February 17, 2006


Mail Stop 4561

Mr. Anthony B. Waters
Chief Financial Officer
InnSuites Hospitality Trust
InnSuites Hotels Centre
1615 E. Northern Avenue, Suite 102
Phoenix, Arizona 85020

Re:	InnSuites Hospitality Trust
	Form 10-K for the year ended January 31, 2005
      Form 10-Q for the quarter ended April 30, 2005
      Form 10-Q for the quarter ended July 31, 2005
      Form 10-Q for the quarter ended October 31, 2005
	File No. 1-07062

Dear Mr. Waters:

      We have reviewed your response letter dated February 13,
2006
and have the following additional comment.  In our comment, we ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-Q for the quarter ended July 31, 2005

Consolidated Financial Statements

Note 6 - Sale of Hotel Property, page 9

1. We have read your response and supplemental schedule provided
to
us in connection with prior comment 1.  Please file the
supplemental
schedule as correspondence on EDGAR.  As it relates to your
proposed
accounting treatment, we would not object to your accounting for
the
gain on sale of the Phoenix hotel as income provided that the
appraised value of the property is considered to be a reliable
estimate of the fair value of the property and provided that your
management and licensing agreements which are based on a
percentage
of revenue and paid monthly approximates market value.  Refer to
paragraph 31 of SFAS 66.  This position is also based on the
presumption that there are no other forms of continuing
involvement
as discussed in SFAS 66 that would preclude gain recognition.
Please
advise us.

*    *    *    *

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your response to our
comment
and provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR.  Please understand that we may have additional comments
after
reviewing your response to our comment.

      You may contact Rachel Zablow, Staff Accountant at (202)
551-
3428 or the undersigned at (202) 551-3498 if you have questions.



						Sincerely,



Linda van Doorn
Senior Assistant Chief Accountant

Mr. Anthony B. Waters
InnSuites Hospitality Trust
February 17, 2006
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