8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   August 5, 2008 (August 5, 2008)

HERSHA HOSPITALITY TRUST

(Exact name of registrant as specified in its charter)

Maryland	001-14765	251811499
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

44 Hersha Drive

Harrisburg, Pennsylvania 17102

 (Address and zip code of

principal executive offices)

Registrant’s telephone number, including area code: (717) 236-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On August 5, 2008, Hersha Hospitality Trust issued a press release announcing results of operations for the quarter ending June 30, 2008.  A copy of that press release is attached hereto as Exhibit 99.1.

The information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation by reference language contained therein, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

99.1 Press release dated August 5, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HERSHA HOSPITALITY TRUST
Date: August 5, 2008	By:	/s/Ashish R. Parikh
		Ashish R. Parikh
		Chief Financial Officer

EX-99.1

Exhibit 99.1

      HERSHA HOSPITALITY TRUST 510 Walnut Street, 9th Floor Philadelphia, PA 19016 Phone: 215-238-1046 Fax: 215-238-0157 www.hersha.com

For Immediate Release

Contact: Ashish Parikh, CFO

Ph: (215) 238-1046

HERSHA HOSPITALITY ANNOUNCES

SECOND QUARTER 2008 EARNINGS

Year-over-Year Second Quarter 2008

· Adjusted FFO (“AFFO”) Increased 2.4% to $0.43 Per Diluted Share/Unit

· Consolidated RevPAR Grew 4.3%

· Consolidated Hotel EBITDA Increased 9.8% to $27.6 Million

· Consolidated Same Store RevPAR Grew 4.0%

· Company Updates AFFO Guidance

PHILADELPHIA, PA--(Business Wire)—August 5, 2008-- Hersha Hospitality Trust (NYSE: HT) owner of nationally franchised premium select service and full service hotels, today announced earnings for the second quarter ended June 30, 2008.

Financial Highlights for the Second Quarter 2008

Growth in hotel revenues along with increased income from development loans resulted in improved net income applicable to common shareholders.  For the second quarter of 2008, net income applicable to common shareholders grew 6.1% to $7.0 million from $6.6 million in the second quarter of 2007.  Net income applicable to common shareholders of $0.16 per weighted average common share outstanding in the second quarter of 2008 was comparable to the second quarter of 2007 due to an increase in common shares outstanding during the quarter, the proceeds of which were utilized to reduce the Company’s line of credit, initiate development loans and to acquire three new hotels.

Operating income for the second quarter ended June 30, 2008 grew 7.4% to $18.8 million from $17.5 million for the same period in 2007.  The growth in operating income was a result of improved operating margins from rate-led hotel revenue growth, continued stabilization of several new hotels and accretive asset acquisitions.

Adjusted funds from operations (AFFO) for the second quarter of 2008 increased 2.4% to $0.43 per diluted common share and unit from $0.42 per diluted common share and unit for the same quarter of 2007. Growth in the Company’s hotel portfolio and performance of its assets helped to offset the impact of increased shares outstanding in the second quarter of 2008 relative to the second quarter of 2007. A reconciliation of AFFO to net income applicable to common shares, the most directly applicable U.S. GAAP measure, is included at the end of this release.

1

Mr. Jay H. Shah, Chief Executive Officer, commented, “We are pleased to have produced another excellent quarter of earnings and to have maintained top-tier operating margins.  Our East Coast urban focused hotels performed solidly, led by 14% same-store RevPAR growth from our metro-New York City hotels. The managers of these properties were able to leverage the strategic locations and low effective age of these properties into increased Hotel EBITDA.  We believe that possessing a young portfolio, located in high barrier-to-entry markets, is a winning strategy, regardless of the market conditions, given the growth potential these assets can provide in the coming years.  To this end, we purchased three additional newly opened hotels during the quarter and one subsequent to the close of the quarter.  The median age of our portfolio of hotels is below six years and we believe that this will continue to enhance our growth prospects going forward.”

