March 23, 2005

Mail Stop 0409

William W. McCarten
Chief Executive Officer
DiamondRock Hospitality Company
10400 Fernwood Road, Suite 300
Bethesda, Maryland  20817

Re:	DiamondRock Hospitality Company
      Registration Statement on Form S-11 Filed March 1, 2005
      Registration No. 333-123065

Dear Mr. McCarten:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note that you have disclosed that certain net proceeds will
be
used to repay existing indebtedness, purchase and renovate your
acquisition properties and renovate your initial properties.
Please
note that if a significant amount of the net proceeds are not
allocated to specific uses, your offering may constitute a "blind-
pool program."  Accordingly, in such event, you will be required
to
provide information substantially similar to the disclosures that
would be required under Industry Guide 5, including, among other
things, cover page risk factor disclosure, tabular use of proceeds
disclosure and prior performance information.  See Securities Act
Release 33-6900.

2. Supplementally, please provide us with any pictures, graphics
or
artwork that will be used in the prospectus.

3. Throughout the prospectus you reference and rely on certain
demographic and market data.  If the demographic and market data
upon
which you rely has been widely disseminated in non-subscription
publications or publications of general circulation like
newspapers
and magazine, please provide us with copies of the relevant
portions
of the publications that include the information consistent with
the
statements in the prospectus. These materials should be
appropriately
marked and dated and should refer to the page number on which they
are cited.  Alternatively, if such information is only available
to
customers or subscribers of the provider, please file a consent
from
the provider for the use of its name and the information
attributed
to it and name the provider as an expert in the prospectus.

Prospectus Cover Page

4. We note the disclosure regarding your intention to apply to
list
the shares on the NYSE.
Please refer to the note to Item 202 of Regulation S-K and advise
or
revise.

Prospectus Summary, page 1

5. We note your statement in the italicized introductory paragraph
that "References to "upper upscale," "upscale," "full service" and
"limited service" are to hotels classified in those categories by
Smith Travel Research, Inc."  Please revise the forepart of the
summary, in the non-italicized portion, to describe the criteria
used
to classify hotels in such categories.

6. Please revise the third paragraph to balance your disclosure
regarding your sourcing relationship with Marriott with disclosure
that other than precluding an agreement with another party to
receive
investment sourcing information, you have not entered into a
binding
agreement or commitment setting forth the terms of this sourcing
relationship and such relationship may be modified or terminated
at
any time by either party.

	Our Competitive Strengths, page 1

7. Please revise here and on page 61 to disaggregate the years of
experience of management.

8. Please provide supplemental support for your statement that
Marriott has provided you more than $1.9 billion of off-market
acquisition opportunities.
9. Please relocate the summary risk factors so that they appear
immediately after the discussion of your competitive strengths.

		Our Acquisition Properties, page 7

10. As acquisitions become probable, include their financial
statements as required by Rule 3-05 of Regulation S-X and expand
the
pro forma financial statements to include their effects.

Risk Factors, page 7

11. Please conform the summary risk factors to changes made in
response to our comments to the Risk Factor section.

Restrictions on Ownership of Our Stock, page 11

12. The definition of "person" in your charter appears to be more
restrictive than the requirements of the 5-50 rule as provided in
the
Code.  Consequently, please revise your disclosure that your
charter
limitations are "due to" the limitations imposed by the Code.

Risk Factors, page 18

13. We note your statement in the introductory paragraph that
"additional risks...not identified below may materially and
adversely
affect our business..."  Please revise your disclosure to omit the
reference to additional risks that are not described in the
prospectus.  You must disclose all known material risks.

14. Some of your risk factors fail to specifically state the risk
created by the referenced facts and circumstances.  For example:
* We cannot assure you that we will qualify, or remain qualified,
as
a REIT, page 18;
* We place significant reliance on technology, page 28; and
* Plans should consider ERISA risks of investing in our common
stock,
page 33.
Please review and revise each of your risk factors to state the
specific risk that will result from the facts you describe.

15. We note your statement on page 41 that you may retain
accumulated
earnings of your TRS lessees in those subsidiaries.  Please revise
to
provide disclosure regarding the risk that your decision to retain
accumulated earnings in the TRS subsidiaries will cause those
amounts
to be excluded from the 90% of REIT taxable income that is
required
to be distributed to shareholders.  Additionally, please make
conforming disclosure on page 41.

