SecProbe.io

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                      [Husch & Eppenberger LLC letterhead]

                                 August 10, 2005

VIA EDGAR TRANSMISSION
Ms. Abby Adams
Special Counsel, Office of Mergers and Acquisitions
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC  20549

         Re:      JOHN Q. HAMMONS HOTELS, INC. - PRELIMINARY PROXY STATEMENT ON
                  SCHEDULE 14A, FILED JULY 1, 2005, AS AMENDED AUGUST 10, 2005

                  SCHEDULE 13E-3 FILED BY JOHN Q. HAMMONS HOTELS, INC.; JOHN Q.
                  HAMMONS, REVOCABLE TRUST OF JOHN Q. HAMMONS; HAMMONS, INC.;
                  JQH ACQUISITION LLC AND JQH MERGER CORPORATION, FILED JULY 5,
                  2005, AS AMENDED AUGUST 10, 2005

Dear Ms. Adams:

         On behalf of John Q. Hammons Hotels, Inc. (the "company"), I am writing
to respond to the comments of the staff (the "staff") of the Division of
Corporation Finance of the Securities and Exchange Commission (the "Commission")
set forth in your letter dated August 5, 2005 with respect to the
above-referenced filing (the "comment letter"). This letter and the amendments
to the proxy statement on Schedule 14A and the transaction statement on Schedule
13E-3 referenced above are being filed with the Commission electronically today.

         In addition to the EDGAR filing, we are delivering via courier a hard
copy of this letter, along with:

      o  a clean courtesy copy of each of the amended preliminary proxy
         statement and Schedule 13E-3,

      o  one copy of each of those documents marked to show changes from the
         initial filings, and

      o  the materials being provided supplementally in connection with the
         company's response to comment number 22.

<PAGE>

Ms. Abby Adams
August 10, 2005
Page 2

Under separate cover, Lehman Brothers is delivering on a confidential and
supplemental basis pursuant to Rule 12b-4 under the Securities Exchange Act of
1934, as amended, information in connection with the response to comment number
6.

         For ease of reference, each of the staff's comments is reproduced below
in its entirety in bold, followed by the corresponding response.

PRELIMINARY PROXY STATEMENT

1.       WE REMIND YOU TO FILE, ON THE DATE OF FIRST USE, ANY WRITTEN
         COMMUNICATIONS RELATING TO THE PROPOSED TRANSACTION THAT ARE REASONABLY
         VIEWED AS SOLICITING MATERIAL. SEE EXCHANGE ACT RULE 14a-12. FOR
         EXAMPLE, IT DOES NOT APPEAR THAT YOU FILED THE MAY 25 AND JUNE 3, 2005
         PRESS RELEASES, INCLUDED AS EXHIBITS TO THE SCHEDULE 13E-3, AS
         SOLICITING MATERIALS.

Response: We confirm that any future written communications that constitute
"soliciting material" under the applicable rules will be filed with the
appropriate Schedule 14A cover page. The company did not view the press releases
referenced in your comment number 1 as material "reasonably designed to, or has
the effect of, informing the public or security holders in general about the"
merger. Because certain potential acquiring parties had made periodic
announcements regarding the status of discussions with Mr. Hammons in prior
months, and because the acquiring entity had engaged in conversations with
certain shareholders, the company felt that it was important to provide frequent
status updates as its board of directors became aware of developments, even
where the company was not involved in the discussions or agreements.

The press release issued by the company on May 25, 2005, announced an agreement
between Mr. Hammons and the acquiring entity, but the company was (and is) not a
party to that agreement. The board approved that agreement because Mr. Hammons
is required, under the provisions of the applicable charter documents of the
company and the limited partnership for which the company serves as the general
partner, to secure board approval of any agreement related to the potential
transfer of his ownership interest. In addition, board approval was sought for
purposes of Section 203 of the Delaware General Corporation Law. The press
release dated June 3, 2005, did not announce the transaction, but rather
announced only that the company's board of directors had received a proposed
merger agreement from the acquiring entity, as well as additional proposed
agreements between Mr. Hammons and that entity. As of the date of that press
release, the company's board of directors had not reviewed or considered the
merger

<PAGE>

Ms. Abby Adams
August 10, 2005
Page 3

agreement and had made no determination as to whether to proceed with that or
another transaction.

