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Letter to SEC

 Karen J. Garnett

 Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Re:    Jameson Inns, Inc.

            Form S-3 filed September 15, 2004

             File No. 333-119016

 Dear Ms. Garnett:

 In
connection with your review of the captioned filing, we offer the following responses to the comments and requests contained in your October 15, 2004 letter to Thomas W. Kitchin. To facilitate your review of our responses, we have restated each of
your comments followed by our response. In addition, the response to each of the comments is numbered to correspond to those numbers used in your letter (all page references in the responses below refer to that page in the prospectus which is
included as Part I of Amendment No. 1 to the Registration Statement).

 General

 Comment No. 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

 CONNER & WINTERS, P.C.

 Karen J. Garnett

 October 22, 2004

Page 2

file a Form S-3 for this transaction. In particular, please address why this offering should not be considered a primary offering.

 We believe that the Company is eligible to use Form S-3 for this offering for
the following reasons:

 a.    The Jameson Stock Awards Program does involve offers for direct purchases of stock from the Company for cash in addition to the shares awarded to the enrolled participants, so it is a primary offering for cash. We
believe that the award of the stock is also a primary offering for cash which is very comparable to an offering of direct purchases. The cash equivalent of 10% of the amount of each room charge of a participant will be applied by the Program
Administrator to purchases of common stock from the Company for the benefit of the participants. Although, the cash will not actually flow through the accounts of the Program Administrator, we believe the allocation of a portion of the cash payments
received by guests to the purchase of stock through the Stock Awards Program constitutes an offering for cash sufficient to meet the requirements of General Instruction I.B.1. of Form S-3.

 b.    The aggregate market value of the
Company’s outstanding common stock held by non-affiliates is in excess of $75 million. The Company completed a public offering of 43 million shares in July of this year, with the result that there are currently approximately 57,054,059 shares
of common stock outstanding, of which approximately 3,112,778 are held by affiliates. Thus, the market value of the outstanding shares of common stock held by non-affiliates at the time of filing, based on the $1.82 per share price used to calculate
the registration fee, was approximately $ 98.2 million.

 c.    The Company has filed in a timely manner all of the reports and statements required to be filed under the Securities Exchange Act of 1934, as amended, for at least the twelve months preceding the date of the filing
of the registration statement as required by General Instruction I.A.3.of Form S-3 and has not suffered any other of the disqualifying events set forth in General Instruction I.A.5.

 d.    The Company meets all of the other applicable eligibility requirements of General
Instruction I of Form S-3.

 Comment No. 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.

 CONNER & WINTERS, P.C.

 Karen J. Garnett

 October 22, 2004

Page 3

 It is anticipated that implementation of the Stock Awards Program will result in a relatively large
number of holders with relatively small numbers of shares. The expense of providing hard copies of these reports, statements and other materials would be cost prohibitive. There is ample disclosure to guests applying to become participants of the
requirement to consent to electronic delivery and of the possible adverse effects of that consent. Thus, a guest who enrolls and pays his or her $15.00 enrollment fee will understand this requirement and the consent will be informed as contemplated
by the applicable SEC releases. We have added additional language at pages 4 and 16 to more fully disclose these consequences. A participant will be able to request a copy of any of the documents incorporated by reference, which would include the
proxy statement and annual reports on Form 10-K, as noted in the section captioned “Incorporation of Important Information by Reference.” Moreover, with the current availability and usage of the internet1, the Company believes that the requirement for electronic delivery will not impose any material burdens or inconveniences on participants in the
Program. Consequently, the Company does not believe that this requirement is coercive. We believe that the proposed structure of this offering and the terms and conditions regarding consents to electronic delivery are consistent with a practical
application of current technologies in a manner consistent with the Commission’s pronouncements on the issue.

 Comment No. 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.

 The Company indicates that guests will be able to enroll at the front desk of each hotel or on-line through the Company’s web-site. The enrollment
forms in the hotel will be part of a package which will also include a current prospectus. The on-line enrollment form will have a link to the prospectus along with an acknowledgement of receipt of the prospectus and advice to read the prospectus
before enrolling or purchasing any shares. Thus, each participant who receives a stock award or who makes a direct purchase of shares will have already received a prospectus. We understand that the Company plans to include on each folio (statement
of room charges received at the time of check-out) the web-site address and other information for accessing the prospectus as well as the documents incorporated by reference.

