October 31, 2005

Mail Stop 4561

J. William Blackham
President, Chief Executive Officer and Director
Eagle Hospitality Properties Trust, Inc.
100 E. RiverCenter Blvd., Suite 480
Covington, KY 41011

 RE: Eagle Hospitality Properties Trust, Inc.
  Registration Statement on Form S-3 Filed October 3, 2005
  Supplemental Response provided October 26, 20005
  File No. 333-128799

Dear Mr. Blackham:

      This is to advise you that we have limited our review of the
above registration statement to 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 additional
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.


Selling Shareholder Table
1. We note your response to previous comment 2 and reissue the
comment.  Please file an amendment disclosing in tabular format
the
information required by Item 507.  Note that if you are unable to
determine the number of shares that any individual shareholder
will
sell, you should assume that the shareholder will sell all of the
shares offered for purposes of Item 507 disclosure.  You may also
include footnote disclosure explaining the cash value option and
disclosing that the number of common shares beneficially owned
prior
to the offering represents the number of units redeemable for
common
shares unless the Eagle Hospitality Properties elects to redeem
the
units for cash.
2. Please ensure that the tabular presentation of shares owned
before
the offering includes all shares beneficially owned and shares
that
the selling stockholder has the right to acquire within 60 days.
Refer to Rule 13d-3(d)(1)(i).  You may retain footnote disclosure
to
describe any shares for which the selling stockholder has
disclaimed
beneficial ownership; however, the tabular disclosure should still
include those shares.  Also include all shares that vested on
October
6, 2005.
3. Your response to prior comment 3 states that the correct number
of
shares being offered for resale is 4,031,334.  Please reconcile
this
number with the disclosure on page 36, which states that the
prospectus covers an additional 354,872 shares offered by the
selling
stockholders.  Also, please tell us why the number of shares that
you
are registering for a primary offering upon redemption of OP units
is
greater than 4,031,334.


* * *


  We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

 In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.


 Please direct any questions to Charito A. Mittelman at (202)
551-3402, or the undersigned at (202) 551-3780.



Sincerely,



Karen J. Garnett
Assistant Director



cc:  Michael O`Sullivan, Esq.  (via facsimile)








??

??

??

??

J. William Blackham
Eagle Hospitality Properties Trust, Inc.
October 31, 2005
Page 3