AHT Ashford Hospitality Trust Inc

CUSIP NO. 044103109 13D/A Page 2 of 7



1 NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Archie Bennett, Jr.

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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
 (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS PF/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
 REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
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 |
 NUMBER OF |
 |
 SHARES |7 SOLE VOTING POWER 5,149,942
 |------------------------------------------------------
 BENEFICIALLY |
 |
 OWNED BY |8 SHARED VOTING POWER 0
 |------------------------------------------------------
 EACH |
 |
 REPORTING |9 SOLE DISPOSITIVE POWER 5,149,942
 |------------------------------------------------------
 PERSON |
 |
 WITH |10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
 REPORTING PERSON

 5,149,942
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 8.99%
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14 TYPE OF REPORTING PERSON

 IN
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CUSIP NO. 044103109 13D/A Page 3 of 7



 Schedule 13D
 ------------

EXPLANATORY NOTE: The Reporting Person owns approximately 8.99%
of the issued and outstanding shares of Common Stock. In
connection with the grant of an equity award (none of which is
currently convertible (or convertible within sixty (60) days)
into shares of Common Stock) to the Reporting Person by the
Issuer, the Reporting Person recalculated his ownership
percentage based on the number of shares of Common Stock
outstanding as of March 1, 2010, as reported in the Issuer's
Annual Report on Form 10-K for the fiscal year ended December 31,
2009, filed March 2, 2010. As a result of such recalculation,
the Reporting Person's ownership percentage, as reported in his
Statement on Schedule 13D filed February 17, 2009 (the "Original
13D"), had increased by more than one percent (1%) due, in large
part, to the Issuer's ongoing stock repurchase program. As a
result of the increase in the Reporting Person's ownership
percentage, the Reporting Person hereby amends and restates, in
its entirety, the Original 13D.

Item 1 Security and Issuer
 -------------------

 This Amendment No. 1 to Statement on Schedule 13D
("Amendment No. 1") relates to the common stock, par value $0.01
per share (the "Common Stock"), of Ashford Hospitality Trust,
Inc., a Maryland corporation (the "Issuer"), and is being filed
by Archie Bennett, Jr. (the "Reporting Person"). The principal
executive offices of the Issuer are located at 14185 Dallas
Parkway, Suite 1100, Dallas, Texas 75254.

Item 2 Identity and Background
 -----------------------

 (a) NAME. The name of the Reporting Person is Archie
Bennett, Jr.

 (b) BUSINESS ADDRESS. The business address of the Reporting
Person is 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

 (c) OCCUPATION AND EMPLOYMENT. The Reporting Person is
currently Chairman of the Board of the Issuer.

 (d) CRIMINAL PROCEEDINGS. During the last five years, the
Reporting Person has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

 (e) CIVIL PROCEEDINGS. During the last five years, the
Reporting Person has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which the Reporting Person was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.

 (f) CITIZENSHIP. The Reporting Person is a citizen of the
United States.


Item 3 Source and Amount of Funds or Other Consideration
 -------------------------------------------------

 The holdings reported by the Reporting Person herein consist
of (i) 1,591,414 shares of Common Stock held directly or
indirectly by the Reporting Person, (ii) 3,268,528 units of
limited partnership interests ("Common Units") in Ashford
Hospitality Limited Partnership, the Issuer's operating

CUSIP NO. 044103109 13D/A Page 4 of 7


subsidiary (the "Partnership"), and (iii) 290,000 special long-
term incentive partnership units in the Partnership ("LTIP Units"
and together with the shares of Common Stock and Common Units
held by the Reporting Person, the "Securities"). The Common
Units are convertible into cash or, at the option of the Issuer,
shares of Common Stock (currently on a 1-for-1 basis). Of the
LTIP Units held by the Reporting Person, 145,000 have achieved
economic parity with the Common Units and (subject to certain
time vesting requirements) are convertible, on a 1-for-1 basis,
into Common Units (which, as noted, are then convertible into
shares of Common Stock). The remainder of the LTIP Units have
not yet achieved economic parity with the Common Units. Unless
and until such parity is achieved, the LTIP Units cannot be
converted into Common Units or Common Stock. The Securities
reported herein were acquired by the Reporting Person in business
transactions between the Issuer and the Reporting Person (or
entities affiliated with the Reporting Person), director stock
grants and personal funds.

