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): February 1, 2005

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

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

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

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

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

TABLE OF CONTENTS

	ITEM 7.01 REGULATION FD DISCLOSURE
	ITEM 9.01. FINANCIAL STATEMTENTS AND EXHIBITS
SIGNATURE
Press Release

ITEM 7.01 REGULATION FD DISCLOSURE

On February 1, 2005, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing certain tax reporting information related to its 2004 common and preferred dividends. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMTENTS AND EXHIBITS

Exhibit
Number
99.1	Press Release of the Company, dated February 1, 2005, furnished under Item 7.01, announcing tax reporting information related to its 2004 dividends.

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: February 1, 2005

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ DAVID A. BROOKS
	David A. Brooks
	Chief Legal Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

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

ASHFORD HOSPITALITY TRUST ANNOUNCES FINAL TAX REPORTING
INFORMATION FOR 2004 COMMON AND PREFERRED SHARE DISTRIBUTIONS

DALLAS — (February 1, 2005) — Ashford Hospitality Trust, Inc. (NYSE: AHT) today announced the tax reporting (Federal Form 1099-DIV) information for the 2004 distributions on its common shares and its Series A preferred shares.

The income tax treatment for the 2004 distributions for Ashford Hospitality Trust, Inc. Common Stock CUSIP # 044103109 traded on the NYSE under ticker symbol “AHT” is as follows:

								Distribution Type
								Ordinary
Declaration	Record		Payable		Distributions			Taxable			Return of
Dates	Dates		Dates		Per Share			Dividend			Capital
03-15-04		3-31-04		04-15-04	$	0.0600		$	0.023639		$	0.036361
06-16-04		06-30-04		07-15-04	$	0.1000		$	0.039397		$	0.060603
09-13-04		09-30-04		10-15-04	$	0.1400		$	0.055157		$	0.084843
			TOTALS		$	0.3000		$	0.118193		$	0.181807
			PERCENT			100.00	%		39.3977	%		60.6023	%

The $0.15 per common share dividend, declared on December 15, 2004, and distributed on January 18, 2005, will be included in the shareholders’ income for the year 2005.

The income tax treatment for the 2004 distributions for Ashford Hospitality Trust, Inc. Series A Preferred Stock CUSIP # 044103028 on the NYSE traded under ticker symbol “AHT PrA” is as follows:

								Distribution Type
								Ordinary
Declaration	Record		Payable		Distributions			Taxable
Dates	Dates		Dates		Per Share			Dividend
12-17-04		12-31-04		01-18-2005	$	0.5878		$	0.5878
			TOTALS		$	0.5878		$	0.5878
			PERCENT			100.00	%		100.00	%

     None of the dividends classified above as ordinary income represent “qualified dividend income” and therefore are not eligible for reduced rates.

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

AHT Announces Final Tax Reporting Information for 2004 Distributions
Page 2
February 1, 2005

The Company did not incur any foreign taxes. This information represents FINAL income allocations.

Ashford Hospitality Trust is a self-administered real estate investment trust focused 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.

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