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): October 31, 2005

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

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))

ITEM 7.01 REGULATION FD DISCLOSURE

On October 31, 2005, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing the acquisition of Hyatt Dulles in Herndon, Virginia, for approximately $72.5 million in cash and the completion of a related $45.0 million mortgage loan.

The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number

99.1 Press Release of the Company dated October 31, 2005, furnished under Item 7.01, announcing acquisition of Hyatt Dulles in Herndon, Virginia, for approximately $72.5 million in cash and the completion of a related $45.0 million mortgage loan.

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: October 31, 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
	Chief Operating Officer and Head of Acquisitions	Corporate Communications, Inc.
	(972) 490-9600	(615) 254-3376

ASHFORD COMPLETES ACQUISITION OF HYATT DULLES AIRPORT
FOR $72.5 MILLION

Acquisition Highlights:

• Acquired at a forward twelve-month cap rate of 7.5%, EBITDA multiple of 11.2x, and EBITDA yield of 8.9%

• Recently completed $5 million renovation favorably positions Hyatt Dulles in strong RevPAR market

• Potential expansion of an additional 210 guestrooms and 16,000 square feet of meeting space provides future upside potential

• Ashford’s direct hotel portfolio increases to 78 assets totaling 12,995 rooms

DALLAS — (October 31, 2005) — Ashford Hospitality Trust, Inc. (NYSE: AHT) announced it has completed the acquisition of the 316-room Hyatt Dulles in Herndon, VA, for $72.5 million in cash.

The purchase price equates to an 11.2x forward twelve-month EBITDA multiple, an EBITDA yield of 8.9% and a forward twelve-month net operating income capitalization rate of 7.5%. The property generated revenues of $18.1 million on a trailing twelve month basis. The trailing twelve month unleveraged EBITDA yield is 7.3% and the net operating income capitalization rate is 6.0%.

To finance the purchase, Ashford obtained a two-year, $45 million loan from Merrill Lynch Mortgage Lending that bears interest at a rate of 200 basis points over LIBOR. The loan is interest only with three one-year extension options.

Monty J. Bennett, President and CEO of Ashford Hospitality Trust, said, “We are pleased with the Hyatt Dulles acquisition which increases Ashford’s position in the upper upscale lodging segment. The hotel’s strong brand and location, along with the recent renovations, position the property to increase penetration in what is already a double-digit RevPAR growth market. In addition to this upside potential, room and meeting space expansion possibilities will be explored following the completion of Ashford’s restaurant and public area renovation. While we have financed most of our portfolio with low cost, long term, fixed rate debt, we selected a floating rate structure to afford us the opportunity to further analyze value added alternatives with this hotel.”

Opened in 1989, the Hyatt Dulles has 316 rooms and 17,422 square feet of meeting space and two food and beverage facilities. Located in close proximity to Washington Dulles International Airport, the Hyatt Dulles is expected to benefit from the ongoing $3.4 billion expansion of the airport as well as the annex to the Smithsonian Air and Space Museum that is adjacent to the airport and draws an estimated 3.5 million visitors per year.

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

AHT Acquires Hyatt Dulles for $72.5 Million
Page 2
October 31, 2005

The Hyatt Dulles recently completed a $5 million renovation that included the refurbishment of all guestrooms. The renovation entailed new carpet and wall covering, new and upgraded soft goods, and the refurbishment of credenzas and work areas. In addition, bathrooms received new tile, granite vanities and new fixtures. Although following this renovation there will be no additional Hyatt brand capital requirements, Ashford intends to renovate the restaurants and public areas. Hyatt will continue to manage the property under a long term management agreement.

* * * * *

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.

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 forward EBITDA multiple, the forward income capitalization rate, the forward EBITDA yield, 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 Ashford’s filings with the Securities and Exchange Commission. EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA yield is defined as trailing twelve month EBITDA divided by the purchase price. A capitalization rate is determined by dividing the property’s annual net operating income by the purchase price. Net operating income is the property’s funds from operations minus a capital expense reserve of 4% of gross revenues. Funds from operations (“FFO”), as defined by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) in April 2002, represents net income (loss) computed in accordance with generally accepted accounting principles (“GAAP”), excluding gains (or losses) from sales or properties and extraordinary items as defined by GAAP, plus depreciation and amortization of real estate assets, and net of adjustments for the portion of these items related to unconsolidated entities and joint ventures.

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.

-END-