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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): November 10, 2004

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   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:

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

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

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

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

 


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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURE
Third Quarter 2004 Earnings Press Release
Third Quarter 2004 Earnings Conference Call Transcript


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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 10, 2004, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2004. A copy of the press release is attached hereto as Exhibit 99.45. On November 11, 2004, the Company held an earnings conference call for its third quarter ended September 30, 2004. A copy of the conference call transcript is attached hereto as Exhibit 99.46.

The information in this Form 8-K and Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits

99.45   Third Quarter 2004 Earnings Press Release of the Company, dated November 10, 2004.
 
99.46   Third Quarter 2004 Earnings Conference Call Transcript of the Company, dated November 11, 2004.

 


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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: November 12, 2004

         
  ASHFORD HOSPITALITY TRUST, INC.
 
 
  By:   /s/ DAVID J. KIMICHIK    
    David J. Kimichik   
    Chief Financial Officer