SecProbe.io

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Mail Stop 4561

      November 4, 2005

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 7, 2005
      File No. 333-128893

Form 10-K for year ended December 31, 2004
Form 10-Q for the quarter ended June 30, 2005
Form 10-Q for the quarter ended March 31, 2005
      File No. 0-23256

Dear Mr. Kitchin:

	We have reviewed your filing and 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.

Form S-3

Where You Can Find More Information, page 2

1. Please revise to disclose the new address for the SEC Public
Reference Room: 100 F Street, N.E., Washington D.C. 20549.

2. Please revise to specifically include your Form 8-K filed on
October 21, 2005 and October 26, 2005, and any additional reports
filed prior to the effective date of the registration statement.

Summary

Business Strategy, page 5

3. Refer to the fourth paragraph under this heading.  The second
sentence states that you expect to fund capital expenditures in
part
from the disposition of hotels.  Disclosure on page 6, however,
states that you do not currently plan to sell any Jameson Inns
this
year.  Please revise to reconcile this apparent discrepancy.
Also,
if you do intend to sell hotels in the next 12 months, please
identify those hotels.  In this regard, we note that you currently
have four Inns held-for-sale.

4. Please revise to disclose the number of Signature Inns you
expect
to convert based on your 2005 capital budget.  Disclose when you
expect to complete those conversions and the estimated expense
allowed for those conversions in your budget.

5. We note that your description of marketing efforts does not
discuss your recently adopted stock rewards program.  Please tell
us
why you believe this is not a significant component of your
marketing
plans or revise to include disclosure about the program, including
the impact of the program on your results of operations and
existing
stockholders.

Risk Factors, page 7

Risks Relating to our Business, page 8

Our hotel refurbishment and rebranding for our Signature Inns may
be
more costly than we anticipate, page 8

6. To give depth to your disclosure, please revise your risk
factor
to indicate if you had any cost overruns with your recently
renovated
properties.  If so, quantify the overrun.  We note, for example,
that
disclosure in your 10-K and your first quarter 10-Q indicates that
you expect to spend approximately $14 million during 2005 on
refurbishment, renovation and conversion projects.  Similar
disclosure in the S-3 and in the second quarter 10-Q indicate that
this amount has risen to $19 million for 2005.

We have incurred a substantial amount of debt, and we may incur
additional indebtedness in the future..., page 8

7. Please revise to quantify the amount of debt maturing in the
next
three years.  Further, disclose whether you have any firm
commitments
in which you will incur additional debt.  If so, quantify the
amount.

Our franchising program depends on third party owner/operators who
may not fulfill their franchising obligations..., page 9

8. Please revise to indicate whether any of your franchisees is
currently in default on its payments.

We have common stock ownership limitations in our articles of
incorporation..., page 9

9. Please revise to describe the ownership restrictions applicable
to
shares of your common stock.

Our business is seasonal in nature, and we are likely to
experience
fluctuations..., page 10

10. Please revise to quantify the percentage of total revenues you
earn in the months from April through September.

We may experience material losses in excess of insurance coverage
which could hurt our prospects for profitability, page 11

11. Please disclose the value of your property and the maximum
coverage on the insurance policy.

We are subject to government regulations affecting the lodging
industry..., page 12

12. Please revise to indicate whether all of your properties are
currently in compliance with federal, state and local regulations
including, but not limited to, the Americans with Disabilities
Act.

The increasing use of third party travel websites by consumers may
hurt our profitability, page 13

13. Please revise to quantify the percentage of your total
revenues
that are derived from third party travel websites.

Selling Stockholders, page 16

14. Please revise to briefly explain why you are registering more
than 100% of the common stock underlying the convertible notes.

15. Please identify all selling stockholders that are broker-
dealers
or affiliates of broker-dealers.  We note the disclosure in
footnote
(4) regarding Amatis Limited; however, the status of the other
selling stockholders is not clear.  With respect to Amatis Limited
and any other selling stockholders that are affiliates of broker-
dealers, please provide disclosure stating that:
* the seller purchased in the ordinary course of business; and
* at the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute those securities.
Also, please revise the section titled "Underwriters" to identify
all
selling stockholders that are broker dealers and clearly state
that
the selling stockholder is an underwriter.

Form 10-K for the year ended December 31, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 21

16. It appears from your disclosure that the Jameson Stock Awards
program could have a material impact on future revenues if you
apply
EITF 01-9.  Please revise to disclose the anticipated impact on
future revenues as it relates to this program.  Refer to Item
303(a)(3)(ii) of Regulation S-K.