For the three-month period ended June 30, 2008, consolidated total hotel operating revenues increased 9.4% to $67.4 million from $61.6 million in the second quarter of 2007.  This increase was primarily driven by our growth in same-store room revenues and revenue contributions from acquisitions completed in prior periods.  Revenue per available room (RevPAR) for the Company’s consolidated hotels (59 hotels) increased 4.3% on a year-over-year basis to $109.73, which was driven entirely by an average daily rate (ADR) increase of 6.1% to $139.56.  During the quarter, the Company’s hotel managers chose to aggressively maintain rate levels in order to optimize operating margins, resulting in a decline in occupancy, which fell to 78.63% from 79.99%.

Hotel earnings before interest, taxes, depreciation and amortization (Hotel EBITDA) for Hersha’s consolidated hotels grew 9.8% to $27.6 million for the second quarter of 2008 compared to the second quarter of 2007.  Hotel EBITDA margins of 41.0% for the second quarter of 2008 increased 14 basis points compared to the prior year level.  The Company’s portfolio of Hyatt Summerfield Suites experienced margin deterioration due to increased Hyatt brand initiatives and guest reward program expenses.  These initiatives, which were implemented in the third quarter of 2007, negatively impacted the Company’s EBITDA margins during the second quarter of 2008. Excluding the Company’s portfolio of Hyatt Summerfield Suites, Hotel EBITDA margins for the consolidated hotels increased 100 basis points.

On a same-store basis for Hersha’s consolidated hotels (53 hotels), RevPAR for the second quarter of 2008 increased 4.0% on a year-over-year basis to $109.16, which was driven by a 5.1% increase in ADR to $137.92.  Occupancy fell to 79.15% from 80.02%. Same-store Hotel EBITDA for the second quarter of 2008 increased 3.6% to $25.8 million from $24.9 million. The Company’s same-store Hotel EBITDA margin declined 8 basis points to 40.6% for the second quarter of 2008, as compared to the second quarter of 2007 for the reasons discussed above.  Excluding the Hyatt Summerfield Suites portfolio, Hotel EBITDA margins increased 97 basis points.

Other Highlights

In May and June, the Company purchased three newly opened hotels, the 107-suite Towne Place Suites, Harrisburg, Pennsylvania, the 150-room Sheraton Hotel, JFK Airport and the 127-room Holiday Inn Express, Camp Springs (Andrews Air Force Base), Maryland, in separate transactions, for a total of $61.8 million.

2

In July, Hersha opened the nu Hotel in Brooklyn, New York, a 93-room independent boutique hotel newly developed by the Company. The nu Hotel Brooklyn and the Duane Street Hotel (Tribeca) serve as the foundation of Hersha's collection of independent hotels operating in the vibrant metro-New York City market.

In August, subsequent to the close of the quarter, the Company purchased a brand new 101-room Hampton Inn, located in Smithfield, Rhode Island for $12.6 million.

Balance Sheet

The Company ended the second quarter of 2008 with approximately $72.7 million in development loans and approximately $23.4 million in land leases outstanding to 13 hotel development projects.

At June 30, 2008, Hersha Hospitality Trust had approximately $721.0 million of total consolidated debt outstanding, which included approximately $51.5 million of trust preferred securities and approximately $47.6 million outstanding on the Company’s line of credit.  Fixed rate debt, including variable rate debt fixed by an interest rate swap, amounted to approximately 87.8% of total consolidated debt.  For the second quarter of 2008, the weighted average interest rate on all of the Company’s fixed and floating rate debt was approximately 6.13% and 4.83%, respectively.  The weighted average life to maturity of the Company’s debt, excluding the credit line, was approximately 8.0 years.  Total common shares and units of limited partnership interest of Hersha Hospitality Limited Partnership outstanding at June 30, 2008 were approximately 48.1 million and 8.9 million, respectively.

