SecProbe.io

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Mail Stop 4561

December 1, 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.
      Amendment No. 1 to Registration Statement on Form S-3
Filed November 18, 2005
      File No. 333-128893

Form 10-K for year ended December 31, 2004
Form 10-Q for the quarter ended September 30, 2005
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

Summary

Business Strategy, page 5

1. We note your response to comment 4.  You state in the fifth
paragraph under this heading that you plan to begin converting
four
additional Signature Inns before December 31, 2005.  Please revise
to
indicate when you expect to complete the conversion.

2. You state in the fifth paragraph under this heading that you
will
renovate and convert the remaining 12 properties over the next
several years.  Please explain how you calculate the 12
properties.
In this regard, we note that you have completed conversion of five
of
15 Signature Inns to Jameson Inns.  You also state that you plan
to
begin converting four additional Signature Inns before December
31,
2005.  Finally, we note that two Signature Inns are held for sale.
Please revise or advise.

Risk Factor, page 7

3. Refer to comment 14.  Please revise your risk factor section to
discuss the dilutive effective on your stock to potential
investors
if you issue additional securities to cover the anti-dilution
provisions.

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

4. Please revise to quantify the amount you increased the capital
budget to account for additional refurbishments, renovation and
conversion projects during 2005.

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

5. We have read your proposed revisions provided in response to
prior
comment 16.  Please further revise your MD&A disclosure to clarify
that the ten percent portion of the room rate credited to the
issuance of stock will be recorded as a reduction to lodging
revenues.  In addition, as previously requested, please revise to
disclose the anticipated impact on future revenues as it relates
to
the Jameson Stock Awards 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

6. We note your response to comment 18.  Please revise to indicate
whether the increase in payroll cost reflects a trend in your
expenses.  In this regard, we note your statement that you expect
to
incur higher "professional fees and expenses" in 2005.

Liquidity and Capital Resources - Overview, page 28

7. We note your response to comment 23.  Please revise your
disclosure to clearly describe the adjustment provisions for each
interest rate.

Consolidated Financial Statements

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

8. We have read your response to prior comment 29 and note your
conclusion that the fair value of the trademarks should be $0
based
upon what a willing marketplace participant would pay.  Please
advise
us of the nature of the trademarks purchased from Kitchin
Hospitality.  In that regard, please clarify whether the
trademarks
purchased from Kitchin Hospitality refer to "The Jameson Inn" and
"Signature Inn" trademarks under which you own and operate your
Inns.
If so, in light of your reference throughout the filing to your
strong brand name, please explain to us why you believe that the
fair
value of the trademarks should be $0 as well as the factors
considered in arriving at your conclusion.  In the event that the
trademarks purchased from Kitchin Hospitality are separate from
"The
Jameson Inn" and "Signature Inn" trademarks, please advise us of
the
carrying value of "The Jameson Inn" and "Signature Inn" trademarks
as
well as where the asset is recorded in the consolidated balance
sheet.

Schedule III - Real Estate and Accumulated Depreciation

9. We have reviewed your proposed schedule provided in response to
prior comment 31 and do not understand your basis for aggregating
all
properties.  Please note that footnote 3 to Rule 12-28 of
Regulation
S-X only allows you to aggregate properties if the combined amount
does not exceed five percent of the total carrying amount of the
properties.  Please revise accordingly.

*****

      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.

	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.
December 1, 2005
Page 4

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