SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Schecter Michael D

(Last) (First) (Middle)
C/O DIAMONDROCK HOSPITALITY COMPANY
10400 FERNWOOD ROAD, SUITE 300

(Street)
BETHESDA MD 20817

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2005
3. Issuer Name and Ticker or Trading Symbol
DiamondRock Hospitality Co [ "DRH" ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 85,000 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit List: Exhibit 1 - Power of Attorney
/s/ Michael D. Schecter 05/25/2005
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                                                       Exhibit 1

                               POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Mark W. Brugger and
Michael D. Schecter, and each of them, signing singly, the undersigned's true
and lawful attorney-in-fact to:

(1)     execute for and on behalf of the undersigned, in the undersigned's
        capacity as a director, officer and/or stockholder of a class of
        securities of DiamondRock Hospitality Company (the "Company"), as the
        case may be, Forms 3, 4 and 5, and amendments thereto, in accordance
        with Section 16(a) of the Securities Exchange Act of 1934, as amended
        (the "Exchange Act"), and the rules thereunder;

(2)     do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, Form 4 or Form 5, or amendments thereto, and timely file such
        form with the Securities and Exchange Commission and any stock exchange
        or similar authority; and

(3)     take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be
        necessary or desirable in connection with the foregoing authority, it
        being understood that the documents executed by such attorney-in-fact on
        behalf of the undersigned, pursuant to this
 Power of Attorney shall be
        in such form and shall contain such terms and conditions as such
        attorney-in-fact may approve.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney may be filed with the
Securities and Exchange Commission as a confirming statement of the authority
stated herein.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 20th day of May, 2005.

/s/ Michael D. Schecter
Michael D. Schecter