Dividend

For the second quarter of 2008, Hersha Hospitality Trust declared common share and limited partnership unit dividends of $0.18 per common share and unit.  The Board of Trustees also declared a second quarter cash dividend of $0.50 per Series A Preferred Share.

Hersha’s forecasted AFFO for the full year ended December 31, 2008, less maintenance capital expenditures, is expected to exceed its annualized dividend of $0.72 per common share by 1.7 times, providing both coverage for its current dividend and internally generated funds for investment.

Financial Outlook for 2008

The Company is revising its previous financial outlook for the full year ended December 31, 2008, as compared to the full year ended December 31, 2007, as a downturn in economic conditions in the U.S., reduced travel capacity from airlines, low consumer confidence and corporate profits have given rise to expectations of lower demand for lodging services from business and leisure travelers in the second half of 2008.

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The Company’s updated financial guidance and underlying assumptions for the full year ended December 31, 2008 are as follows:

	Prior Guidance	Updated Guidance
Consolidated same-store RevPAR growth compared to the full year 2007	5.0% to 6.0%	4.0% to 5.0%
Consolidated portfolio RevPAR growth compared to the full year 2007	6.0% to 7.0%	5.0% to 6.0%
Net income available to common shareholders	$12.25 to $13.75 million	$13.0 to $14.5 million
Adjusted EBITDA	$121.4 to $123.8 million	$124.5 to $126.5 million
AFFO per diluted weighted average share/unit	$1.30 to $1.33	$1.26 to $1.30

“We expect our RevPAR growth for the second half of 2008 to slow in comparison to the strong results we posted in the first half of 2008 and the second half of 2007, but we still believe that our portfolio is well positioned to weather the downturn better than the industry at large. Our net income and EBITDA are expected to be positively impacted by the acquisitions we have completed this year. However, this growth is expected to be offset by the shares and units issued during the second quarter of 2008. Our revised guidance still represents a range of growth in AFFO per share of approximately 4 to 7% for the full year 2008 as compared to 2007, which should further support our strong cash dividend and provide meaningful value to our investors,” Mr. Shah added.

Second Quarter 2008 Earnings Conference Call

The Company will host a conference call to discuss its financial results at 10:00 AM Eastern time on Tuesday, August 5, 2008.  Hosting the call will be Mr. Jay H. Shah, Chief Executive Officer, Mr. Neil H. Shah, President and Chief Operating Officer, and Mr. Ashish Parikh, Chief Financial Officer.

The live conference call can be accessed by dialing (888) 245-1007 or (913) 312-1397 for international participants.  A replay of the call will be available from 1:00 PM Eastern time on August 5, 2008, through midnight Eastern time on August 19, 2008. The replay can be accessed by dialing (888) 203-1112 or (719) 457-0820 for international participants.  The passcode for the call and the replay is 7332814.

4

About Hersha Hospitality

Hersha Hospitality Trust is a self-advised real estate investment trust, which owns interests in 77 hotels, totaling 9,752 rooms, primarily along the Northeast Corridor from Boston to Washington D.C.  The Company also owns hotels in Northern California and Scottsdale, Arizona.  Hersha focuses on high quality upscale hotels in high barrier to entry markets.  More information on the Company and its portfolio of hotels is available on Hersha’s Web site at http://www.hersha.com.

Forward Looking Statement

Certain matters within this press release are discussed using forward-looking language as specified in the Private Securities Litigation Reform Act of 1995, and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance to differ from those projected in the forward-looking statement.  For a description of these factors, please review the information under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the Securities Exchange Commission (SEC).