We were formed in May 2004 and commenced operations in July 2004
and
have a limited operating history. Our management has no prior
experience operating a REIT and limited experience operating a
public
company and therefore may have difficulty in successfully and
profitably operating our business, page 18.

16. This risk factor discusses multiple risks and should be
separated
into distinct risks presented under separate captions.  Your lack
of
an operating history makes it difficult for an investor to
evaluate
your historical performance.  Management`s lack of experience
operating a REIT and a public company creates risks regarding your
ability to execute your business plan.
Marriott may encourage us to enter into transactions or hotel
management agreements that are not in our best interests, page 20.

17. Please expand your discussion of this risk to explain why you
might agree to enter into transactions or agreements that are not
in
your best interest.
Our results of operations are highly dependent on the management
of
our hotel properties by third-party hotel management companies,
page
21

18. Please revise to disclose that the management agreements are
generally non-terminable.

19. We note your statement that in the event you need to replace
any
of your management companies, you may be required by the terms of
the
management agreements to pay substantial termination fees.  Please
tell us where you have included disclosure that quantifies the
substantial termination fees or revise to include it.

We will be subject to certain contractual obligations and
covenants
that may affect the value of our properties, page 21

20. Please revise to include each of the three risks discussed
under
separately captioned risk factor headings.

Future debt service obligations could adversely affect our
operating
results, may require us to liquidate our properties, may
jeopardize
our tax status as a REIT and limit our ability to make
distributions
to our stockholders, page 23

21. Please revise to quantify your outstanding debt and the
percentage of your aggregate property investment and repositioning
costs that this represents assuming the application of the net
proceeds from this offering to repay outstanding mortgage debt and
the acquisition of the hotel properties under contract.

We currently are negotiating with a number of financial
institutions
to obtain a secured revolving line of credit that may contain
financial covenants that could limit our operations and our
ability
to make distributions to our stockholders, page 23.

22. We note your statement that you are currently negotiating with
a
number of financial institutions to obtain a secured line of
credit.
Please supplementally tell us the status of any negotiations.
Provisions of our charter may limit the ability of a third party
to
acquire control of our company, page 33.

23. Please include in your discussion references to the ability of
your board of directors to amend the charter to increase your
authorized share amount and the advance notice provisions of your
bylaws.
Use of Proceeds, page 40

24. Please modify your disclosure to identify each business to be
acquired from the proceeds of this offering.  In addition, to the
extent you require additional funds through mortgage debt or other
borrowings to complete these acquisitions, state the amount and
sources of such funds for each of the acquisitions.  Refer to Item
504 of Regulation S-K.

25. Please revise the disclosure to clarify when the net proceeds
will be used to repay indebtedness as described.  For example, it
may
not be clear to an investor whether the "prepayable without
penalty"
dates referenced are the dates on which the operating partnership
intends to repay the debt or the dates when it may repay the debt
without penalty.

26. The maturity dates cited for The Lodge at Sonoma and Courtyard
Manhattan indebtedness are inconsistent with the table on page 53.

27. With respect to the net proceeds to be used for renovations of
your acquisition properties and initial properties, please
identify
the amounts that have already been contributed to escrow accounts
for
these purposes.

Dividend Policy and Distributions, page 41

28. Please disclose whether or not you have declared or paid any
dividends.  Refer to Item 201 of Regulation S-K.

29. Please disclose that you expect to generally distribute all
non-
REIT earnings during 2005 in addition to satisfying the REIT
distribution requirements and that in your first taxable year
ended
December 31, 2004, you had approximately $2.3 million of non-REIT
earnings and profits.

30. Please revise to state that your cash available for
distributions
may be less than 90% of your REIT taxable income, which could
require
you to sell assets or borrow funds in order to make distributions.

31. We note your disclosure that your ability to make
distributions
to your stockholders will depend, in part, upon your receipt of
distributions from your operating partnership, which will depend
upon
receipt of lease payments from TRS.   Please revise your
disclosure
to indicate whether or not there are any restrictions on the
ability
of your TRS to make distributions to you.