Item 4 Purpose of Transaction
 ----------------------

 The Reporting Person acquired the Securities for investment
purposes and not with a view toward or having the effect of
directing control over the Issuer. As a result of the Reporting
Person's position as Chairman of the Board of the Issuer, the
Reporting Person may effect a measure of control over the Issuer.
The Reporting Person will continue to evaluate his ownership and
voting position in the Issuer and may consider the following
future courses of action: (i) continuing to hold the Securities
for investment; (ii) converting LTIP Units into Common Units,
(iii) converting, at the option of the Company, some or all of
the Common Units into shares of Common Stock, (iv) disposing of
all or a portion of the Securities in open market sales or in
privately-negotiated transactions; or (v) acquiring additional
shares of the Securities in the open market or in privately-
negotiated transactions. The Reporting Person has not as yet
determined which of the courses of action specified in this
paragraph he may ultimately take. The Reporting Person's future
actions with regard to this investment are dependent on his
evaluation of a variety of circumstances affecting the Issuer in
the future, including the market price of the Common Stock, the
Issuer's business and the Reporting Person's investment
portfolio.

Other than as set forth above, the Reporting Person does not have
any plans or proposals that would result in any of the following:

 (a) the acquisition by any person of additional securities of
 the Issuer, or the disposition of securities of the Issuer;

 (b) an extraordinary corporate transaction, such as a merger,
 reorganization or liquidation, involving the Issuer or any of its
 subsidiaries;

 (c) a sale or transfer of a material amount of assets of the
 Issuer or any of its subsidiaries;

 (d) any change in the present Board of Directors or management
 of the Issuer, including any plans or proposals to change the
 number or terms of Directors or to fill any existing vacancies on
 the Board of Directors;

 (e) any material change in the present capitalization or
 dividend policy of the Issuer;

CUSIP NO. 044103109 13D/A Page 5 of 7

 (f) any other material change in the Issuer's business or
 corporate structure;

 (g) changes in the Issuer's charter, bylaws or instruments
 corresponding thereto or other actions which may impede the
 acquisition of control of the Issuer by any person;

 (h) causing a class of securities of the Issuer to be delisted
 from a national securities exchange or to cease to be authorized
 to be quoted in an interdealer quotation system of a registered
 national securities association;

 (i) causing a class of equity securities of the Issuer to become
 eligible for termination of registration pursuant to Section
 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

 (j) any action similar to any of those enumerated above.

Item 5 Interest in Securities of the Issuer
 ------------------------------------

 (a) AGGREGATE NUMBER AND PERCENTAGE OF SECURITIES. The
Reporting Person beneficially owns an aggregate of 5,149,942
shares of Common Stock (which includes 3,268,528 Common Units
that are presently convertible, at the option of the Issuer, into
shares of Common Stock), and 290,000 LTIP Units, collectively
representing approximately 8.99% of the Issuer's outstanding
Common Stock. [FN-1]

 (b) POWER TO VOTE AND DISPOSE. The Reporting Person has
the sole voting and dispositive power over the Securities
identified in response to Item 5(a) above; provided, however,
neither Common Units nor LTIPs have any voting power unless
converted into Common Stock, and they may only be converted into
shares of Common Stock at the option of the Issuer.

 (c) TRANSACTIONS WITHIN THE PAST 60 DAYS. On March 24,
2010, the Reporting Person received a grant from the Issuer of
145,000 LTIP Units, none of which currently are convertible into
Common Units or shares of Common Stock. Other than such grant
described above, the Reporting Person has not effected any
transactions in Securities within the 60-day period immediately
preceding the date hereof.

 (d) CERTAIN RIGHTS OF OTHER PERSONS. Not applicable.

 (e) DATE CEASED TO BE A 5% OWNER. Not applicable.




[FN-1] In addition to the Securities, the Reporting Person also
 directly holds Twenty Thousand (20,000) shares of the
 Issuer's 8.45% Series D Cumulative Preferred Stock which
 were acquired in open market transactions by the Reporting
 Person. The shares of 8.45% Series D Cumulative Preferred
 Stock are not convertible into shares of Common Stock.

CUSIP NO. 044103109 13D/A Page 6 of 7


Item 6 Contracts, Arrangements, Understandings or
 Relationships with respect to Securities of the Issuer
 ------------------------------------------------------

 Not applicable.

Item 7 Material to be filed as Exhibits
 --------------------------------

 None.

CUSIP NO. 044103109 13D/A Page 7 of 7




 SIGNATURE

 After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
statement is true, complete and correct.





Date: April 14, 2010

 /s/ ARCHIE BENNETT, JR.
 ---------------------------
 Archie Bennett, Jr.