SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

                    INFORMATION TO BE INCLUDED IN STATEMENTS
                   FILED PURSUANT TO RULES 13d-1(b), (c), AND
                           (d) AND AMENDMENTS THERETO FILED
                                PURSUANT TO RULE
                                    13d-2(b)
                               (Amendment No. 1)*


                            Hersha Hospitality Trust

                         ------------------------------

                                (Name of Issuer)

                                  Common Stock

                         ------------------------------

                         (Title of Class of Securities)

                                    427825104

                         ------------------------------
                                 (CUSIP Number)

                                DECEMBER 31, 2006

             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

         Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

                                (x) Rule 13d-1(b)
                                ( ) Rule 13d-1(c)
                                ( ) Rule 13d-1(d)

----------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
                        (Continued on following page(s))



1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         Teachers Insurance and Annuity Association of America, as parent of
         each of the Reporting Persons.
         I.R.S. # 13-1624203

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                              (b) ( )


3.       SEC USE ONLY


4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         New York

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

         5.       SOLE VOTING POWER               59,500

         6.       SHARED VOTING POWER             144,555

         7.       SOLE DISPOSITIVE POWER          59,500

         8.       SHARED DISPOSITIVE POWER        144,555

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    204,555

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES ( )


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                     0.52%

12.      TYPE OF REPORTING PERSON

                                       IC



1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         Teachers Insurance and Annuity Association of America, for the benefit
         of the TIAA Real Estate Account
         I.R.S. # 13-1624203

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                              (b) ( )


3.       SEC USE ONLY


4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         New York

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

         5.       SOLE VOTING POWER               59,500

         6.       SHARED VOTING POWER             0

         7.       SOLE DISPOSITIVE POWER          59,500

         8.       SHARED DISPOSITIVE POWER        0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     59,500

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES ( )


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.15%

12.      TYPE OF REPORTING PERSON

                                       IC



1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         TIAA-CREF Investment Management, LLC
         I.R.S. #13-3586142

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                              (b) ( )


3.       SEC USE ONLY


4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

         5.       SOLE VOTING POWER               0

         6.       SHARED VOTING POWER             130,738

         7.       SOLE DISPOSITIVE POWER          0

         8.       SHARED DISPOSITIVE POWER        130,738

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    130,738

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES ( )


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                      0.33%

12.      TYPE OF REPORTING PERSON

                                       IA



1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         Teachers Advisors, Inc.
         I.R.S. # 13-3760073

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) ( )
                                                              (b) ( )


3.       SEC USE ONLY


4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

         5.       SOLE VOTING POWER               0

         6.       SHARED VOTING POWER             13,817

         7.       SOLE DISPOSITIVE POWER          0

         8.       SHARED DISPOSITIVE POWER        13,817

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     13,817

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES ( )


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                     0.04%

12.      TYPE OF REPORTING PERSON

                                       IA



Item 1(a).        NAME OF ISSUER:

                            Hersha Hospitality Trust

Item 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                           148 Sheraton Drive
                           Box A
                           New Cumberland, PA 17070

Items 2(a)-2(c).           NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND
                           CITIZENSHIP OF PERSONS FILING:

                           Teachers Insurance and Annuity Association of America
                           ("TIAA")
                           730 Third Avenue
                           New York, NY 10017
                           Citizenship: New York

                           TIAA-CREF Investment Management, LLC
                           ("Investment Management")
                           730 Third Avenue
                           New York, NY 10017
                           Citizenship: Delaware

                           Teachers Advisors, Inc. ("Advisors")
                           730 Third Avenue
                           New York, NY 10017
                           Citizenship: Delaware


Item 2(d).        TITLE OF CLASS OF SECURITIES:

                           Common Stock

Item 2(e).        CUSIP NUMBER: 427825104

Item 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
                  OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:


TIAA, AS PARENT OF EACH OF THE REPORTING PERSONS

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      (x)      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.

(e)      ( )      An investment adviser in accordance with Rule
                  13d-1(b)(1)(ii)(E).

(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.



(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the Investment
                  Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).




TIAA, FOR THE BENEFIT OF THE TIAA REAL ESTATE ACCOUNT

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      (x)      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.

(e)      ( )      An investment adviser in accordance with Rule
                  13d-1(b)(1)(ii)(E).

(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the Investment
                  Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).


