SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 17, 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))

Table of Contents

ITEM 7.01 REGULATION FD DISCLOSURE

On December 17, 2004, Ashford Hospitality Trust, Inc. (the “Company”) issued a press release announcing that its Board of Directors declared a dividend for its fourth quarter ended December 31, 2004, of approximately $0.5878 per fully-diluted share, for the Company’s 8.55% Series A Cumulative Preferred Stock. The dividend is payable January 18, 2005, for shareholders of record on December 31, 2004. The total dividend reflects a partial dividend of $0.0534 per fully-diluted share for the period from September 22 to September 30, 2004, and the regular quarterly preferred dividend of $0.5344 per fully-diluted share. A copy of the press release is attached hereto as Exhibit 99.49 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

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: December 20, 2004