5

HERSHA HOSPITALITY TRUST

Balance Sheet

June 30, 2008 (Unaudited) and December 31, 2007

(in thousands, except shares and per share data)

	June 30, 2008			December 31, 2007
Assets:
Investment in Hotel Properties, net of Accumulated Depreciation	$	987,235		$	893,297
Investment in Joint Ventures		50,808			51,851
Development Loans Receivable		72,748			58,183
Cash and Cash Equivalents		16,972			12,327
Escrow Deposits		13,670			13,706
Hotel Accounts Receivable, net of allowance for doubtful accounts of $125 and $47		10,820			7,287
Deferred Costs, net of Accumulated Amortization of $4,150 and $3,252		8,096			8,048
Due from Related Parties		2,481			1,256
Intangible Assets, net of Accumulated Amortization of $862 and $764		8,032			5,619
Other Assets		25,112			16,033
Total Assets	$	1,195,974		$	1,067,607
Liabilities and Shareholders’ Equity:
Line of Credit	$	47,600		$	43,700
Mortgages and Notes Payable, net of unamortized discount of $67 and $72		673,447			619,308
Accounts Payable, Accrued Expenses and Other Liabilities		16,659			17,728
Dividends and Distributions Payable		11,236			9,688
Due to Related Parties		2,861			2,025
Total Liabilities		751,803			692,449
Minority Interests:
Common Units	$	60,437		$	42,845
Interest in Consolidated Joint Ventures		1,721			1,908
Total Minority Interests		62,158			44,753
Shareholders' Equity:
Preferred Shares - 8% Series A, $.01 Par Value, 29,000,000 Shares Authorized, 2,400,000 Shares Issued and Outstanding (Aggregate Liquidation Preference $60,000)		24			24
Common Shares - Class A, $.01 Par Value, 80,000,000 Shares Authorized, 48,137,348 and  41,203,612 Shares Issued and Outstanding at June 30, 2008 and December 31, 2007, respectively		481			412
Common Shares - Class B, $.01 Par Value, 1,000,000 Shares Authorized, None Issued and Outstanding		-			-
Accumulated Other Comprehensive Income		(21	)		(23	)
Additional Paid-in Capital		461,802			397,127
Distributions in Excess of Net Income		(80,273	)		(67,135	)
Total Shareholders' Equity		382,013			330,405
Total Liabilities and Shareholders’ Equity	$	1,195,974		$	1,067,607

6

HERSHA HOSPITALITY TRUST

Summary Results

(in thousands, except shares and per share data)

	Three Months Ended				Six Months Ended
	June 30, 2008		June 30, 2007		June 30, 2008		June 30, 2007
Revenues:
Hotel Operating Revenues	$	67,377	$	61,569	$	119,296	$	106,372
Interest Income from Development Loans		2,153		1,331		4,173		2,634
Land Lease Revenue		1,390		1,117		2,724		2,205
Hotel Lease Revenue		211		195		348		332
Other Revenue		342		185		594		327
Total Revenues		71,473		64,397		127,135		111,870
Expenses:
Hotel Operating Expenses		36,686		33,437		69,118		61,513
Hotel Ground Rent		216		190		442		439
Land Lease Expense		745		619		1,494		1,233
Real Estate and Personal Property Taxes and Property Insurance		2,964		2,753		6,146		5,500
General and Administrative		2,003		1,621		3,906		3,832
Depreciation and Amortization		10,012		8,260		19,634		16,217
Total Operating Expenses		52,626		46,880		100,740		88,734
Operating Income		18,847		17,517		26,395		23,136
Interest Income		101		324		183		454
Interest Expense		10,346		10,701		21,123		20,738
Income before income from  Unconsolidated Joint Venture Investments, Minority Interests and Discontinued Operations		8,602		7,140		5,455		2,852
Income from Unconsolidated  Joint Venture Investments		1,360		1,741		622		903
Income before Minority Interests and  Discontinued Operations		9,962		8,881		6,077		3,755
Income allocated to Minority Interest in  Continuing Operations		1,737		1,167		730		178
Income from Continuing Operations		8,225		7,714		5,347		3,577
Discontinued Operations
Income (Loss) from Discontinued Operations		-		81		-		(19	)
Net Income		8,225		7,795		5,347		3,558
Preferred Distributions		1,200		1,200		2,400		2,400
Net Income applicable to  Common Shareholders	$	7,025	$	6,595	$	2,947	$	1,158
Basic earnings per share
Income from continuing operations applicable to common shareholders	$	0.16	$	0.16	$	0.07	$	0.03
Discontinued Operations		0.00		0.00		0.00		0.00
Net Income applicable to common shareholders	$	0.16	$	0.16	$	0.07	$	0.03
Diluted earnings per share
Income from continuing operations applicable to common shareholders	$	0.16	$	0.16	$	0.07	$	0.03
Discontinued Operations		0.00		0.00		0.00		0.00
Net Income applicable to common shareholders	$	0.16	$	0.16	$	0.07	$	0.03
Weighted Average Common Shares Outstanding
Basic		44,253,641		40,642,569		42,572,390		40,590,499
Diluted		44,253,641		40,642,569		42,572,390		40,590,499