INVESTMENT MANAGEMENT

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      ( )      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.

(e)      (x)      An investment adviser in accordance with Rule
                  13d-1(b)(1)(ii)(E).

(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the Investment
                  Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).




ADVISORS

(a)      ( )      Broker or dealer registered under Section 15 of the Exchange
                  Act.

(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)      ( )      Insurance Company as defined in Section 3(a)(19) of the
                  Exchange Act.

(d)      ( )      Investment Company registered under Section 8 of the
                  Investment Company Act.



(e)      (x)      An investment adviser in accordance with Rule
                  13d-1(b)(1)(ii)(E).

(f)      ( )      An employee benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F).

(g)      ( )      A parent holding company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G).

(h)      ( )      A savings association as defined in Section 3(b) of the
                  Federal Deposit Insurance Act.

(i)      ( )      A church plan that is excluded from the definition of an
                  investment company under Section 3(c)(14) of the Investment
                  Company Act.

(j)      ( )      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).



If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )

Item 4.           OWNERSHIP.

                  (a) Aggregate amount beneficially owned: 204,055 (See Exhibit
A)

                  (b) Percent of class: 0.52 %

                  (c) Powers of shares:

                           Sole Voting Power:                 59,500

                           Shared Voting Power:               144,555

                           Sole Dispositive Power:            59,500

                           Shared Dispositive Power:          144,555

Item 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

                  If this statement is being filed to report the fact that as of
                  the date hereof the reporting person has ceased to be the
                  beneficial owner of more than five percent of the class of
                  securities, check the following (x). See Exhibit A

Item 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                  PERSON.

                  Not Applicable

Item 7.           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
                  COMPANY.

                  Not Applicable

Item 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                  Not Applicable



Item 9.           NOTICE OF DISSOLUTION OF GROUP.

                  Not Applicable


Item 10.          CERTIFICATION.

                  By signing below I certify that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are held in the ordinary course of business and were not
                  acquired and are not held for the purpose of or with the
                  effect of changing or influencing the control of the issuer of
                  the securities and were not acquired and are not held in
                  connection with or as a participant in any transaction having
                  that purpose or effect.

                  SIGNATURE.

                  After reasonable inquiry and to the best of my knowledge and
                  belief, I certify that the information set forth in this
                  statement is true, complete and correct.

                  Date: February 14, 2007

                                                         TEACHERS INSURANCE AND
                                                         ANNUITY ASSOCIATION OF
                                                         AMERICA

                                                         By: /s/ Paul Szeto
                                                            ---------------
                                                         Paul Szeto
                                                         Managing Director

                                                         TEACHERS ADVISORS, INC.

                                                         By: /s/ Paul Szeto
                                                            ---------------
                                                         Paul Szeto
                                                         Managing Director

                                                         TIAA-CREF INVESTMENT
                                                         MANAGEMENT, LLC

                                                         By: /s/ Paul Szeto
                                                            ---------------
                                                         Paul Szeto
                                                         Managing Director



                                    EXHIBIT A


ITEM 5. OWNERSHIP.

Teachers Insurance and Annuity Association of America ("TIAA") presently holds
59,500 shares of Issuer's common stock for the benefit of TIAA Real Estate
Account, a separate account of TIAA. In addition, TIAA, as the parent of two
registered investment advisers, may be deemed to have indirect voting or
investment discretion over 144,555 shares of Issuer's common stock that are
beneficially owned by four registered investment companies--College Retirement
Equities Fund ("CREF"), TIAA-CREF Institutional Mutual Funds ("Institutional
Funds"), TIAA-CREF Mutual Funds ("Mutual Funds") and TIAA-CREF Life Funds ("Life
Funds")--whose investment advisers are TIAA-CREF Investment Management, LLC (in
the case of CREF) and Teachers Advisors, Inc. (in the case of Institutional
Funds, Life Funds and Mutual Funds), both of which are wholly owned subsidiaries
of TIAA. TIAA is reporting the combined holdings of these entities for the
purpose of administrative convenience. These shares were acquired in the
ordinary course of business, and not with the purpose or effect of changing or
influencing control of the Issuer. The filing of this statement should not be
construed as an admission that TIAA is, for the purposes of Sections 13 or 16 of
the Securities Exchange Act of 1934, the beneficial owner of these shares.