November 16, 2018

VIA EDGAR

Division of Corporation Finance

Office of Real Estate and Commodities

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Sotherly Hotels Inc.

Sotherly Hotels LP

Form 10-K for the fiscal year ended December 31, 2017

Filed March 16, 2018

File No. 001-32379 (Inc.)

File No. 001-36091 (LP)

Form 8-K

Filed November 6, 2018

To Whom It May Concern:

In connection with the above-captioned Form 10-K (the “Form 10-K”) and Form 8-K (the “Form 8-K”) of Sotherly Hotels Inc. and Sotherly Hotels LP (together, the “Company”, “we”, “us” and “our”), we set forth below our responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) provided in the comment letter dated November 7, 2018 (the “Comment Letter”), relating to the Form 8-K.

We have included the Staff’s comments in the order presented in the Comment Letter and numbered according to the numbering scheme employed in the Comment Letter. Page numbers included in our responses refer to pages in the Form 8-K.

Form 8-K filed November 6, 2018

Exhibit 99.1, page 1

1. We note your presentation of guidance ranges for 2018. Given the lack of quantitative reconciliation between the GAAP and non-GAAP information, please clarify how your presentation satisfies the requirements outlined within Item 10(e)(1)(i)(A) of Regulation S-K. Reference is also made to Question 102.10 of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.

RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that the omission of quantitative reconciliation between the GAAP and non-GAAP information pursuant to Item 10(e)(1)(i)(A) of Regulation S-K was inadvertent. Corrected guidance, to comply with Comment #3 below, as well as the reconciliations are attached hereto as Exhibit A.

In its future Form 8-K reports where guidance is included, the Company will provide the reconciliation for non-GAAP guidance ranges pursuant to Item 10(e)(1)(i)(A) of Regulation S-K.

2. In arriving at Funds from operations, you start with Net income available to common stockholders. As a result, it appears Funds from operations is actually Funds from operations attributable to just common stockholders instead of all equity stockholders. In future periodic filings please re-title “Funds from operations” to the more appropriate “Funds from operations attributable to common stockholders”.

RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that it will comply in all future filings.

3. We note your calculation of EBITDA contains adjustments for items other than interest, taxes, depreciation and amortization. Please revise in future filings to ensure that measures calculated differently from EBITDA are not characterized as EBITDA and have titles that are distinguished from “EBITDA”, such as “Adjusted EBITDA”. Reference is made to Question 103.01 of the Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.

RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that it will comply in all future filings.

*    *    *

If you have any questions or comments regarding the foregoing, please contact the undersigned by phone at (757) 229-5648, by facsimile transmission at 757-564-8801 or by e-mail at tonydomalski@sotherlyhotels.com.

Very truly yours,

/s/ Anthony E. Domalski

Anthony E. Domalski

Chief Financial Officer

cc: Andrew M. Sims

David R. Folsom

Sotherly Hotels Inc.

Sotherly Hotels LP

Thomas J. Egan, Jr., Esq.

Baker & McKenzie LLP

EXHIBIT A

	Prior 2018 Guidance						Revised 2018 Guidance
	Low Range			High Range			Low Range			High Range
Total revenue		172,308			175,187			175,702			178,103
Net loss		(1,397	)		(931	)		(2,166	)		(1,754	)
Net loss attributable to common stockholders and unitholders		(7,177	)		(6,711	)		(7,995	)		(7,583	)
EBITDA		42,353			42,934			41,223			41,795
Hotel EBITDA		47,498			48,179			47,023			47,695
FFO available to common stockholders and unitholders		15,259			15,725			14,441			14,853
Adjusted FFO available to common stockholders and unitholders		15,874			16,490			15,444			16,056
Net loss per share attributable to the common stockholders	$	(0.47	)	$	(0.44	)	$	(0.52	)	$	(0.50	)
FFO per share and unit		1.00			1.03			0.94			0.97
Adjusted FFO per share and unit		1.04			1.08			1.01			1.05
RevPAR		104.74			105.59			103.44			104.27
Hotel EBITDA margin		27.5	%		27.6	%		26.8	%		26.8	%

Reconciliation of Outlook of Net Loss to EBITDA and Hotel EBITDA

	Prior 2018 Guidance						Revised 2018 Guidance
	Low Range			High Range			Low Range			High Range
Net loss		(1,397	)		(931	)		(2,166	)		(1,754	)
Interest expense		19,354			19,309			19,285			19,225
Interest income		265			300			340			360
Income tax (benefit) provision		800			925			425			625
Depreciation and amortization		23,331			23,331			23,339			23,339
EBITDA		42,353			42,934			41,223			41,795
Loss on early extinguishment of debt		40			40			753			753
(Gain) loss on disposal of assets		4			4			(4	)		(4	)
Gain on involuntary conversion of assets		(899	)		(899	)		(899	)		(899	)
Corporate general and administrative		6,000			6,100			5,950			6,050
Hotel EBITDA		47,498			48,179			47,023			47,695

Reconciliation of Outlook of Net Loss to FFO and Adjusted FFO

	Prior 2018 Guidance						Revised 2018 Guidance
	Low Range			High Range			Low Range			High Range
Net loss		(1,397	)		(931	)		(2,166	)		(1,754	)
Depreciation and amortization		23,331			23,331			23,339			23,339
(Gain) loss on disposal of assets		4			4			(4	)		(4	)
Gain on involuntary conversion of assets		(899	)		(899	)		(899	)		(899	)
FFO		21,039			21,505			20,270			20,682
Distributions to preferred stockholders		(5,780	)		(5,780	)		(5,829	)		(5,829	)
FFO available to common stockholders and unitholders		15,259			15,725			14,441			14,853
(Increase) decrease in deferred income taxes		575			725			250			450
Loss on early extinguishment of debt		40			40			753			753
Adjusted FFO available to common stockholders and unitholders		15,874			16,490			15,444			16,056