Capitalization, page 42

32. Please clarify whether the adjustments will include any debt
incurred with respect to the probable acquisitions.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 48

	Overview, page 48

33. The "Management`s Discussion and Analysis of Financial
Condition
and Results of Operations" section should present an analysis of
the
company`s business as seen through the eyes of management,
including
known trends, demands and commitments that may impact future
financial condition or operating performance.  Please expand your
introductory disclosure to provide an analysis of these issues and
other items which management believes may have a material impact
on
your future financial condition or operating performance.  For
example, please consider discussing industry-wide factors used by
management, insight into material opportunities, challenges and
risks
over both the short and long-term, competitive conditions and any
other material trends.  For additional guidance, refer to Item 303
of
Regulation S-K and Commission Release No. 33-8350 (Dec. 19, 2003).

Results of Operations, page 50

34. We note from your disclosure on page 51 that "hotel operating
expenses during the period include $8,371,609 of non-cash ground
rent
expense".  Please advise us where this is included in your
statement
of operations on page F-13.  If you are referring to your pro
forma
statements of operations for the year ended December 31, 2004,
please
revise your disclosure to clarify.

Liquidity and Capital Resources, page 52

35. Please modify your disclosure to include the amounts or ranges
involved in connection with your anticipated secured revolving
credit
facility.

36. Upon execution of a commitment letter or term sheet with
respect
to your pending credit facility, please disclose the material
covenants.

Outstanding Debt, page 53

37. We note your disclosure regarding the prepayment penalties on
the
Bethesda Marriott debt.  Please provide similar disclosure for the
Salt Lake City Marriott and Marriott Griffin Gate debt.

Hotel Industry, page 57

38. Please supplementally advise us why you have not provided
industry data specific to the chain segments you intend to target.

Our Business, page 61

39. Please provide disclosure regarding the composition of the
different hotel chain segments.

40. Please define "key money."  Please include disclosure on the
circumstances, if any, under which you would have to reimburse key
money payments.  Please provide similar disclosure regarding
monetary
"contributions" by Marriott for furniture or other items.

41. Please provide the disclosure regarding promoters required by
Item 11 of Form S-11, including the names of the promoters and the
positions and offices with the registrant now held or intended to
be
held by each such promoter.

Our Competitive Strengths, page 61

42. In your discussion of the off-market opportunities provided by
Marriott and Marriott`s facilitation of the acquisition of four of
your initial seven properties, please disclose the number of
properties purchased directly from Marriott.

43. Please revise to further explain how you calculated the RevPAR
premium indices.  Please disclose a representative sample of the
hotels in the competitive set.

44.  In the discussion of your "proven acquisition capability,"
please disclose the source of the investment opportunity and the
type
of seller in each of your seven property acquisitions.

Insurance, page 66

45. Please disclose whether you maintain terrorism insurance.

Our Properties, page 67

46. Please modify your summary table on page 67 and 68 to include
the
effective dates you acquired each of these properties.

47. We note your reference to net operating income for Torrance
Marriott and Courtyard Manhattan/Fifth Avenue.  Please remove any
reference to net operating income since this is a non-GAAP measure
that is not reconcilable to a GAAP measure.

48. We note that you assumed ground leases associated with your
acquisition of Salt Lake City Marriott Downtown, Marriott Griffin
Gate Resort, Bethesda Marriott Suites and Courtyard
Manhattan/Fifth
Avenue.  Since this represents a material obligation to you,
please
expand your disclosure to include the relevant terms of your lease
agreements, including details on any favorable buy-out options,
and
future maturities of your lease obligation with respect to each
property.

49. Please describe the competitive conditions for each of your
properties.  We note you have listed the competitor hotels.  Refer
to
Item 14(e) of Form S-11.

50. Please provide the information required by Item 15(h) of Form
S-
11 with respect to your individually significant properties.

51. Please provide supplemental support for your statement
regarding
hotel room supply growth in Los Angeles.

52. Please clarify your statement that Marriott key money assisted
your bid to purchase the Torrance Marriott and Salt Lake City
Marriott from Host Marriott.  It may not be clear to an investor
how
payments by Marriott improved your bid to purchase hotels from
Marriott.

53. Please disclose the purpose for the renovation program at the
Marriott Griffin Gate.

Mortgage Debt, page 78

54. Please conform this table to changes made to the table on page
53.

Our Acquisition Properties, page 79

55. In addition to the information proposed to be included in the
tables, please provide the additional information required by Item
14
and 15 of Form S-11 with respect to your probable acquisitions.

