SecProbe.io

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      January 28, 2005

Mail Stop 0409

Thomas W. Kitchin
Chairman and Chief Executive Officer
Jameson Inns, Inc.
8 Perimeter Center East, Suite 8050
Atlanta, GA  30346-1604

Re:	Jameson Inns, Inc.
      Form S-3 filed September 15, 2004
      File No. 333-119016

Dear Mr. Kitchin:

	We have limited our review of your filing to the legal
disclosure in the registration statement, and we have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note that you have separated the aspects of your Frequent
Guest
Loyalty Program from the voluntary stock purchases directly from
the
company, which you have made the subject of separate a prospectus.
Please revise to indicate whether you will distribute both
prospectuses to each participant in your Frequent Guest Loyalty
Program.  Also, please revise the cover page of each prospectus to
clarify that the two offerings are concurrent.

2. You indicate in your response to our comment no.1 that your
Plan
Administrator will track all "returned" emails which indicate that
an
email was not received by the intended recipient.  You also
indicate
that the Plan Administrator will then place in first class mail a
written notice to each participant informing him or her of the
availability of the document on-line, noting the failure of the
delivery of the notification email and requesting that the
participant`s email address be updated.  In order to fulfill your
delivery obligations you must mail paper copies of offering
documents
to participants when electronic delivery fails.  As such, please
supplementally confirm that you will mail paper copies of offering
documents to participants when electronic delivery fails.

3. Refer to comment no. 2.  Will the prospectus that is linked in
your emails be the final prospectus (i.e., with price
information)?
If not, please explain how and when these documents will be
delivered
and provide us with your analysis as to whether the monthly
statement
complies with Section 5(b)(1) of the Securities Act.

4. We note your response to our comments nos. 2 and 3.  We also
note
the disclosure in your prospectus that as a condition to enrolling
in
the Program, the participants are required to consent to the
delivery
of your annual reports, proxy statements, prospectus supplements
and
other documents electronically.  Please provide further analysis
of
why you believe it is appropriate to require participants in the
program to consent to electronic delivery of all future
communications, rather than limiting consent to materials related
to
this offering.  Your analysis should also address the provision
that
would permit Jameson Inns to liquidate investors with fewer than
100
shares if those investors revoke consent to electronic delivery.

5. We note your response to our comment no. 4.  You indicate that
if
the participant revokes his or her consent to electronic delivery
and
the company elects to terminate his or her participation in the
program the participant will be notified of the termination by
mail.
Please revise your disclosure to describe your delivery procedures
in
the event that the participant revokes his or her consent to
electronic delivery and the company does not elect to terminate
his
or her participation in the program.

6. We note your response to our comment no. 6.  Your response
indicates that the monthly statement will be sent by e-mail from
the
Program Administrator after the purchases have been complete.  We
also note your revised disclosure at the bottom of page 19 that
indicate that monthly statements will be sent by the 20th day of
the
following month.  Supplementally, tell us if these are the same
monthly reports or will you send out separate purchase
confirmations.
Regardless, provide us with your analysis to support your belief
that
the monthly statements you will provide to each participant are
sufficient for satisfying delivery of confirmation requirements in
Exchange Act Rule 10b-10.

7. Please supplementally provide us with a specific analysis on
how
you believe that the screen shots, brochure, lobby sign and any
other
material used in the offering comply with Section 5.  If you
intend
to rely on Rule 134, you should provide a specific analysis as to
how
the relevant material complies with the conditions of the Rule and
revise the materials to comply with the applicable conditions of
the
Rule.  If you are not relying on Rule 134, you should address how
you
have concluded that the writings are not prospectuses.

8. Please revise your enrollment form to more clearly describe the
delivery procedures associated with the participant`s consent.
Also,
describe the consequences of revoking consent to electronic
delivery.

9. Please tell us whether or not the information solicited on the
forms and described in the prospectus about age, net worth,
income,
etc. are used for suitability purposes.  Further, tell us how
Brinson
Patrick securities will make suitability determinations and the
criteria that they will apply.

10. You indicate in the prospectus that there will be a $3.00
processing fee for sales made during the first week of each
calendar
quarter and a $15.00 processing fee for sales made at other times.
Does the processing fee include a commission?  If so, specifically
revise throughout to disclose the commissions or range of
commissions
that investors are expected to pay.

*  *  *  *

      No further review of the registration statement has been or
will be made.  As appropriate, please amend your registration
statement in response to these comments.  You may wish to provide
us
with marked copies of the amendment to expedite our review.
Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Jeffrey A. Shady, at (202) 942-1901, or me at
(202) 942-1960 with any questions.

Sincerely,

Karen J. Garnett
Assistant Director

cc:	Lynnwood R. Moore, Esq. (via facsimile)
	Connors & Winters, P.C.
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Jameson Inns, Inc.
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