UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):   APRIL 1, 2005


                            HERSHA HOSPITALITY TRUST
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             MARYLAND                    001-14765               251811499
             --------                    ---------               ---------
  (State or other jurisdiction    (Commission File Number)     (IRS Employer
        of incorporation)                                    Identification No.)


                          510 WALNUT STREET, 9TH FLOOR
                        PHILADELPHIA, PENNSYLVANIA 19106
                            (Address and zip code of
                          principal executive offices)

       Registrant's telephone number, including area code: (215) 238-1046

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

[ ]  Written  communications  pursuant  to  Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting  material  pursuant  to  Rule  14a-12  under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to  Rule  13e4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 2.01.     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

     On April 1, 2005, Hersha Hospitality Limited Partnership closed on the
acquisition of 100% of the membership interests in Brisam Hotel LLC, a New York
limited liability company, the owner of the Hampton Inn Herald Square in New
York, New York.  The purchase price for the hotel was $31,300,000.00 (which
includes the assumption of debt in the amount of $16,500,000 from Merrill Lynch
Capital).  HHMLP Herald Square, LLC will continue to manage the hotel.

     Hasu P. Shah was the sole managing member of Brisam Hotel LLC and is Hersha
Hospitality Trust's Chairman of the Board and Chief Executive Officer.  In
determining the purchase price, Hersha obtained an independent appraisal of the
membership interests in Brisam Hotel LLC and an agreed upon procedures report
prepared by an independent accounting firm.  The acquisition was approved by the
Acquisition Committee of the Board of Trustees, which is comprised solely of
Independent Trustees, and thereafter by the full Board of Trustees, including
all Independent Trustees.  The sources of funds used in the acquisition include
the assumption of debt, cash from operations, and cash from the proceeds of the
equity offering by Hersha Hospitality Trust in September 2004.

     A copy of the Purchase Agreement was filed as Exhibit 10.3 to the Current
Report on Form 8-K filed by Hersha Hospitality Trust on March 8, 2005.



                                    SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                          HERSHA  HOSPITALITY  TRUST

Date:  April  5,  2005                    By:  /s/Ashish  R.  Parikh
                                             ----------------------------------
                                                  Ashish R. Parikh
                                                  Chief Financial Officer