at a time when the Company’s stock is trading at some level in excess of $6.26 per
share.

     To further explain the ability of the LTIP units to achieve parity with the common units, it
is necessary to review the mechanics of the limited partners’ capital accounts. At the time the
LTIP units were awarded, the named executive officers made a $0.05 capital contribution per LTIP
unit to the Company’s operating partnership, which amount represented the initial capital account
balance of such partners with respect to each of their LTIP units. The partnership agreement
provides that net capital gains realized in connection with the ac

Mail Stop 3010         September 29, 2009  VIA FAX (972) 490- 9605 AND USMAIL
 Mr. David J. Kimichik Chief Financial Officer Ashford Hospitality Trust 14185 Dallas Parkway, Suite 1100 Dallas, Texas 75254

   Re: Ashford Hospitality Trust
Form 10-K for the year ended December 31, 2008 filed February 27, 2009 Form 10-K/A for the year ended December 31, 2008 filed May 5, 2009 Form 10-Q for the three months ended March 31, 2009  Form 10-Q for the three and six months ended June 30, 2009 Definitive Proxy Statement filed April 17, 2009 File No. 001-31775

Dear Mr. David J. Kimichik:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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.

U

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008
 Interest Rate Derivative  Transactions, page 4

 1. In future filings, please explain the term  “flooridor.”  Please tell us how you
intend to comply.

David J. Kimichik
Ashford Hospitality Trust September 29, 2009 Page 2  Access to Reports and Other Information, page 11

 2. In future filings, please revise the ad dress for the Securities and Exchange
Commission to 100 F Street, N.E. Washington, DC 20549-1090.
 Financial Statements and Notes

 Note 4 – Investment in Hotel Properties, page 63

 3. Please tell us how you accounted for the asset swap with Hilton Hotels
Corporation in December 2007 and disclose to  us the value ascribed to the assets
exchanged.
 Note 5 – Notes Receivable, page 65

 4. We note that as of December 31, 2008, there were no loans for which you
recorded a provision for possible loan losse s.  Please tell us how loans that are
determined not to be individually impair ed under SFAS 114 are considered in the
assessment of an allowance under SFAS 5, SAB 6L and EITF Topic D-80, Question 10.   In that regard, explain how  you considered the referenced guidance
in determining that no allowance is require d for probable credit losses inherent in
the remaining portion of your loan portfolio  that was not identif ied as individually
impaired.
 Item 9A. Controls and Procedures, page 87

 5. We note that you filed a 10-K amendment on May 5, 2009, because you did not
include disclosure required by Item 5 of Form 10-K and Item 201(d) of
Regulation S-K.  We note your conclusi on that your disclo sure controls and
procedures are effective.  Please advise  us how you have reached this conclusion
in light of your omission of this disclosu re.  Please tell us what consideration you
have given to management’s current a ssessment of the effectiveness of your
disclosure controls and procedures at December 31, 2008, in light of the omission.
Please also tell us what actions the comp any or management has taken to resolve
the problem.
 Exhibits

 6. We note that you have incorporated by re ference the forms of various agreements
rather than executed agreements.  Pleas e tell us why you have not filed executed
copies of these agreements.  Please see Item 601(a)(4) and Instruction 1 to Item
601 of Regulation S-K.

David J. Kimichik
Ashford Hospitality Trust September 29, 2009 Page 3  DEFINITIVE PROXY STATME NENT FILED APRIL 17, 2009

 Compensation Discussion & Analysis, page 14

 Benchmarking, page 16

 7. We note your disclosure that you look at five supplemental peer companies in
addition to the six core peer companies you have identified. Please note that you
are required to identify all of the companies that comprise the benchmark group.
See Item 402(b)(2)(xiv) of Re gulation S-K.  This disclo sure should also include a
discussion of where actual payments to your  named executive officers fall within
targeted parameters with respect to base  salary and performance incentives.  To
the extent actual compensation was outside a targeted percentile range, include an
explanation of the reasons for this.
 Elements of Compensation, page 18

 8. Please explain what you mean by the phrase “rationally expand” in reference to
your portfolio.  Please tell us how you intend to comply and include this
disclosure in future filings.