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FFO and GAAP Reconciliation

The National Association of Real Estate Investment Trusts (“NAREIT”) developed Funds from Operations (“FFO”) as a non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP.  We calculate FFO applicable to common shares and Partnership units in accordance with the April 2002 National Policy Bulletin of NAREIT, which we refer to as the White Paper.   The White Paper defines FFO as net income (loss) (computed in accordance with GAAP) excluding extraordinary items as defined under GAAP and gains or losses from sales of previously depreciated assets, plus certain non-cash items, such as depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Our interpretation of the NAREIT definition is that minority interest in net income (loss) should be added back to (deducted from) net income (loss) as part of reconciling net income (loss) to FFO. Our FFO computation may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do.

The GAAP measure that we believe to be most directly comparable to FFO, net income (loss) applicable to common shares, includes depreciation and amortization expenses, gains or losses on property sales and minority interest.  In computing FFO, we eliminate these items because, in our view, they are not indicative of the results from our property operations.

Hersha also presents Adjusted Funds from Operations (AFFO), which reflects FFO in accordance with the NAREIT definition further adjusted by:

· adding back write-offs of deferred financing costs on debt extinguishment, both for consolidated and unconsolidated properties;

· adding back amortization of deferred financing costs;

· making adjustments for the amortization of original issue discount/premium;

· adding back non-cash stock expense;

· adding back FFO attributed to our partners in consolidated joint ventures; and

· making adjustments to ground lease payments, which are required by GAAP to be amortized on a straight-line basis over the term of the lease, to reflect the actual lease payment.

FFO and AFFO do not represent cash flows from operating activities in accordance with GAAP and should not be considered an alternative to net income as an indication of Hersha’s performance or to cash flow as a measure of liquidity or ability to make distributions. We consider FFO and AFFO to be meaningful, additional measures of our operating performance because they exclude the effects of the assumption that the value of real estate assets diminishes predictably over time, and because they are widely used by industry analysts as performance measures. We show both FFO from consolidated hotel operations and FFO from unconsolidated joint ventures because we believe it is meaningful for the investor to understand the relative contributions from our consolidated and unconsolidated hotels. The display of both FFO from consolidated hotels and FFO from unconsolidated joint ventures allows for a detailed analysis of the operating performance of our hotel portfolio by management and investors.  We present FFO and AFFO applicable to common shares and Partnership units because our Partnership units are redeemable for common shares.  We believe it is meaningful for the investor to understand FFO applicable to all common shares and Partnership units.