 1 A collaborative report released in April of this year by the
Online Publishers Association (OPA) and comScore Networks, Inc. indicates that a substantial majority of the adult population of this country is online.

 CONNER & WINTERS, P.C.

 Karen J. Garnett

 October 22, 2004

Page 4

 Comment No. 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.

 The penny stock rules are not applicable to the Stock
Awards Program because the Company’s common stock is listed for quotation on the Nasdaq National Market. See Schedule 15.

 Comment No. 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.

 We believe that all information
required by Item 508 of Regulation S-K has been provided in the prospectus. There are no underwriters, brokers, dealers or finders involved in the offering. Also, the securities will not be offered on an exchange. Consequently, only Item 508(c)
applies. The securities are being offered for cash directly by the Company and will not be purchased on the market. Thus, the only requirement of Item 508 is to “outline briefly” the “plan of distribution” of the securities.
While there is not a section captioned “Plan of Distribution”, the terms of the distribution are clearly described in the section captioned “Information about the Program.” This is consistent with registrations of other direct
purchase and similar programs.

 Comment No. 6:

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

 Item 11(a) of Regulation S-K requires a description of material changes in the Company’s affairs that have occurred since the release of its audited financial statements and which have not otherwise been previously reported in a report
on Form 10-Q or Form 8-K. The only such material change relative to the Company that has occurred has been the public offering of 43 million shares that the Company completed in July of this year. This offering is described in the Summary of the
prospectus under the caption “Jameson Inns, Inc.” The disclosure has been expanded slightly to provide the public offering price and approximate amount of the net proceeds of that offering. We have also added to the documents incorporated
by reference the final prospectus relating to that offering, primarily in response to Item 11(b) which is discussed in the next paragraph.

 Item 11(b)(i) would require that the prospectus include or incorporate by reference the financial statements of Kitchin Hospitality, LLC and the pro forma
financial statements of the Company relating to its acquisition of Kitchin Hospitality at the beginning of January of this

 CONNER & WINTERS, P.C.

 Karen J. Garnett

 October 22, 2004

Page 5

year. As contemplated by Item 11(b), the prospectus covering the 43 million share public offering in July which includes that financial information has been
added to the documents incorporated by reference.

 Cover

 Comment No. 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.

 The disclosure on the cover page of the prospectus has been expanded to more fully summarize the information included under Question 21 on pages 22 and 23 of the prospectus.

 Summary, pages 1-2

 Comment No. 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.

 While the Company believes that it is a leading owner and operator of hotels
in its region, it has dropped the adjective “leading” from the first sentence of the first paragraph under the caption “Jameson Inns, Inc.” on page 1 of the prospectus.

 Comment No. 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.

 The discussion of the Company in the Summary has been expanded in response to these comments. See pages 1 through 3 of the prospectus.

 CONNER & WINTERS, P.C.

 Karen J. Garnett

 October 22, 2004

Page 6

 Comment No. 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.

 The discussion of the Kitchin Hospitality acquisition on page 1 of the prospectus has been expanded to identify the
transferors of Kitchin Hospitality and to state the amount of the consideration they received for that company.

 Comment No. 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.

 The discussion of the termination of the
Company’s REIT status and the risks it is encountering in connection with that action and the acquisition of Kitchin Hospitality has been expanded in response to your request. This expanded discussion appears on page 1 of the prospectus.

 Comment No. 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.

 This disclosure on page 2 of the prospectus has been expanded as you have requested.

 Risk Factors, pages 3-10

 Comment No. 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.

New risk factors have been added at pages 4 and 5 of the prospectus to address what are perceived to be the most significant risks of participation.

 CONNER & WINTERS, P.C.

 Karen J. Garnett

 October 22, 2004

Page 7

 Comment No. 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.

 While we believe that the phrase “adversely affected” has a very clear and accepted meaning in substantially all of the contexts in which it was
used in the original filing, the prospectus has been revised to substitute more descriptive terms and phrases.

 Comment No. 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.

 A number of the Risk Factor captions (including some in addition to those listed above) have been revised to address the risks that result from the facts
or uncertainties. The risk factor following the first caption you reference above has been combined into the next risk factor, since they were somewhat duplicative. We