9. Please describe the circumstances under wh ich the long-term incentive units will
achieve and will not achieve full parity w ith the common units.  Please tell us how
you intend to comply and provide this  disclosure in future filings.
 Grant of Plan-Based Awards, page 26

 10. We note your disclosure that the employm ent agreements provide for liability
insurance coverage, medical and other group welfare plan coverage and fringe
benefits.  We also note that you have not provided disclosure in the Summary
Compensation Table under the column “A ll Other Compensation” for most of
your named executive officers.  Please advi se or revise future filings to provide
the disclosure required by Item 402(c)(ix) of Regulation S-K.  Please tell us how
you intend to comply.
 FORM 10-Q FOR THE SIX M ONTHS ENDED JUNE 30, 2009

 Financial Statements and Notes

 Consolidated Statements of Operations, page 4

 11. We note that Net Income reported on your Statements of Operations does not
include Loss from continuing operati ons attributable to redeemable
noncontrolling interests in operating pa rtnership.  Please tell us how you

David J. Kimichik
Ashford Hospitality Trust September 29, 2009 Page 4
considered paragraph 29 of SFAS 160.  Sim ilarly advise us of whether there is
comprehensive income attributable to redeemable non-controlling interests in
operating partnership.  Finally describe how  you comply with the requirements of
paragraph 38(c) of SFAS 160 with resp ect to your redeemable noncontrolling
interests in operating partnership.
 Note 8 – Impairment Charges

 Investment in Hotel Properties, page 21

 12. We note that operating cash flows from the Hyatt Regency Dearborn hotel were
not anticipated to cover the related costs of the property and as such you recorded
an impairment on the property.  Tell us and disclose in th e MD&A of future
filings how you evaluated the other propert ies securing mortgage loans to ensure
that impairment was not required.  Pleas e also address how the decline in total
revenue impacts your ability to generate  sufficient operating cash flows and how
that was considered in your impairment  analysis of your remaining properties.
 Notes Receivable, pages 21-22

 13. It appears that you evaluated your note receivable portfolio for specific loan
impairment under SFAS 114.  Please tell us how loans that are determined not to
be individually impaired under SFAS 114 are considered in the assessment of an
allowance under SFAS 5, SAB 6L and EITF Topic D-80, Question 10.  Additionally tell us and confirm that you will include the disclosure required by
paragraph 20(c) of SFAS 114 in future filings.

***
 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.
Please understand that we may have addi tional 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 filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

David J. Kimichik
Ashford Hospitality Trust September 29, 2009 Page 5   In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jaime John at (202) 551-3446 or me at (202) 551-3413 if you
have questions regarding comments on the fi nancial statements and related matters.
Please contact Stacy Gorman at ( 202) 551-3585 with any other questions.

         S i n c e r e l y ,
Cicely LaMothe
Accounting Branch Chief

Mail Stop 4561
June 6, 2006

Mr. David J. Kimichik
Chief Financial Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX  75254

 Re: Ashford Hospitality Trust, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2005
  File No. 1-31755

Dear Mr. Kimichik:

We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.

        S i n c e r e l y ,

        C i c e l y  L a M o t h e
Accounting Branch Chief

CORRESP
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    Attention: Thomas Finn

Staff Accountant

Division of Corporate Finance

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

    May 30, 2006

On May 18, 2006, Ashford Hospitality Trust, Inc. (the “Company” or “we”) received a comment letter
from the Commission regarding its Form 10-K for the fiscal year ended December 31, 2005. The
comment, which was made in reference to Note 12 — Capital Stock, on page 91, was as follows:

“Please explain to us how you considered the guidance in SFAS 133 and EITF 00-19 in determining the
accounting for the conversion features in your Series B Cumulative Convertible Redeemable Preferred
Stock.”

Pertinent terms related to the Company’s Series B convertible redeemable preferred stock (“Series B
preferred stock”) are as follows:

    •

    7,447,865 outstanding shares.

    •

    Convertible at any time, at the option of the holder, into the Company’s common stock
by dividing the preferred stock carrying value by the conversion price of $10.07, which
was determined using a 20-day average closing price calculated five business days prior to
the commencement of the Series B Preferred Stock Purchase Agreement (“agreement” or
“contract”).

    •

    Holders are entitled to vote, on an as-converted basis voting as a single class
together with the holders of common stock, on all matters to be voted on by the Company’s
stockholders.

    •

    Redeemable for cash at the option of the Company at the liquidation preference, which
is set at $10.07, after three years (or two years if certain criteria, as defined, are
met).

    •

    Redeemable for cash at the option of the holder at a specified redemption price, which
could range from 100% to 110% of the liquidation preference, if the Company fails to or
elects not to be taxed as a REIT, if a change in control, as defined, occurs, or if the
Company’s common stock ceases to be listed on the NYSE, NASDAQ, or American Stock
Exchange.

    •

    Quarterly dividends are set at the greater of $0.14 per share or the prevailing common
stock dividend rate.

In accordance with SFAS No. 133, paragraph 12, an embedded derivative (i.e., the stock conversion
feature) must be separated from its host contract (i.e., convertible preferred stock) and accounted
for as a derivative instrument if three criteria are met. The first of these criteria states that
the economic characteristics and risks of the embedded derivative are not clearly and closely
related to the economic characteristics and risks of the host contract.

