8-K

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): May 17, 2004

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

MARYLAND	001-31775	86-1062192
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification
		Number)

14185 Dallas Parkway, Suite 1100
Dallas, Texas	75254
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

TABLE OF CONTENTS

	ITEM 9. REGULATION FD DISCLOSURE
SIGNATURE
Press Release

ITEM 9. REGULATION FD DISCLOSURE

On May 18, 2004, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing that it closed on its acquisition of a hotel property from The Buccini/Pollin Group for approximately $15.9 million. A copy of the press release is attached hereto as Exhibit 99.26 and is incorporated herein by reference. On March 24, 2004, the Company filed a required Form 8-K announcing that it would be acquiring this property.

     Exhibits

99.26 Press Release of the Company dated May 18, 2004, announcing the acquisition of a hotel property for approximately $15.9 million.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 18, 2004

ASHFORD HOSPITALITY TRUST, INC.

By: /s/ DAVID A. BROOKS

David A. Brooks

Chief Legal Officer

EX-99.26

EXHIBIT 99.26

NEWS RELEASE

Contact:	Douglas Kessler	Tripp Sullivan
	COO and Head of Acquisitions	Corporate Communications, Inc.
	(972) 490-9600	(615) 254-3376

ASHFORD HOSPITALITY TRUST ACQUIRES SPRINGHILL SUITES AT BWI
AIRPORT FOR $15.86 MILLION

Transaction Highlights:

• Acquired at a 10.3x trailing twelve month EBITDA multiple

• Portfolio increases to 18 hotels owned totaling 2,917 rooms

• Capital committed or invested since IPO reaches a total of $384 million

DALLAS — (May 18, 2004) — Ashford Hospitality Trust, Inc. (NYSE: AHT) today announced it has closed on the acquisition of the 133-suite SpringHill Suites at Baltimore Washington International Airport from The Buccini/Pollin Group for total consideration of $15,860,000. The purchase price equates to a 10.3x trailing twelve month EBITDA multiple.

The purchase price includes approximately $9,060,000 in cash and approximately $6,800,000 in non-recourse debt that bears interest at 350 basis points over the 30-day yield on Commercial Paper based upon a 20-year amortization schedule. The loan, which matures in April 2011, can be prepaid subject to declining premiums and provides a one-time option to borrow additional funds subject to certain conditions.

Opened in March 2001, the SpringHill Suites-BWI Airport is located in a business park within one mile of the airport. The hotel contains 1,100 square feet of meeting space and features an indoor swimming pool and spa along with an exercise facility. The asset will continue to be managed by PM Hospitality Strategies, an affiliate of The Buccini/Pollin Group, under a new three-year agreement tied to annual net operating income (NOI) growth targets.

Monty J. Bennett, President and CEO of Ashford Hospitality Trust, stated, “The SpringHill Suites-BWI Airport is a strong addition to our portfolio and marks the twelfth hotel acquisition we have completed since our IPO over nine months ago. This acquisition provides a strong initial return with upside through continued improvement in operating performance and helps further diversify our portfolio by brand, market and segment. We continue to see opportunities on the acquisition front and look forward to expanding our portfolio through additional acquisitions in the very near future.”

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14185 Dallas Parkway, Suite 1100, Dallas, TX 75254 Phone: (972) 490-9600

AHT Acquires SpringHill Suites-BWI Airport
Page 2
May 18, 2004

* * * * *

Ashford Hospitality Trust is a self-administered real estate investment trust focused exclusively on investing in the hospitality industry across all segments and at all levels of the capital structure, including direct hotel investments, first mortgages, mezzanine loans and sale-leaseback transactions. Additional information can be found on the Company’s web site at www.ahtreit.com.

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, the impact of the transaction on our business and future financial condition, our business and investment strategy, our understanding of our competition and current market trends and opportunities and projected capital expenditures. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in the section entitled “Risk Factors” in Ashford’s Registration Statement on Form S-11, as amended (File Number 333-114283), and from time to time, in Ashford’s other filings with the Securities and Exchange Commission. EBITDA is defined as Net Income before interest, taxes, depreciation and amortization.

The forward-looking statements included in this press release are only made as of the date of this press release. Investors should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

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