SECURITIES AND EXCHANGE COMMISSION

FORM 8-K/A

PURSUANT TO SECTION 13 OR 15(d) OF THE

Date of Report (date of earliest event reported): September 2, 2004

ASHFORD HOSPITALITY TRUST, INC.

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))

EXPLANATORY NOTE: Pursuant to Item 9.01 of Form 8-K, this Current Report on Form 8-K/A amends the Registrant’s Current Report on Form 8-K for the event dated August 4, 2004, to include the historical financial statements and pro forma financial information required by Item 9.01 (a) and (b).

FORM 8-K/A

INDEX

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ITEM 2.01. ACQUISITION OR DISPOSITION OF ASSETS

On September 2, 2004, Ashford Hospitality Trust, Inc. (the “Company”) closed on its acquisition of nine hotel properties from Dunn Hospitality Group (“Dunn”) for approximately $62.0 million, which includes approximately $59.0 million in cash plus approximately $3.0 million worth of limited partnership units (333,333 units at $9.0 per unit). The purchase price was the result of an arms’ length negotiation. The nine acquired hotel properties are described below:

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ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS

REPORT OF INDEPENDENT AUDITORS

BOARD OF TRUSTEES AND SHAREHOLDERS
ASHFORD HOSPITALITY TRUST, INC.

We have audited the accompanying Combined Historical Summary of Revenue and Direct Operating Expenses (the Combined Historical Summary) of the Dunn Properties (as described in Note 1) for the year ended December 31, 2003. The Combined Historical Summary is the responsibility of Ashford Hospitality Trust, Inc.’s management. Our responsibility is to express an opinion on the Combined Historical Summary based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Combined Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Combined Historical Summary. An audit also includes assessing the basis of accounting used and significant estimates made by management, as well as evaluating the overall presentation of the Combined Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

The accompanying Combined Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the filing of a Form 8-K/A of Ashford Hospitality Trust, Inc. as described in Note 1, and are not intended to be a complete presentation of the Dunn Properties’ revenue and expenses.

In our opinion, the Combined Historical Summary referred to above presents fairly, in all material respects, the revenue and direct operating expenses described in Note 1 of the Dunn Properties for year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/  Holland Shipes Vann, P.C.

Atlanta, Georgia
October 1, 2004

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DUNN PROPERTIES

The accompanying notes are an integral part of these financial statements.

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DUNN PROPERTIES

1. ORGANIZATION AND BASIS FOR PRESENTATION

The accompanying Combined Historical Summaries of Revenue and Direct Operating Expenses (the “Combined Historical Summaries”) are comprised of the revenue and direct operating expenses of nine hotel properties (the “Dunn Properties”) managed by Dunn Hospitality Group Manager, Inc. during the year ended December 31, 2003 (audited) and the six month period ended June 30, 2004 (unaudited) as follows:

On September 2, 2004, Ashford Hospitality Trust, Inc. acquired the Dunn Properties for approximately $62.0 million, which consisted of approximately $59.0 million in cash and approximately $3.0 million worth of limited partnership units, which equates to 333,333 units based on the market price of the Company’s common stock on the date of issuance. The Combined Historical Summaries were prepared for the purpose of assisting management of Ashford Hospitality Trust, Inc. in complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the Combined Historical Summaries exclude certain items not comparable to the proposed future operations of the Dunn Properties such as mortgage interest expense, depreciation expense, hotel facility rent, corporate expenses, and interest income. Consequently, the Combined Historical Summaries are not representative of the actual operations of the Dunn Properties for the periods presented nor is it necessarily indicative of future operations.

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DUNN PROPERTIES
NOTES TO COMBINED HISTORICAL SUMMARIES OF REVENUE
AND DIRECT OPERATING EXPENSES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue and Direct Operating Expenses — Revenue is recognized as the related service is performed. Expenses are recognized when incurred. Other revenue consists primarily of revenue from meeting room rentals, long distance telephone services, and in-house movie and game services. Indirect expenses primarily consist of general and administrative, sales and marketing, property operations, and energy expenses.

Advertising and Promotion Costs — Advertising and promotion costs are expensed as incurred. For the six months ended June 30, 2004 and year ended December 31, 2003, total advertising and promotion cost was approximately $104,000 (unaudited) and $197,000, respectively.

Repairs and Maintenance Costs — Repairs and maintenance costs that do not extend the life of the related property are expensed as incurred.

Use of Estimates — The preparation of the Combined Historical Summaries in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Combined Historical Summaries and accompanying notes. Actual results could differ from those estimates.

