SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

 Mail Stop 0409

October 14, 2004

Phillip H. McNeill, Sr.
Chief Executive Officer
Equity Inns, Inc.
7700 Wolf River Boulevard
Germantown, TN 38138

Re:	Equity Inns, Inc.
	Post-Effective Amendment No. 2 to Form S-3 Filed October 8, 2004
	Registration No. 333-117421

Dear Mr. McNeill:

This is to advise you that we have reviewed only those portions of
the above registration statement that relate to your risk factors
section and internal controls disclosure.  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 on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

	No further review of the registration statement has been or will
be made.  All persons who are by statute responsible for the adequacy
and accuracy of the registration statement are urged to be certain
that all information required under the Securities Act of 1933 has
been included.

Risk Factors

Recently enacted and proposed changes in securities laws and
regulations..., page 5

1. We note your response to prior comment 1 and reissue the comment.
Your description of this risk factor is still generic.  Please delete
or revise to describe the specific risks to your company.

We may have difficulty implementing in a timely manner the internal
controls..., page 5

2. We note your response to the fourth bullet point contained in
prior comment 2.  We further note from your response to prior comment
3 that your "scoping" process is already complete, that you have
begun to test your internal control systems, and that you expect
preliminary SAS 70 results from your management companies in the
"near term."  In light of this progress, we fail to understand why
you consider yourself to be at risk of failing to comply with Section
404.  Please revise to explain in detail the basis of your belief or
delete this generic risk factor.  In revising your disclosure, please
explain what you have discovered during your control review that has
led you to believe that there exists a material risk of non-
compliance.

3. In the event you retain this risk factor, please make it clear
that your inability to obtain reports or institute controls on a
timely basis means your controls would be considered ineffective for
purposes of Section 404.  Here and in the body of this risk factor
you continue to treat separately issues related to the filing of a
late report and the effectiveness of your controls.  These issues are
in fact related.

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 Geoffrey Ossias at (202) 824-5331 with any other
questions.

							Sincerely,

							Elaine Wolff
							Special Counsel

cc:	David C. Wright, Esq. (via fax)
	HUNTON & WILLIAMS, LLP
Equity Inns, Inc.
October 14, 2004
Page 1

</TEXT>
</DOCUMENT>