SecProbe.io

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      April 25, 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.
      Amendment No. 3 to Registration Statement on Form S-3
      Filed April 13, 2005
      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. The Division of Market Regulation is continuing to review your
responses and may have additional comments.

2. We note disclosure on page 2 indicating that you recently
completed a private offering of $26,250,000 of trust preferred
securities.  Supplementally, please discuss why the private
offering
should not be integrated with the public offering you are
registering
on this Form S-3.

3. We note your response to our comment 2 from our letter dated
January 28, 2005 and reissue that portion of the comment relating
to
the electronic delivery of a prospectus if an email is retuned.
In
order to fulfill your delivery obligations you must mail paper
copies
of the 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.  Please revise your prospectus accordingly.

Cover Page

4. We note your statement on the front cover page of the Frequent
Guest Loyalty Program prospectus that "enrolling participants must
consent to electronic delivery of this prospectus, the prospectus
for
the Direct Stock Purchase Program, all prospectus amendments and
supplements, confirmations and other information relating to this
offering."  You also state that by enrolling, participants consent
to
the electronic delivery of annual reports, proxy statements,
communications and other materials, "but that consent may be
revoked
at anytime."  Please revise to clarify that participants may not
revoke consent for the offering documents.

Information about the Program, page 14

5. Please revise your prospectus to include a Q & A that describes
the procedures for revoking consent to electronic delivery of
Shareholder Materials.

Enrollment Form

6. We note your response to comment 9 from our letter dated
January
28, 2005.  Supplementally, please tell us how you determined the
criteria you will use to evaluate the suitability of potential
participants.  Indicate whether you or Brinson Patrick Securities
Corporation set the criteria and describe the basis for the
criteria
you selected.  Further, tell us whether those standards will also
reflect state suitability standards, NASD suitability standards
and
those established by Commission case law

7. We note your response to comment 6 from our letter dated April
7,
2005.  In our comment, we intended to suggest that consent to
electronic delivery of the shareholder materials should not be a
condition to participation in the offering.  Please revise the
second
column of the enrollment form to eliminate this as a condition to
participation in the offering.  You may, however, include a
separate
item allowing participants to consent to electronic delivery of
the
shareholder materials.  Similarly, please revise the first column
to
eliminate the statement that by enrolling in the program, the
participant automatically consents to electronic delivery of the
shareholder materials.  Shareholders must have the opportunity to
separately consent to electronic delivery of the offering
materials
and electronic delivery of the shareholder materials.  Provide
conforming changes in the prospectus.

8. We note your response to comment 7 from our letter dated April
7,
2005.  Please omit similar language in the left column indicating
that the investor has "had an opportunity to read" the
prospectuses.
Such language is not appropriate because it could be viewed as a
waiver of the investor`s rights under the federal securities laws.

*  *  *  *

      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.  Note that after April 29, 2005
you can contact Jeffrey A. Shady at (202) 551-3471, or me at (202)
551-3780.

Sincerely,

Karen J. Garnett
Assistant Director

cc:	Lynnwood R. Moore, Esq. (via facsimile)
	Connors & Winters, P.C.
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Jameson Inns, Inc.
Page 3

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