Securities Exchange Act of 1934
Sections 12(g) and 12(h)

November 8, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if BH Lodging stops filing periodic and current reports under the Securities Exchange Act of 1934, including its Form 10-Q for the quarter ended September 30, 2006. We note that BH Lodging has already filed post-effective amendments removing from registration unsold securities under its registration statements on Form S-3 and Form S-8. We assume that, consistent with the representation made in your letter, BH Lodging will file a notice on Form 15 making appropriate claims under Exchange Act rule 12h-3 before the due date for its next Exchange Act report.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/bhlodging110806.htm