Our Principal Agreements, page 80

	Our Ground Lease Agreements, page 88

56. Please describe the annual rent obligations for each of the
ground leases.

Management, page 89

57. Please provide the most recent five years of business
experience
for Messrs. Grafton and Ray and Ms. McAvey.  Refer to Item 401(e)
of
Regulation S-K.

Liability, Exculpation and Indemnification, page 98

58. Please disclose the director and officer insurance maintained
on
behalf of your directors and officers.

Certain Relationships and Related Transactions, page 100

59. Please disclose, if applicable, the information required by
Instruction 5 to Item 404(a) of Regulation S-K with respect to the
properties acquired from Marriott.

60. Please revise to disclose the cost to Marriott of the 3
million
shares issued in July 2004 and the value of the shares based on
the
midpoint of the range.

61. Please revise to include disclosure of your principal
agreements
here rather than cross-referencing them to another section.

62. Please revise to disclose the purpose for the space you lease
from Marriott.

63. Please revise to disclose the nature of the potential
conflicts
referenced in the section on your agreements with your senior
executive officers and certain directors.

Institutional Trading of our Common Stock, page 106

64. Please disclose the number of holders of your shares.  Refer
to
Item 201 of Regulation S-K.

Selling Stockholders, page 108

65. We note you have not identified your selling stockholders.
With
regard to any selling stockholders who are non-natural persons,
please identify all selling shareholders who are registered
broker-
dealers or affiliates of broker-dealers.  Additionally, tell us if
the broker-dealer received the securities as underwriting
compensation.  Please note that a registration statement
registering
the resale of shares being offered by broker-dealers must identify
the broker-dealers as underwriters if the shares were not issued
as
underwriting compensation.

66. Please describe how the selling stockholders acquired their
securities.

Lock-up Agreements, page 111

67. Please disclose the terms of Mr. Mahoney`s lock-up agreement.

68. Please provide additional disclosure regarding the parties to
the
lock-up agreements and the ability of the provisions to be waived.

Description of Capital Stock and Certain Material Provisions of
Maryland Law, Our Charter and Bylaws, page 112

69. We note that you state that all shares offered by this
prospectus
will be duly authorized, fully paid and nonassessable.  Since this
is
a legal conclusion, you do not appear qualified to render such
opinion.  If based on an opinion of counsel, please revise to so
state.

Certain Provisions of Maryland Law and of Our Charter and Bylaws,
page 115

70. Please summarize the advanced notice procedures of your
bylaws.

Underwriting, page 140

71. Please clarify whether the total expenses paid by you in the
offering include the amounts reimbursed to the underwriters.

72. We note that the underwriter has reserved shares for sale
directly to your directors, employees and other persons.
Supplementally, describe the mechanics of how and when these
shares
are offered and sold to investors in this directed share program.
For example, tell us how you will determine the prospective
recipients and number of reserved shares.  Tell us how and when
you
and the underwriters notified the directed share investors,
including
the types of communication used.  Disclose whether the
underwriters
or the company are using electronic communications or procedures,
such as e-mail.  Provide us with any materials given to potential
purchasers.

Discuss the procedures these investors must follow in order to
purchase the offered securities, including how and when the
underwriter or the company receives communications or funds.  In
this
regard describe the process for confirmation and settlement of
sales
to directed share purchasers.  Are directed share purchasers
required
to establish accounts before the effective time, and if so, what
if
any funds are put in newly established brokerage accounts before
the
effective date?  What relationship, if any, do any funds deposited
into new accounts have to the expected price for the shares being
allocated to the directed share purchaser?  How do the procedures
for
the directed share program differ from the procedures for the
general
offering to the public?

73. When known, please revise to identify the members of the
underwriting syndicate that will engage in electronic
distributions.
Supplementally, please confirm that those underwriters have
cleared
their online offering procedures with the staff.  If not, please
provide a more detailed description of their online offering
procedures, including screen shots and drafts of any
communications
those underwriters propose to use in the electronic distribution.

74. Please include a description of the prior relationship between
you and the underwriter.  Refer to Item 508(a) of Regulation S-K.
In
addition, please describe any rights to nominate or designate
members
of the board of directors.  Refer to Item 508(f) of Regulation S-
K.
We note that one of your directors is affiliated with the
underwriter.

