April 29, 2005


Mail Stop 0409

VIA U.S. MAIL AND FAX (602) 678-0281

Mr. Anthony B. Waters
Chief Financial Officer
InnSuites Hospitality Trust
InnSuites Hotels Centre
1615 E. Northern Avenue, Suite 102
Phoenix, AZ  85020

Re:	InnSuites Hospitality Trust
Item 4.02 Form 8-K
Filed January 7, 2005
File No. 001-07062

Dear Mr. Waters:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comment(s).

1. We note that you intended to file restated financial statements
on
or about January 26, 2005. However you have not filed restated
financial statements for the year ended January 31, 2004.  Please
tell us when you intend to file restated financial statements. We
may
have further comment after you file the restated financial
statements.


*  *  *  *

	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.

	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 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
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Josh Forgione, at (202) 824-5464, or me, at
(202) 824-5222, if you have questions. Please respond to the
comments
included in this letter within five business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

							Sincerely,



Steven Jacobs
      Accounting Branch Chief

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InnSuites Hospitality Trust
April 29, 2005
Page 1