3. LEASES

The Dunn Properties have entered into certain noncancelable operating leases for certain equipment. For the six months ended June 30, 2004 and year ended December 31, 2003, total rent expense was approximately $25,000 (unaudited) and $39,000, respectively. Future minimum lease payments under these leases as of June 30, 2004 and December 31, 2003 are as follows:

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DUNN PROPERTIES
NOTES TO COMBINED HISTORICAL SUMMARIES OF REVENUE
AND DIRECT OPERATING EXPENSES

4. MANAGEMENT AND FRANCHISE AGREEMENTS

All of the Dunn Properties are operated under management agreements with Dunn Hospitality Group Manager, Inc., a related party. Management fees are based on 6% of total revenue. These management agreements expire beginning in 2005 through 2008 and generally have renewal and termination options.

Each of the Dunn Properties is operated under a franchise agreement, which includes royalties, reservation fees, marketing fees, and property management system fees. In general, franchise fees are based on 7% to 8.75% of room revenue, and are included in indirect operating expenses in the accompanying Combined Historical Summaries of Revenue and Direct Operating Expenses. These franchise agreements expire beginning in August 2015 through February 2020 and require new franchise agreements upon any change in ownership. For the six months ended June 30, 2004 and year ended December 31, 2003, total franchise fees were approximately $1.1 million (unaudited) and $2.2 million, respectively.

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ASHFORD HOSPITALITY TRUST, INC.
CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS

Management has prepared the following pro forma financial statements, which are based on the historical consolidated financial statements of Ashford Hospitality Trust, Inc. (the “Company”) and adjusted to give effect to 1) the completion of the Company’s formation transactions and its initial public offering on August 29, 2003, 2) the acquisition of five hotel properties from FelCor Lodging Limited Partnership (the “FelCor Properties”) on October 8, 2003, and 3) the acquisition of four hotel properties from Noble Investment Group (the “Noble Properties”) on November 24, 2003, 4) the acquisitions of four individual hotel properties (the “Acquired Properties”) from each of JHM Ruby Lake Hotel, Ltd. (“JHM”), Huron Jacksonville Limited Partnership (“Huron”), BPG Hotel Partners V (“BPG”), and Household OPEB I, Inc. (“Household”), which closed on March 24, 2004, April 2, 2004, May 17, 2004, and July 7, 2004, respectively, 5) the acquisition of four hotel properties from Day Hospitality Group, Inc. (the “Day Properties”) on July 23, 2004, 6) the acquisition of nine hotel properties from Dunn Hospitality Group, Inc. (the “Dunn Properties”) on September 2, 2004, and the related interest expense associated with the $210.0 million term loan, net of debt reductions, which also closed September 2, 2004, and 7) additional interest expense associated with the $27.8 million mortgage note payable executed on December 24, 2004, the $60.0 million credit facility executed on February 5, 2004, the $9.7 million mortgage note payable executed on July 7, 2004, and the $19.6 million mortgage note payable executed on July 23, 2004, as if such debt instruments were outstanding the entire periods presented.

The Unaudited Pro Forma Consolidated Balance Sheet at June 30, 2004 has been prepared to reflect the acquisitions of the Acquired Properties that occurred after June 30, 2004, the Day Properties, and the Dunn Properties, as well as the completions of the $9.7 million mortgage note payable, the $19.6 million mortgage note payable, and the $210.0 million term loan, net of the related debt reductions associated with funds received from the $210.0 term loan, as if such transactions had occurred on June 30, 2004.

The Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2003 and the six-month period ended June 30, 2004 have been prepared to present the results of operations of the Company as if the following transactions occurred at the beginning of each period presented: the formation transactions and initial public offering, the acquisitions of the Felcor Properties, the Noble Properties, the Acquired Properties, the Day Properties, and the Dunn Properties, and the completions of the $27.8 million mortgage note payable, the $60.0 million credit facility, the $9.7 million mortgage note payable, the $19.6 million mortgage note payable, and the $210.0 million term loan, net of the related debt reductions associated with the completion of the $210.0 term loan.

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The following consolidated pro forma financial statements should be read in conjunction with the Company’s Form 8-K filed with the Securities and Exchange Commission on August 4, 2004, which announced the acquisition of the Dunn Properties, the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2003, which are incorporated by reference in the Company’s Form 10-K, filed March 29, 2004, and the Combined Historical Summary of Revenue and Direct Operating Expenses and Notes included elsewhere in this Form 8-K/A. In the Company’s opinion, all significant adjustments necessary to reflect the acquisitions have been made.

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Ashford Hospitality Trust, Inc.

The accompanying notes and management’s assumptions are an integral part of this consolidated pro forma balance sheet.

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Explanation of pro forma adjustments:

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Ashford Hospitality Trust, Inc.

     The accompanying notes and management’s assumptions are an integral part of this consolidated pro forma statement of operations.

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Explanation of pro forma adjustments:

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Ashford Hospitality Trust, Inc.

[Continued from above table, first column(s) repeated]

     The accompanying notes and management’s assumptions are an integral part of this consolidated pro forma statement of operations.

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Explanation of pro forma adjustments:

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EXHIBITS

23.1 Consent of Independent Auditors

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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 14, 2004

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