SecProbe.io

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      October 15, 2004

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 formed the Jameson Stock Awards Program and
that
10% of the room charge paid by each participant in the program
will
be applied to the participant`s program account for the purpose of
acquiring shares of your common stock.  Further, we note that any
participants in the program will also have the opportunity to make
direct purchases of your common stock.  Supplementally, please
provide your analysis with respect to your eligibility to file a
Form
S-3 for this transaction.  In particular, please address why this
offering should not be considered a primary offering.

2. We note that a condition of participation in the Jameson Stock
Awards Program is that participants must agree to accept all
reports
and statements, including prospectus supplements, account
statements,
proxy statements and annual reports, by electronic delivery.
Supplementally, please provide an analysis outlining why you
believe
that this type of consent to electronic delivery is appropriate
and
not coercive.

3. Supplementally, please explain how you will ensure that
investors
have received a copy of the prospectus prior to purchasing shares
of
your stock.  If you believe prospectus delivery will not be
required
for each purchase, please provide a detailed analysis of the legal
basis for your conclusion.

4. Supplementally, please discuss the applicability of the penny
stock rules to your program.  Refer to Rules 15g-1 through 15g-9
under the Exchange Act.

5. Please include the information relating to the Plan of
Distribution required by Item 508 of Regulation S-K or
alternatively
tell us why such disclosure is not appropriate.

6. Please include the information required by Item 11 of Form S-3
or
alternatively tell us why such disclosure is not appropriate.

Cover

7. We note your disclosure that the terms and conditions of
participation in the program may be changed at any time and that
the
program may be terminated at any time.  Further, we note your
disclosure on page 19 that you reserve the right to suspend,
discontinue or cancel the program at any time.  Please expand your
disclosure on the cover page to be consistent with the disclosure
on
page 19.

Summary, pages 1 - 2

8. We note your disclosure that you are a leading owner and
operator
of economy and mid-scale hotels in the southeastern and midwestern
United States.  Please provide supplemental support for this
statement.  In addition, please clearly mark any supplemental
materials to indicate those portions that support your statements.

9. We note the discussion of your business and your company`s
strengths.  Please balance the summary by providing an equally
prominent summary of your competitive weaknesses, including your
continuing operating losses and significant financial leverage.
In
addition, please provide a brief summary of the most significant
risks associated with an investment in your common stock.  The
cross-
reference alone on page 2 is not meaningful to investors.

10. We note your disclosure that you acquired Kitchin Hospitality,
LLC from the Kitchin family on January 2, 2004.  Please expand
your
disclosure to describe the Kitchin family`s affiliation with you
and
quantify the purchase price that you paid for Kitchin Hospitality,
LLC.

11. We note your disclosure that you are able to operate your inns
and receive the full financial benefits from those operations now
that you are no longer constrained by the REIT prohibition on
direct
operation of your hotel properties.  Please balance this
disclosure
with a discussion of the risks associated with operating your inns
directly and the tax consequences associated with the loss of REIT
status.

12. We note that you recently announced a proposal to refurbish
and
rebrand your Signature Inns.  Please expand your disclosure to
briefly describe this proposal and quantify the amount you plan to
spend on this refurbishment and rebranding.

Risk Factors, pages 3 - 10

13. Please expand the risk factors section to discuss the risks
associated with the Stock Awards program.  We note, for example,
that
participants may be subject to cancellation at your discretion and
that the terms and conditions of participation may be changed at
any
time.

14. Please avoid using phrases such as "adversely affect" when
describing the risks` effects.  Replace this, and similar
language,
with specific disclosure of how you, your business, financial
condition and results of operation would be affected.

15. Please revise your risk factor subheadings so that each one
conveys the risk that you are describing. Currently, some of your
subheadings merely state a fact about your business or your
offering.
We note the following examples:

* "We are not restricted by our articles of incorporation or
bylaws
from increasing our debt," page 3

* "We have incurred debt financing and may incur increased
indebtedness in connection with future renovations, acquisitions
and
general corporate purposes," page 3

* "Our lack of industry diversification makes us more vulnerable
to
economic downturns," page 4

* "We face risks relating to litigation," page 5

* "We may experience material losses in excess of insurance," page
5

* "Our expenses may remain constant even if revenues decline,"
page 7

* "We do not expect to pay cash dividends on our common stock,"
page
10

Please revise throughout to identify briefly in your captions the
risks that result from the facts or uncertainties.  Potential
investors should be able to understand what the risk is and the
result of the risk as it specifically applies to you.

Risks Relating to Our Business, pages 3 - 6

We have incurred debt financing and may incur increased
indebtedness..., pages 3 - 4

16. We note that you have a substantial amount of debt maturing in
the next three years.  Please quantify the amount of debt that
will
mature in each of the next three years.