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The following table reconciles FFO and AFFO for the periods presented to the most directly comparable GAAP measure, net income (loss) applicable to common shares, for the same periods:

HERSHA HOSPITALITY TRUST

Adjusted Funds from Operations (AFFO)

(in thousands, except shares and per share data)

	Three Months Ended						Six Months Ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Net income applicable to common shares	$	7,025		$	6,595		$	2,947		$	1,158
Income allocated to minority interest		1,737			1,167			730			178
Income (loss) from discontinued operations allocated to minority interest		-			9			-			(2	)
Income from unconsolidated joint ventures		(1,360	)		(1,741	)		(622	)		(903	)
Depreciation and amortization		10,012			8,260			19,634			16,217
Depreciation and amortization from discontinued operations		-			300			-			583
FFO related to the minority interests in consolidated joint ventures		(302	)		(310	)		(62	)		(112	)
Funds from consolidated hotel operations applicable to common shares and Partnership units		17,112			14,280			22,627			17,119
Income from Unconsolidated Joint Ventures		1,360			1,741			622			903
Add:
Depreciation and amortization of purchase price in excess of historical cost		523			451			1,046			945
Interest in depreciation and amortization of unconsolidated joint ventures		2,175			1,809			3,628			3,002
Funds from unconsolidated joint venture operations applicable to common shares and Partnership units		4,058			4,001			5,296			4,850
Funds from Operations applicable to common shares and Partnership units		21,170			18,282			27,924			21,969
Add:
FFO related to the minority interests in consolidated joint ventures		302			310			62			112
Amortization of deferred financing costs		403			410			897			756
Amortization of discounts and premiums		(138	)		-			(276	)		16
Non cash stock compensation expense		312			186			627			294
Straight-line amortization of ground lease expense		64			66			139			133
Adjusted Funds from Operations	$	22,113		$	19,253		$	29,372		$	23,280
AFFO per Diluted Weighted Average Common Shares and Units Outstanding	$	0.43		$	0.42		$	0.59		$	0.51
Diluted Weighted Average Common Shares and Units Outstanding		51,700,790			45,542,425			49,885,364			45,244,074

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HERSHA HOSPITALITY TRUST

Adjusted Funds from Operations (FFO) - 2008 FORECAST RECONCILIATION

(in thousands, except shares and per share data)

	Low			High
	Twelve Months Ending
	12/31/2008			12/31/2008
Net Income applicable to common shares	$	13,000		$	14,500
Less:
(Income) from Unconsolidated Joint Ventures		(2,500	)		(3,300	)
FFO related to the minority interests in consolidated joint ventures		(450	)		(550	)
Add:
Income allocated to minority interest in our operating partnership		3,000			3,500
Depreciation and amortization		41,000			41,000
Funds from Consolidated Hotel Operations		54,050			55,150
Income  from Unconsolidated Joint Ventures		2,500			3,300
Add:
Depreciation and amortization		7,200			7,200
Funds from Unconsolidated Joint Venture Operations		9,700			10,500
Funds from Operations		63,750			65,650
Add:
FFO related to the minority interests in consolidated joint ventures		450			550
Amortization of deferred financing costs		1,700			1,700
Amortization of OID Discount/Premium		(550	)		(550	)
Non cash stock expense		1,500			1,500
Amortization of ground lease expense		275			275
Adjusted Funds from Operations	$	67,125		$	69,125
Diluted Weighted Average Common Shares and Units Outstanding		53,225,000			53,225,000
Adjusted FFO per Diluted Weighted Average Common Shares and Units Outstanding	$	1.26		$	1.30

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EBITDA and GAAP Reconciliation

Earnings Before Interest, Taxes, and Depreciation and Amortization (EBITDA) and Adjusted EBITDA are non-GAAP financial measure within the meaning of the Securities and Exchange Commission rules. Our interpretation of Adjusted EBITDA is that EBITDA derived from our investment in unconsolidated joint ventures should be added back to net income (loss) as part of reconciling net income (loss) to Adjusted EBITDA. Our Adjusted EBITDA computation August not be comparable to EBITDA reported by other companies that interpret the definition of EBITDA differently than we do. Management believes EBITDA to be a meaningful measure of a REIT's performance because it is widely followed by industry analysts, lenders and investors and that it should be considered along with, but not as an alternative to, net income, cash flow, FFO and AFFO, as a measure of the company's operating performance.