In considering whether the economic characteristics and risks of the conversion feature are clearly
and closely related to the economic characteristics and risks of the Series B preferred stock, the
Company referred to SFAS No. 133, paragraph 61(l). This paragraph states that because changes in
fair value of equity interest and interest rates (in this case, dividend rates) are not clearly and
closely related, the terms of preferred stock must be analyzed to determine whether the preferred
stock is more akin to an equity instrument or a debt instrument. It further states that cumulative
fixed-rate mandatorily redeemable preferred stock represents a liability instrument whereas cumulative participating perpetual
preferred stock is more akin to an equity instrument.

The Company analyzed the terms of its Series B preferred stock and determined that its features are
more akin to equity than debt for the following reasons:

    •

    Such shares are not mandatorily redeemable,

    •

    Quarterly dividends on such shares are tied to the dividend rate on common stock
subject to a floor. Actual dividends paid have always exceeded said floor, and

    •

    Such shares are classified as temporary equity in accordance with SFAS No. 150 and ASR
No. 268.

As the Company determined that its Series B preferred stock and related conversion feature do not
meet the first criteria set forth under SFAS No. 133, paragraph 12(a), further consideration under
the third criteria of paragraph 12(c) and the related EITF No. 00-19 would not be necessary.
However, in response to the Commission’s inquiry regarding EITF No. 00-19, we have respectfully
considered guidance set forth in said EITF.

In accordance with EITF No. 00-19, the Company must consider the eight requirements of paragraphs
12-32 of said EITF to determine whether or not the conversion feature of its Series B preferred
stock should be bifurcated and accounted for as a separate derivative. Those eight criteria are
discussed below.

1) The contract permits the company to settle in unregistered shares.

The articles supplementary establishing and fixing the rights and preferences of the Series B
preferred stock specifically provide that the Series B preferred stock is convertible into the
Company’s common stock. There is no requirement in the articles supplementary that the common
stock be registered. Likewise, in the purchase agreement between the Company and the holders of
the Series B preferred stock there is no obligation that the common stock into which the Series B
preferred stock is convertible must be registered. However, the purchase agreement does contain a
covenant whereby the Company agreed to enter into a registration rights agreement with the holders
of the Series B preferred stock. Pursuant to this registration rights agreement, the holders were
granted certain demand registration rights with respect to the Series B preferred stock as well as
the underlying common stock. The holders have since exercised this demand registration right, and
the Company has registered the resale of the Series B preferred stock as well as the underlying
common stock. The registration rights agreement further provides that the Company must use its
best efforts to keep the registration statement under which such securities are registered
continuously effective. However, should such registration statement become suspended and the
Company is unable to cure such suspension, the Company is not prohibited from satisfying its
conversion obligations under the articles supplementary via issuing unregistered shares.

EITF No. 00-19, Paragraph 15, further discusses that a contract may specify how the value
of unregistered shares would be determined. However, the agreement is silent as to the valuation
of unregistered shares versus registered shares. Thus we believe paragraph 15 is not applicable.

2) The company has sufficient authorized and unissued shares available to settle the contract after
considering all other commitments that may require the issuance of stock during the maximum period
the derivative contract could remain outstanding.

Yes, the Company has sufficient authorized and unissued shares to satisfy its obligations under the
contract.

3) The contract contains an explicit limit on the number of shares to be delivered in a share
settlement.

Yes, the conversion of preferred shares into common shares is at a fixed conversion price.

4) There are no required cash payments to the counterparty in the event the company fails to make
timely filings with the SEC.

There are no required cash payments required in the event the Company fails to make timely SEC
filings.

5) There are no required cash payments to the counterparty if the shares initially delivered upon
settlement are subsequently sold by the counterparty and the sales proceeds are insufficient to
provide the counterparty with full return of the amount due (that is, there are no cash settled
“top-off” or “make-whole” provisions).

There are no cash settled “top-off” or “make-whole” provisions required by the Company subsequent
to conversion of the Series B preferred stock.

6) The contract requires net-cash settlement only in specific circumstances in which holders of
shares underlying the contract also would receive cash in exchange for their shares.

There is no such requirement for net-cash settlement in the agreement.

7) There are no provisions in the contract that indicate that the counterparty has rights that rank
higher than those of a shareholder of the stock underlying the contract.

There are no such provisions in the agreement. Upon conversion of the Series B preferred stock
into common stock, the new common stock holders have identical rights to existing common stock
holders. In the event of the Company’s bankruptcy, the conversion feature itself would not entitle
the counterparty to rights that rank higher than those of another shareholder of the Company’s
common stock.

8) There is no requirement in the contract to post collateral at any point or for any reason.

There is no collateral requirement contained in the agreement.

Under EITF No. 00-19, the common stock conversion feature meets the definition of an equity
instrument as the Company has met the 8 conditions within paragraphs 12 through 32.