Our franchising program depends upon third party
owners/operators...,
page 4

17. Please quantify the percentage of your business operations
represented by your franchising program.

Our business could be harmed if key personnel..., pages 4 - 5

18. Please quantify the value of key person life insurance for
Thomas
Kitchin that you own.

We face risks relating to litigation, page 4

19. Please expand to specifically discuss any known litigation
risks
that apply to you.

Risks Relating to the Lodging Industry Generally, pages 6 - 8

Our operating results are subject to various..., page 6

20. We note that changes in any of the listed conditions could
adversely impact hotel room demand and pricing and result in
reduced
occupancy, average daily rate ("ADR") and revenue per available
room
("RevPAR").  Please expand your disclosure to briefly discuss the
current trends in your ADR and RevPAR.

The lingering effects of the recent economic recession..., page 8

21. We note that, like the rest of the lodging industry, your
hotels
experienced declines in occupancy and ADR due to the reduction in
travel.  Please expand your disclosure to quantify your declines
in
occupancy and ADR.

Use of Proceeds, page 11

22. Please expand your disclosure to clarify how the proceeds will
be
determined.  For example, will 10% of each room charge that is
credited to a program account be credited back to the company as
proceeds or will proceeds be derived solely from direct purchases
under the program?

Information About the Program, pages 12 - 19

23. We note the reference to terms and conditions of the plan
under
Questions 16 and 21.  Please expand your description about the
program to include a complete discussion of all terms and
conditions
currently contemplated.

24. We note that you are offering the program to guests of your
participating hotel brands.  Please identify your participating
hotel
brands.

25. We note that participants in the program will have the
opportunity to make direct purchases of additional shares.  Please
expand your disclosure on page 12 to state the price at which
participants will be able to make direct purchases.

Benefits and Disadvantages, pages 12 - 13

26. We note that stays in rooms that are subject to deeply
discounted
rates and certain negotiated rates will not be eligible for
program
credits.  Please expand your disclosure to briefly describe these
deeply discounted rates and certain negotiated rates and quantify
the
percentage of your total room offerings that these rates
represent.

27. We note that the number of shares a participant will receive
will
be based on the amount credited in the participant`s program
account.
Please expand to clarify that fractional shares will be issued.

28. We note that any shares sold during the first week of any
calendar quarter (January, April, July, October) will be charged a
$3.00 processing fee, and shares sold any other time will be
charged
a $15.00 processing fee.  Supplementally, please tell us why the
processing fee varies based on the timing of the sale.

29. We note your disclosure on page 13 that your participation is
subject to cancellation if you stay fewer than ten nights during
any
full calendar year and you have fewer than 100 shares in your
program
account.  Please expand your disclosure in this section to briefly
describe the effects of cancellation.  In addition, please briefly
describe the "other reasons" that a participant`s program account
may
be cancelled.

Participation, page 14

30. We note that all individuals who are guests of the
participating
hotel brands are eligible to become participants of the program.
Please clarify whether there are any age or other eligibility
restrictions.  Discuss all suitability requirements that you will
apply to purchasers in the program.

Purchases, page 14

31. We note that the only costs or fees a participant will pay
will
be the one-time enrollment fee of $15.00 (except to the extent
participation is cancelled) and the charges and commissions due in
connection with the sales of shares.  Please expand your
disclosure
in this section to quantify all of the charges and fees associated
with the program, including to the extent participation is
cancelled
and charges and commissions in connection with the sales of
shares.

Reports to Participants, pages 15 - 16

32. We note that the shares listed in a participant`s program
account
are subject to change to reflect actual stay information, any
adjustments and program changes.  Please expand your disclosure to
briefly describe what is meant by "actual stay information, any
adjustments and program changes."

33. We note that participants will be notified by email when and
where proxy statements and reports to shareholders are be
available.
Supplementally, please tell us whether you intend to distribute
all
reports and proxy statements directly to shareholders through
email
or if participants will have to retrieve the information from your
website.

Discontinuation of Program Participation, pages 16 - 17

34. We note that a participant can terminate his or her
participation
in the program by notifying the program administrator in writing.
Please expand your disclosure to clarify, if true, that a
participant
can terminate his or her participation at any time for any reason.

35. We note that, upon termination, the whole shares held in a
participant`s program account will either be sold or distributed
to
the participant.  Please briefly expand your disclosure to
clarify,
if true, that a participant will not forfeit all of his or her
shares, including any shares acquired by direct purchase, upon
cancellation or termination of the participant`s program account.
In
addition, we note your disclosure on page 19 that you reserve the
right to suspend, discontinue or cancel the program at any time.
Please briefly describe the consequences of any suspension,
discontinuation or cancellation of the program and clarify whether
these consequences would be different from those resulting from a
termination or cancellation due to a participant staying less than
ten nights in a calendar year and maintaining fewer than 100
shares.

Part II.  Information Not Required in Prospectus

Opinion

36. We note your statement that the opinion is "given for your
sole
benefit and use" and that "no one else is entitled to rely
hereupon."
Please note that language that serves to limit or implies that the
opinion is only for the benefit of certain persons is not
acceptable.
Please revise accordingly.

*  *  *  *

      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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registrati