Comparison of the Year Ended December 31, 2004 to the Pro Forma
Year
Ended December 31, 2003, page 25

17. Please explain why you had fewer rooms available to rent in
2004.

18. Please separately quantify the increase in general and
administrative expenses attributed to each of higher payroll
costs,
professional fees, and start up costs associated with the stock
awards program.  Also, briefly explain the reasons for higher
payroll
costs and professional fees and whether the increases reflect a
trend
in your expenses.

EBITDA - Supplemental Non-GAAP Information, page 27
19. Please revise the title of the measure currently referred to
as
EBITDA since it differs from EBITDA as defined in FR-65.  We refer
you to Question 14 of Frequently Asked Questions Regarding the Use
of
Non-GAAP Financial Measures.
20. We note that you consider EBITDA to be an indicator of
operating
performance because it can be used to measure your ability to
service
debt, fund capital expenditures, and expand your business.  If you
consider EBITDA to be both a performance and a liquidity measure
as
your description suggests, revise your presentation to include all
of
the information required by item 10(e) of Regulation S-K for a
liquidity measure.  Alternatively, revise to clarify management`s
use
of the non-GAAP financial measure.  Refer to Question 12 of
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures.

Liquidity and Capital Resources - Overview, page 28

21. Please revise to quantify the impact on your federal and state
income tax obligations as a result of relinquishing your REIT
status
in 2004.  If you believe these amounts were not material in 2004,
or
if the amounts were not known at the time you originally filed the
10-K, please tell us why.

22. We note that your discussion of short-term liquidity needs
does
not include a reference to converting the Signature Inns to
Jameson
Inns.  Instead, you have described this effort as a long-term
liquidity need, which we interpret as more than 12 months from the
end of your last fiscal year.  Disclosure in the S-3, however,
states
that you converted three of the Signature Inns to Jameson Inns in
the
first six months of 2005.  Please tell us why you believed this
was
not a short-term liquidity need at the time you filed the Form 10-
K.

23. Please expand the table on page 30 to also show the adjusted
interest rate anticipated in 2005.

Cash Flows From Operations, page 29

24. Please revise your discussion of cash flows from operations to
discuss the underlying drivers impacting the changes in working
capital.  Refer to SEC Release 33-8350.

Contractual Obligations, page 31

25. Please revise your disclosure to include interest in your
table
or a discussion in the text.  Refer to SEC Release 33-8350.

Consolidated Financial Statements

Consolidated Statements of Operations, page F-3

26. Please tell us your basis in GAAP for the classification of
your
lease termination costs outside of income from operations or
revise
your presentation, as appropriate.  Refer to paragraph 18 of SFAS
146.

27. Please tell us your basis in GAAP for the classification of
the
loss on impairment of real estate outside of income from
operations
or revise your presentation, as appropriate.  Refer to paragraph
25
of SFAS 144.

28. Please tell us your basis in GAAP for the classification of
the
gain on sale of property and equipment outside of income from
operations or revise your presentation, as appropriate.  Refer to
paragraph 45 of SFAS 144.

Note 3 - Acquisition of Kitchin Hospitality, page F-10

29. We note that the trademarks were revalued at $75,000 in
aggregate, which represents the contract price that the Company
would
have been able to purchase the trademarks from Kitchin Hospitality
at
the expiration of the master lease agreements.  Please explain to
us
why you believe that amount represents fair value, as defined in
Appendix F to SFAS 141, at the date of acquisition.

Note 7 - Stockholders` Equity, page F-16

Stock Based Compensation, page F-16

30. Please revise to disclose the weighted average grant date fair
value of options granted during the periods presented as well as
the
weighted average grant date fair value of restricted stock granted
during the periods presented.  Refer to paragraphs 47(b) and 47(c)
of
SFAS 123.

Schedule III - Real Estate and Accumulated Depreciation

31. Please amend to include Schedule III - Real Estate and
Accumulated Depreciation as required by Rule 5-04 of Regulation S-
X.

Exhibit 31.2 - Certification of the Chief Financial Officer

32. Please revise your Form 10-K to include the latest form of
certification as last amended June 2003 and effective August 2003.
See Item 601(b)(31) of Regulation S-K.  In this regard, we note
that
the current certification for Craig R. Kitchin does not certify
that
he disclosed all "material weaknesses" to the auditors.

*****

      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 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.

	You may contact Rachel Zablow, Accountant, at (202) 551-3428
or
Steven Jacobs, Accounting Branch Chief, at (202) 551-3403 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Jeffrey Shady, Attorney-Advisor, at (202)
551-3471 or me at (202) 551-3780 with any other questions.

      Sincerely,

      Karen J. Garnett
      Assistant Director

cc:	Lynnwood R. Moore, Jr., Esq. (via facsimile)

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Thomas W. Kitchin
Jameson Inns, Inc.
November 4, 2005
Page 8

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