SecProbe.io

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      November 29, 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 October 22, 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 have read your response to our comment no. 2.  Please tell
us
whether you will receive a response e-mail or return receipt from
each participant indicating they received the notice of a new
posting
on your website.  Also, tell us whether participants will be able
to
download the electronic documents from your website.  We may have
further comments.

2. We note your response to prior comment 2.  Please provide a
further analysis of how your proposed program will satisfy the
requirement in Section 5(b) of the Securities Act that each sale
of a
security must be accompanied by a Section 10(a) prospectus.
Provide
legal support for your analysis.

3. Please provide us with a copy of the disclosure each guests
receives when enrolling in the Jameson Stock Awards Program.

4. We note disclosure on page 4 indicating that a participant
could
revoke consent to electronic delivery of your annual reports,
proxy
statements, prospectus supplements and other documents.
Supplementally, please describe the procedures you will employ in
the
event a participant revoke its consent to electronic delivery.
Also,
describe the procedures you will use in the event that electronic
delivery fails.  Revise the prospectus to include appropriate
disclosure about these procedures.

5. Refer to comment 5.  Please expand your supplemental analysis
to
discuss why your officers, directors, employees, or other
affiliates
who participate in the sale of your stock should not be required
to
be registered with the Commission as broker-dealers.

6. Please revise your disclosure to indicate whether you or the
Program Administrator will send out confirmations to participants
after the purchase of each security.  If so, indicate whether they
will send confirmations by U.S. Mail, electronic delivery, or by
some
other means.

7. Please confirm that you own the properties pictured in this
prospectus.

Risk Factors, page 4

The costs of defending and paying claims asserted against us could
be
substantial..., page 7

8. Please revise your risk factor to discuss how this risk will
affect your company or the securities being offer.  For example,
explain how this lawsuit may have a detrimental impact on you
financially.

Exhibit 5.1 - Legal Opinion

9. Counsel`s disclaimer that it is not a member of the Bar of the
State of Georgia is not appropriate.  Counsel must opine on the
law
of the state of the issuer`s incorporation.  We will not object to
an
opinion of counsel on a jurisdiction in which counsel is not
admitted
to practice, as long as the opinion is not qualified as to
jurisdiction.  Please provide a revised opinion that omits the
carve-
out for Georgia law.

*  *  *  *

      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.
Page 3

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