2.       WE NOTE THAT MR. EILIAN WILL HAVE A SIGNIFICANT INTEREST IN THE
         SURVIVING ENTITY AND IS PROVIDING FINANCING FOR THE TRANSACTION. PLEASE
         PROVIDE US YOUR DETAILED ANALYSIS REGARDING WHY MR. EILIAN IS NOT AN
         AFFILIATE ENGAGED IN THIS RULE 13e-3 TRANSACTION. REFER TO SECTION II.
         D. 3. OF YOUR CURRENT ISSUES OUTLINE, PUBLICLY AVAILABLE ON OUR
         WEBSITE, WWW.SEC.GOV, FOR FURTHER GUIDANCE REGARDING WHEN A PURCHASER
         BECOMES AN AFFILIATE OF THE ISSUER. ALSO NOTE THAT IN DETERMINING THE
         APPROPRIATE FILING PERSONS, THE STAFF WILL LOOK THROUGH A NEWLY-FORMED
         ACQUISITION VEHICLE; THEREFORE BOTH THE ACQUISITION VEHICLE AND THE
         ENTITY OR PERSON WHO FORMED IT WILL HAVE SCHEDULE 13E-3 FILING
         OBLIGATIONS.

Response: The parties based the determination not to include Mr. Eilian as a
filing person for the Schedule 13E-3 on two factors: (1) management of the
company is not "on both sides" of the transaction as in a traditional management
buy out, and (2) neither Mr. Eilian nor JQH Acquisition LLC (or its affiliates)
hold any company shares.

No current officer or director of the company (other than Mr. Hammons) will have
a position or ownership interest in the surviving entity or its parent company.
Mr. Hammons will have no officer or director or similar position with the
company or the acquiring entities. His ownership interest will consist solely of
a preferred interest redeemable at certain times and upon certain events in the
future, at a fixed amount. Mr. Hammons will have no control of the company or
its parent; he will have only the right to manage specified hotels under a
management agreement with the company.

Although JQH Acquisition LLC has entered into agreements with certain company
stockholders under which they agree to vote in favor of the merger, neither that
entity nor Mr. Eilian has any voting power or any right to direct the votes of
others. Instead, if a stockholder votes against the merger in violation of his
or her agreement with JQH Acquisition, JQH Acquisition would have contractual
remedies against that stockholder, but does not have the power to vote the
shares.

Those factors influenced the determination of the parties to file the Schedule
13E-3 without including Mr. Eilian as a filing party. As the sole owner of JQH
Acquisition LLC, however, Mr. Eilian has indicated that he is willing to be
deemed a filing person, and he is included in the amended Schedule 13E-3 as
such.

