SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      April 7, 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.

	This letter supplements our comment letter dated January 28,
2005.  Please simultaneously respond to both letters.

General

1. Please refer to your supplemental analysis dated December 30,
2004
regarding our prior comment no. 5.  Please expand your analysis to
discuss what role, if any, the employees of franchised hotels
would
play with respect to the award plan.  If they would perform a role
similar to that of issuer employees, please discuss whether they
would be required to register as broker-dealers and whether they
would be relying on an exemption from broker-dealer registration.

2. Please revise to clarify whether or not you will engage a
broker-
dealer in conjunction with your direct purchase program.  Further,
please include a discussion of who will handle funds and
securities
under the direct purchase program.

3. We note that you maintain the discretion to terminate
participants` accounts and sell their shares under certain
circumstances.  Supplementally, please provide your analysis with
respect to why the exercise of investment discretion and other
direct
involvement with respect to these accounts would not bring the
company within the definition of a "broker" under section 3(a)(4)
of
the Securities Exchange Act of 1934.  If such activity would bring
the company within the definition of a broker, please discuss any
applicable exemption from broker-dealer registration available to
the
company with respect to such activity.

4. Please disclose whether your Program Administrator is
registered
with the Commission as a transfer agent.

5. Please refer to page 18 of the Frequent Guest Loyalty Program
prospectus.  Your inclusion of "suitability standards" does not
relieve Brinson Patrick Securities of its obligation to determine
the
suitability of recommendations made to investors.  To avoid
confusion, please refer to your standards as determining
"eligibility" for the program rather than establishing
"suitability."
Further, with respect to those standards, please discuss the
purpose
for requiring that applicants have "invested in stocks of publicly
traded companies."

Jameson Stock Awards Enrollment Form

6. Please revise your Enrollment Form to separately set forth the
consent for electronic delivery of offering materials and the
consent
for electronic delivery of "shareholder materials."

7. Please revise the enrollment form to delete the language that
reads "...and have had an opportunity to review it."

8. Please revise to specify the form of electronic delivery.  For
example, if investors are consenting to electronic delivery via an
email address, please state so.  Also, tell us how you will obtain
each participants email address.  In this regard, we note that
your
consent form does not request this information.

9. You indicate in your enrollment form that investors must
acknowledge that they are "aware of and understand the possible
disadvantages and costs of electronic delivery only of Offering
Materials and Shareholder Materials..."  Please revise your form
to
briefly discuss the disadvantages and costs of electronic
delivery.

*  *  *  *

      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.
??

??

??

??

Jameson Inns, Inc.
Page 3

</TEXT>
</DOCUMENT>