Ashford Hospitality Trust Inc - Amended Statement of Changes in Beneficial Ownership (4/A)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BENNETT ARCHIE JR	2. Issuer Name and Ticker or Trading Symbol ASHFORD HOSPITALITY TRUST INC [ AHT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chairman of the Board
(Last) (First) (Middle) 14185 DALLAS PARKWAY, SUITE 1100	3. Date of Earliest Transaction (MM/DD/YYYY) 3/21/2008
(Street) DALLAS, TX 75254 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 3/25/2008	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Limited Partnership Units	$0							⁽¹⁾	⁽¹⁾	Common Stock	2756028		2756028	I	See Footnote ⁽²⁾
Commmon Limited Partnership Units	$0							⁽³⁾	⁽³⁾	Common Stock	512500		512500	I	See Footnote ⁽³⁾

Explanation of Responses:
( 1)	As previously reported, these units are currently convertible into cash or, at the option of the Issuer, into shares of the Issuer's common stock on a 1-for-1 basis. These units have no expiration date.
( 2)	Held directly by 5820 General Partnership, a general partnership in which the Reporting Person has a pecuniary or controlling interest.
( 3)	Held directly by Ashford Financial Corp. The number of units reported reflect the Reporting Person's pecuniary interest in such entity. The Reporting Person hereby disclaims interest in all other securities of the Issuer held directly by Ashford Financial Corp. As previously reported, these units are currently convertible into cash or, at the option of the Issuer, into shares of the Issuer's common stock on a 1-for-1 basis. These units have no expiration date.

Remarks:
This amendment is filed to accurately reflect the total number of Common Limited Partnership Units held by the Reporting Person prior to the transactions reported in the original Form 4 and identify the direct owners of such units. Pursuant to general instruction 9(b) of Form 4, the Reporting Person is only amending and restating the incorrect line item of the original Form 4 and adding a separate line item in Table II. No other changes to the information reflected in the original Form 4 are necessary.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BENNETT ARCHIE JR 14185 DALLAS PARKWAY SUITE 1100 DALLAS, TX 75254	X		Chairman of the Board

Signatures
/s/ ARCHIE BENNETT, JR.		3/26/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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