<PAGE>

Ms. Abby Adams
August 10, 2005
Page 4

SUMMARY TERM SHEET, PAGE 1

3.       YOUR SUMMARY TERM SHEET AND Q&A TOGETHER ARE 12 PAGES LONG. PLEASE
         REVIEW THESE SECTIONS TO COMPLY WITH ITEM 1001 OF REGULATION M-A AND
         THE INSTRUCTIONS TO THAT ITEM, AS REQUIRED BY ITEM 1 OF SCHEDULE 13E-3.
         ALSO SEE PART II.F.2. A OF SECURITIES ACT RELEASE NO. 7760 (OCTOBER 22,
         1999). IN DOING SO PLEASE REVISE THE INTRODUCTION TO DISCLOSE, AND TO
         CLARIFY THAT YOU HAVE DISCLOSED A SUMMARY OF THE MOST MATERIAL TERMS OF
         THE TRANSACTION. THE SUMMARY SHOULD DISCLOSE EACH FILING PERSON'S
         FAIRNESS DETERMINATION, THE FILING PERSONS' PURPOSES OF, REASONS FOR
         AND EFFECTS OF THE TRANSACTION (INCLUDING TAX EFFECTS ON ALL RELATED
         PARTIES), THE AMOUNT OF THE TERMINATION FEES ASSOCIATED WITH THE
         TRANSACTION, AND ALL CONFLICTS OF INTEREST. IN ADDITION, THE SUMMARY
         TERM SHEET SHOULD BEGIN ON THE FIRST OR SECOND PAGE OF THE DISCLOSURE
         DOCUMENT PROVIDED TO SECURITY HOLDERS. IN THIS REGARD WE NOTE THAT YOU
         ADDRESS MANY OF THE MATERIAL TERMS OF THE TRANSACTION IN THE FORM OF A
         Q&A. NOTE THAT YOUR SUMMARY TERM SHEET SHOULD REPLACE THIS SECTION, AS
         ALL OF THESE TERMS SHOULD BE ADDRESSED BRIEFLY IN ONE SECTION AT THE
         FRONT OF THE DOCUMENT. FINALLY, PLEASE MOVE THE TABLE OF CONTENTS
         BEHIND THE SUMMARY TERM SHEET.

Response:  We have revised the disclosure in the proxy statement as requested.

4.       ALSO REVISE THE SUMMARY TERM SHEET TO CLARIFY THE NUMBER AND PERCENTAGE
         OF AFFIRMATIVE NOTES NEEDED TO APPROVE THE TRANSACTION.

Response:  We have revised the disclosure in the proxy statement as requested.

5.       WE NOTE THAT THE SHAREHOLDER GROUP HAS AGREED TO VOTE THEIR SHARES IN
         FAVOR OF THE TRANSACTION, AS DISCUSSED HERE AND DISCLOSED IN THE
         BENEFICIAL OWNERSHIP TABLE. REVISE AN APPROPRIATE SECTION OF THE
         DOCUMENT TO EXPLAIN THE PURPOSE AND CONTENT OF THIS AGREEMENT AND HOW
         IT RELATES TO THE SHAREHOLDERS SUIT. IT APPEARS THAT THE AGREEMENT
         SHOULD BE DISCLOSED IN RESPONSE TO ITEM 1005(e) OF THE SCHEDULE 13E-3
         AND FILED AS AN EXHIBIT TO THE SCHEDULE 13E-3 AS REQUIRED BY ITEM
         1016(d) OF REGULATION M-A.

Response: We have added additional disclosure regarding the voting agreements
and filed the agreements as exhibits to the Schedule 13E-3. We note that JQH
Acquisition LLC stated that it entered into letter agreements with certain of
the company's stockholders in order to obtain

<PAGE>

Ms. Abby Adams
August 10, 2005
Page 5

support for its proposal to the company of the acquisition of the company's
shares. The company is not a party to those agreements and was not involved in
the discussions with the stockholders who entered into the agreements. There is
no relationship between the agreements and the shareholder suit, as the persons
who entered into the agreements with JQH Acquisition LLC are not parties to any
pending action against the company.

BACKGROUND OF THE MERGER, PAGE 15

6.       EACH PRESENTATION, DISCUSSION OR REPORT BY LEHMAN BROTHERS DURING THE
         COURSE OF THE MEETINGS YOU DESCRIBE MUST BE SUMMARIZED IN CONSIDERABLE
         DETAIL AND FILED AS EXHIBITS PURSUANT TO ITEM 9 OF SCHEDULE 13E-3. THIS
         INCLUDES PRELIMINARY AND FINAL REPORTS, AS WELL AS ORAL AND WRITTEN
         REPORTS. FOR EXAMPLE, IT APPEARS THAT LEHMAN BROTHERS MADE MULTIPLE
         PRESENTATIONS OVER THE COURSE OF ITS ENGAGEMENT, SUCH AS AT THE SPECIAL
         COMMITTEE MEETINGS ON DECEMBER 6 AND DECEMBER 29, 2004 AND ON JUNE 14,
         2005. PLEASE SUMMARIZE EACH REPORT AND FILE ALL WRITTEN REPORTS AS
         EXHIBITS TO THE SCHEDULE 13E-3.