Hotel EBITDA is a commonly used measure of performance in the hotel industry for a specific hotel or group of hotels. We believe Hotel EBITDA provides a more complete understanding of the operating results of the individual hotel or group of hotels. We calculate Hotel EBITDA by utilizing the total revenues generated from hotel operations less all operating expenses, property taxes, insurance and management fees, which calculation excludes Company expenses not specific to a hotel. Because Hotel EBITDA is specific to individual hotels or groups of hotels and not to the Company as a whole, it is not reconcilable to any comparable GAAP measure for the Company.

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HERSHA HOSPITALITY TRUST

Adjusted EBITDA

(in thousands, except shares and per share data)

	Three Months Ended						Six Months Ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Net Income applicable to common shares	$	7,025		$	6,595		$	2,947		$	1,158
Less:
Income from Unconsolidated Joint Ventures		(1,360	)		(1,741	)		(622	)		(903	)
Interest income		(101	)		(324	)		(183	)		(454	)
Add:
Income allocated to minority interest for continuing operations		1,737			1,167			730			178
Income (Loss) allocated to minority interest for discontinued operations and gain on disposition of hotel properties		-			9			-			(2	)
Interest expense from continuing operations		10,346			10,701			21,123			20,738
Interest expense from discontinued operations		-			274			-			547
Distributions to Series A Preferred Shareholders		1,200			1,200			2,400			2,400
Depreciation and amortization from continuing operations		10,012			8,260			19,634			16,217
Depreciation from discontinued operations		-			300			-			583
Non-cash stock compensation expense		312			186			627			294
Straight-line amortization of ground lease expense		64			66			139			133
Adjusted EBITDA from consolidated hotel operations		29,235			26,693			46,795			40,889
Income from Unconsolidated Joint Ventures		1,360			1,741			622			903
Add:
Depreciation and amortization of purchase price in excess of historical cost		523			451			1,046			945
Adjustment for interest in interest expense, depreciation and amortization of unconsolidated joint ventures		5,708			6,341			10,482			10,583
Adjusted EBITDA from unconsolidated joint venture operations		7,591			8,533			12,150			12,431
Adjusted EBITDA	$	36,826		$	35,226		$	58,945		$	53,320

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HERSHA HOSPITALITY TRUST

Adjusted EBITDA - 2008 FORECAST RECONCILIATION

(in thousands, except shares and per share data)

	Low			High
	Twelve Months Ended
	12/31/2008			12/31/2008
Net Income applicable to common shares	$	13,000		$	14,500
Less:
Income from Unconsolidated Joint Ventures		(2,500	)		(3,300	)
Interest income		(500	)		(500	)
Add:
Income allocated to minority interest in common units		3,000			3,500
Interest expense		42,000			42,000
Distributions to Series A Preferred Shareholders		4,800			4,800
Depreciation and amortization from continuing operations		41,000			41,000
Amortization of deferred financing costs		1,700			1,700
Non cash stock expense		1,500			1,500
Amortization of ground lease expense		275			275
Adjusted EBITDA from consolidated hotel operations		104,275			105,475
Income (Loss) from Unconsolidated Joint Ventures		2,500			3,300
Add:
Interest expense		10,500			10,500
Depreciation and amortization of purchase price in excess of historical cost		2,100			2,100
Interest in depreciation and amortization of unconsolidated joint venture		5,100			5,100
Adjusted EBITDA from unconsolidated joint venture operations		20,200			21,000
Adjusted EBITDA	$	124,475		$	126,475

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Supplemental Schedules

The company has published supplemental earnings schedules in order to provide additional disclosure and financial information for the benefit of the company's stakeholders.  These can found in the Investor Relations section and the “SEC Filings and Presentations” page of the Company’s Web site, www.hersha.com.

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