20549-0409


December 14, 2004


Mr. Andrew M. Sims
President
MHI Hospitality Corporation
814 Capitol Landing Road
Williamsburg, Virginia 23185

Re:	MHI Hospitality Corporation
	Amendment No. 5 to Form S-11 filed December 13, 2004
	File No.  333-118873

Dear Mr. Sims:

      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.

Exhibits
1. We note your response to Comment 5 with respect to all material
exhibits and schedules. We note, however, that you have not filed
Schedule I to Exhibits 10.6 and 10.7.  Please revise or advise.

Exhibit 1.1-Underwriting Agreement
2. We note disclosure on page 31 of Exhibit 1.1 indicating that
the
obligations of the underwriters are subject to termination if,
among
other things, there is "any change in the United States or
international financial markets." This language appears to be an
inappropriate market out clause. Please revise to delete it, or
advise us why you believe this language may appropriately be
retained.

Exhibit 8.1-Opinion of Baker and McKenzie
3. The assumption at number two on page 5 does not appear to be an
appropriate assumption, but rather a fact which counsel can
ascertain. Please revise to remove this assumption from the tax
opinion, or revise to limit the assumption to parties other than
MHI.

General

      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 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 Howard Efron at 202-824-5347 or Donna Di
Silvio, Accounting Branch Chief, at 202-942-1852 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Paul Fischer at 202-942-1903 or the
undersigned at 202-942-2987 with any other questions.


      			Sincerely,


      			Peggy Kim
      			Senior Counsel



cc:	Thomas J. Egan, Esq.
	Baker & McKenzie LLP
	by facsimile, 202-452-7074

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MHI Hospitality Corporation
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