Response: We have filed the Lehman Brothers June 14, 2005 report as an exhibit
to the Schedule 13E-3 but do not believe that the interests of the company's
unaffiliated stockholders would be served by expanding the discussion of the
December 6, 2004 and December 29, 2004 presentations by Lehman Brothers, or by
filing those earlier presentations as exhibits.

We believe that the company's disclosure in the amended filings made today
complies with the requirements of Items 8, 9 and 16 of Schedule 13E-3 (and Items
1014(c), 1015 and 1016 of Regulation M-A), as well as the staff's guidance on
the application of these requirements to going private transactions included in
the Charles L. Ephraim no-action letter dated September 30, 1987 and in Meyers
Parking System, Inc. (Exchange Act Release 26069):

         o        REQUIREMENTS. Item 8 of Schedule 13E-3 and Item 1014(d) of
                  Regulation M-A require disclosure regarding retention of any
                  "unaffiliated representative to act solely on behalf of
                  unaffiliated security holders for purposes of negotiating the
                  terms of the Rule 13e-3 transaction and/or preparing a report
                  CONCERNING THE FAIRNESS OF THE TRANSACTION" (emphasis added).
                  Item 9 of Schedule 13E-3 and Item 1015 of Regulation M-A
                  require a description of "any report, opinion ... or appraisal
                  from an outside party that is MATERIALLY RELATED TO THE RULE
                  13E-3 TRANSACTION..." (emphasis added). Item 16 of Schedule
                  13E-3 and Item 1016(c) require filing of reports referred to
                  in those items.

         o        INAPPLICABILITY OF REQUIREMENTS TO DECEMBER 2004
                  PRESENTATIONS. The December 6, 2004 and December 29, 2004
                  presentations by Lehman Brothers do not fall within either
                  category (Item 1014(d) or Item 1015), as neither document
                  concerns the fairness of the transaction at hand or materially
                  relates to that transaction. The December 6, 2004,
                  presentation to the special committee analyzed an offer from a
                  different buyer that was significantly different from the
                  13E-3 transaction in structure, in the allocation of
                  consideration between the JQH Stockholders and the
                  unaffiliated stockholders, and in pricing ($13 per share, less
                  than 55% of the merger consideration of $24 per share). The
                  December 29, 2004 presentation analyzed a $21 per share offer
                  from another potential buyer, but contained no relevant
                  information not included in the June 14, 2005 presentation. In
                  fact, some of the material in the December 2004 presentations
                  should not be relied upon in light of the passage of time.
                  Lehman Brothers did not deliver a written opinion at the time
                  of either of the December 2004 presentations. The company
                  believes it could be misleading, and at best confusing, to the
                  stockholders to provide the December 2004 presentations with
                  out-of-date information.

         o        JUNE 14, 2005 PRESENTATION SELF-CONTAINED. The June 14, 2005
                  presentation is self-contained, and does not rely on
                  information included in either of the December 2004
                  presentations. The June 14, 2005 presentation provides
                  stockholders with a means to assess the adequacy of the merger
                  consideration and to evaluate the basis for Lehman Brothers'
                  valuation. That presentation and analysis are described in
                  extensive detail in the proxy statement and the presentation
                  is filed as an exhibit to the Schedule 13E-3. All material
                  findings of Lehman Brothers were presented to the special
                  committee in the June 14, 2005 meeting. The factual data and
                  analysis of that data in the December 2004 presentations were
                  superseded by more current data and analysis in the June 14,
                  2005 presentation.

         o        DIFFERENCES FROM MEYERS PARKING. The facts underlying the
                  company's situation are very different from the Meyers Parking
                  transaction, which centered on third party appraisals of the
                  issuer's assets that had been provided to the issuer's
                  financial advisor, Bear Stearns. The staff concluded in Meyers
                  Parking that disclosure of these appraisals would provide
                  stockholders with a means to assess the merger price. In the
                  company's