In summary, the conversion feature of the Series B preferred stock is clearly and closely related
to the host instrument. If the conversion feature were deemed to be a separate instrument, it
would be classified as equity under EITF No. 00-19. Consequently, the conversion feature of the
Series B preferred stock does not meet the criteria set forth in SFAS No. 133, paragraphs 12(a) and
12(c), and, therefore, does not require bifurcation from the host contract.

The Company acknowledges that a) it is responsible for the adequacy and accuracy of disclosures in
our 2005 Form 10-K, b) staff comments or changes to disclosures in response to staff comments do
not foreclose the Commission from taking action with respect to filings, and c) it can not assert
staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Sincerely,

/S/ DAVID J. KIMICHIK

Mr. David J. Kimichik

Chief Financial Officer

Ashford Hospitality Trust, Inc.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

Mail Stop 4561
May 18, 2006

Mr. David J. Kimichik
Chief Financial Officer
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX  75254

 Re: Ashford Hospitality Trust, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2005
  File No. 1-31755

Dear Mr. Kimichik:

We have reviewed your filing and have the following comment.  We have limited
our review of your filing to the issue we have addressed in our comment.  In our
comment, we ask you to provide us with information so we may better understand your disclosures.  After reviewing this information, we may 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.

Note 12 – Capital Stock, page 91

Series B Cumulative Convertible Redeemable Preferred Stock, page 92

1. Please explain to us how you considered the guidance in SFAS 133 and EITF 00-19 in determining the accounting for the conversion features in your Series B Cumulative Convertible Redeemable Preferred Stock.

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please file your response on Edgar.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its

Mr. David J. Kimichik
Ashford Hospitality Trust, Inc
May 18, 2006 Page 2

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.

In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments 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 Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.

You may contact Thomas Flinn, Staff Accountant, at (202) 551-3469 or the
undersigned at (202) 551-3413 if you have questions.

 Sincerely,

Cicely D. LaMothe
Accounting Branch Chief

CORRESP
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ASHFORD HOSPITALITY TRUST, INC.

14185 Dallas Parkway, Suite 1100

Dallas, Texas 75254

(972) 490-9600

August 24, 2005

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW, Mail Stop 4561

Washington, DC 20549

Attention: Amanda McManus

    Re:

    Ashford Hospitality Trust, Inc.

    Registration Statement No. 333-126821

Dear Ms. McManus:

     Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, Ashford Hospitality Trust, Inc. hereby respectfully requests that the effectiveness of the
Registration Statement be accelerated to 12:00 p.m. (Washington, DC time) on August 26, 2005, or as
soon thereafter as practicable.

     The Company hereby acknowledges that (i) 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; (ii) the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
registrant from its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and (iii) the Company may not assert this action as defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

     Should you have any questions regarding this request, please contact my counsel, Muriel
McFarling, Andrews Kurth LLP at (214) 659-4461.

    Sincerely,

ASHFORD HOSPITALITY TRUST, INC.

    By:
    /s/ David A. Brooks

    David A. Brooks, Chief Legal Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

August 2, 2005

Mail Stop 4561

Montgomery J. Bennett
Chief Executive Officer, President and Director
Ashford Hospitality Trust, Inc.
14185 Dallas Parkway, Suite 1100
Dallas, TX 75254

	RE:	Ashford Hospitality Trust, Inc.
		Registration Statement on Form S-3
		Filed July 22, 2005
		File No. 333-126821

Dear Mr. Bennett:

      We have limited our review of your filing to those issues we
have addressed in our 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 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
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.

Form 10-K (incorporated by reference)

Item 9A

1. We note your statement that you have carried out an evaluation
of
the effectiveness of your disclosure controls and procedures.
However, you did not disclose whether, based upon this evaluation,
your chief executive officer and chief financial officer concluded
that the disclosure controls and procedures were effective.
Please
amend your Form 10-K to state the conclusion reached by your chief
executive officer and chief financial officer on the effectiveness
of
your disclosure controls and procedures consistent with the
officers`
certifications.  Refer to Item 307 of Regulation S-K.

      We will not conduct any further review of the registration
statement aside from this matter.  All persons who by statute are
responsible for the adequacy and accuracy of the registration
statement are urged to be certain that all information required
under
the Securities Act of 1933 has been included.

      As appropriate, please amend your registration statement in
response to this comment. 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 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 registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

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.

	Any questions should be directed to Amanda McManus, Attorney-
Adviser, at (202) 551-3412.

Sincerely,

Karen J. Garnett
Assistant Director

cc:	David Barbour, Esq. (via facsimile)
	Muriel C. McFarling, Esq. (via facsimile)
	Andrews Kurth LLP
??

??

??

??

Ashford Hospitality Trust, Inc.
August 2, 2005
2

</TEXT>
</DOCUMENT>