Financial Statements

Unaudited Pro Forma Consolidated Balance Sheet, pages F-5 - F-6

75. Please revise the pro forma financial statements to present
separate columns for each of your probable acquisitions referred
to
on page 79, if any, and label each column according to the
property
acquired, or provide detailed, transparent disclosure for each
probable acquisition (e.g., in a combining table) in the
applicable
note that then ties to the aggregated adjustment in the financial
statements.  Your pro forma adjustments should include your
calculation, including any non-cash portion, and allocation of the
purchase price and the effects of additional financing necessary
to
complete the acquisition.

Note A, page F-6

76. Please advise us whether the deferred incentive management
fees
referred to on page F-43 were assumed in connection with this
acquisition.

Unaudited Pro Forma Consolidated Statement of Operations, pages F-
7 -
F-10

Note D, page F-9

77. Please modify your disclosure to include the effective dates
of
each of your acquisitions.

Note E, page F-9

78. Please disclose the amortization periods and method used in
estimating the additional depreciation and amortization expense.

Note F, page F-9

79. The pro forma adjustment to corporate expenses should
represent
management`s best estimate of what corporate costs would have been
had the acquisitions and the offering occurred as of the beginning
of
the year presented.  The information should clarify that it is
forward looking and material assumptions should be explained in
the
note.  The limitations of the pro forma information should be
explained.  The penultimate paragraph on page F-9 should be
similarly
revised.

Note H, page F-9

80. Please advise us of, and disclose, if you are using current
interest rates, or interest rates for which you have a commitment.
If actual interest rates in the transaction can vary from those
depicted, disclose the effect on income of a 1/8 percent variance
in
interest rates.  Also, please advise us, and disclose, if
management
has determined that the interest rate used is reasonable.

Note J, page F-10

81. Please exclude from the calculation of earnings per share,
common
shares whose proceeds will be used for general corporate purposes
(i.e. working capital).

DiamondRock Hospitality Company
Financial Statement and Notes, pages F-11 - F-29

Note 6, Income Taxes, pages F-21 - F-22

82. We note that you plan to record an expense to write-off your
deferred tax asset upon REIT status election during the first
quarter
of 2005.  We also note that you purchased the Sonoma hotel from
Marriott for 60% of the original construction cost.  Clarify to us
if
the price you paid for this property differed from fair value. If
so,
tell us what other elements were included in the transfer and how
you
accounted for them. In addition, please advise us of, and
disclose,
the amount you plan to record as a deferred tax liability
associated
with the built-in gain on your properties, if any.

Note 10, Acquisitions, pages F-27 - F-28

83. Please modify your disclosure to include the periods covered
by
ground leases with respect to each of your properties, as
applicable.

84. We note on page 73 that your ground lease runs through 2033,
with
extensions, and contains a favorable buyout right beginning at the
end of the current renewal term in 2008 and on any renewal date
thereafter.  Please advise us how you considered this favorable
buyout right in your assessment of paragraph 7(b) of SFAS 13.

Schedule III - Real Estate and Accumulated Depreciation, page F-29

85. Please advise us of the principal differences in amounts
reported
here compared to amounts reported in your balance sheet and in
Note 3
on page F-19.

Courtyard by Marriott Midtown East
Financial Statements and Notes, pages F-30 - F-36

86. We note that your audited financial statements exclude certain
assets, liabilities and expenses and therefore, they are not a
complete presentation of the financial position and results of
operations of the hotel.  Please advise us how you consider these
financial statements to meet the requirements of Rule 3-05 of
Regulation S-X.

Part II. Information Not Required in Prospectus

	Item 33.  Recent Sales of Unregistered Securities

87. The reference to the aggregate proceeds of the private
offering
is inconsistent with the prior paragraph.  Please reconcile.  In
addition, please specify the amount of shares purchased by
Marriott.

Exhibits

88. Please file copies of your legal and tax opinions or provide
us
with drafts of these opinions so that we have an opportunity to
review them.  Please also file any material agreements required to
be
filed under Item 601 of Item S-K.

*  *  *  *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Josh Forgione at (202) 824-5464 or Linda van
Doorn, Senior Assistant Chief Accountant, at (202) 942-1964 if you
have questions regarding comments on the financial statements and
related matters.  Please contact Michael McTiernan, Attorney-
Advisor,
at (202) 824-5445, or me at (202) 942-1766 with any other
questions.



Sincerely,



Elaine Wolff
Branch Chief



cc:	Gilbert G. Menna (via facsimile)
	Goodwin Proctor LLP

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DiamondRock Hospitality Company
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