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    HUSCH &

EPPENBERGER, LLC

Attorneys and Counselors at Law

    190 Carondelet Plaza, Suite 600

St. Louis, Missouri  63105-3441

314-480-1500

Fax: 314-480-1505

www.husch.com

Direct Dial: (314) 480-1715

E-mail: maryanne.oconnell@husch.com

August 22, 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 included in
Amendment No. 2 to Schedule 14A, filed August 22, 2005

    Amendment No. 2 to Schedule 13E-3 filed by John Q. Hammons Hotels, Inc.; John Q.
Hammons, Revocable Trust of John Q. Hammons; Hammons, Inc.; JQH Acquisition LLC; JQH
Merger Corporation and Jonathan D. Eilian on August 22, 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 18, 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:

    •

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

    •

    one copy of the revised proxy statement marked to show changes from the last filing.

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

Ms. Abby Adams

August 22, 2005

Page 2

Schedule 13E-3

    1.

    We note that you have filed a report by the financial advisor dated June 6, 2005. Please
note that where tables and graphics filed in EDGAR cannot be understood, you must provide a
fair and accurate summary of the information. See Rule 304(a) of Regulation S-T and the Note
to that paragraph. Please revise the exhibit accordingly. In addition, please provide us a
courtesy copy of these materials as used.

Response: We have refiled the Lehman Brothers report dated June 14, 2005, as Exhibit (c)(2) to the
Schedule 13E-3 in HTML format, so that the tables and graphs appear on Edgar in a manner identical
to the format presented to the board of directors.

Preliminary Proxy Statement

Summary Term Sheet

    2.

    We reissue comment 3 in part. We note that the much of the disclosure found in the section
entitled “Information About the Special Meeting and Voting,” found on pages 2-4 is repeated
from the summary. Please revise the summary term sheet to include all of the material
information disclosed in this section and begin the special factor section immediately
following the summary term sheet. In addition, please expand the discussion in the section
entitled “Interests of Our Directors and Executive Officers in the Merger” to summarize the
benefits for Mr. Hammonds of the various agreements to which you refer in this section. Also,
revise an appropriate portion of the special factors section to detail the benefits and
detriments of the transaction with respect to Mr. Hammons, the company, other affiliates, and
the unaffiliated security holders. See Instruction 2 to Item 1013 of Regulation M-A.

Response: We have revised the Summary Term Sheet disclosure in the proxy statement as requested,
and have eliminated the section entitled “Information About the Special Meeting and Voting.” We
also have added a new subsection entitled “Benefits and Detriments of the Merger to the Significant
Parties” at the end of “Certain Effects of the Merger” (on page 3) to describe the benefits and detriments to
each party in more detail.

Ms. Abby Adams

August 22, 2005

Page 3

Special Factors, page 4

    3.

    We are unable to locate the revised disclosure in response to comment 8. Please advise or
revise. In doing so, it appears you should address the tax benefits of the various agreements
entered into by Mr. Hammons and whether and to what degree the tax implications affected the
form and timing of the transaction. See Item 1015(d) of Regulation M-A.

Response: In response to comment 8, the “Special Factors” section of the first amendment to the
Schedule 14A included:

    •

    a paragraph on page 24 explaining the timing of the transaction from the company’s point
of view, where we noted that prior to Mr. Hammons’ willingness to engage in discussions
regarding a transaction involving his ownership interest, the board did not believe a
merger or similar transaction was feasible, and

    •

    language on page 26 explaining that Mr. Hammons engaged in the transaction at this time
to provide liquidity for continued hotel development.

The tax implications for Mr. Hammons did not affect the form of the transaction from the company’s
standpoint because this transaction is in the traditional structure for an acquisition of a public
company: a cash-out merger. The special committee and board of directors were not involved in negotiating or
structuring the agreements among the JQH Stockholders and Acquisition, and reviewed those
agreements only in the context of evaluating the fairness of the entire transaction to the
unaffiliated stockholders, as disclosed in detail in the background discussion.

We have added disclosure to address the effect of the tax implications for Mr. Hammons to the
discussion of “Position of the JQH Stockholders as to the Fairness of the Merger” (on page 25).

Background of the Merger, page 7

    4.

    Revise the added disclosure at the bottom of page 16 to clarify what determination Lehman
Brothers made with respect to the fairness and reasonableness opinions.

Response: We have revised the disclosure in the proxy statement as requested (on page 14).

Ms. Abby Adams

August 22, 2005

Page 4

    5.

    With a view toward disclosure, please tell us whether there are any additional past or
present relationships between any of the filing persons and their affiliates and members of
the special committee which may affect the independence of the special committee.

Response: There are no additional past or present relationships between any of the filing persons
and their affiliates and members of the special committee which may affect the independence of the
special committee.

    6.

    We disagree with your analysis that the earlier reports, dated December 6, 2004 and December
24, 2004 are not materially related to the transaction. We note that the Charles L.
Ephraim letter states that “the fact that a report, opinion or appraisal was not
specifically prepared for purposes of the going-private transaction is not dispositive of its
relevance or materiality to the transaction.” We also note that in In re Meyers Parking
System, Exchange Act Release No. 26069 (September 12, 1988), the disclosure was deficient
where the filing persons did not summarize in initial report by fairness advisor in which the
advisor analyzed a prior proposal at a lower value. The Release states, “Knowing the basis
and reasons for the [financial advisor’s] opinion on the $22.00 initial offer would have given
a minority shareholder additional information on which to evaluate the adequacy of the
subsequent $29.50 offer.” Id. at Section III. In this transaction, the same special
committee was engaged at that time these reports were presented, the same financial advisor
reviewed the proposed transactions discussed in those reports, and it appears that these
reports were prepared in the course of the same process to evaluate proposed transactions that
led to the ultimate agreement. Please revise the document to summarize each report.

Response: We have added summary disclosure to the proxy statement as requested (on pages 10, 13 and 14) as we discussed in
our telephone conference on August 19, 2005, and have included the December 6, 2004 and December
29, 2004 presentations by Lehman Brothers as exhibits to Amendment No. 2 to the Schedule 13E-3.

Ms. Abby Adams

August 22, 2005

Page 5

    7.

    Please refer to comment 5. We note that you have incorporated the agreements between a
filing person on the Schedule 13e-3 and these shareholders by reference, however, we are
unable to locate disclosure of a background or summary of these agreements or the identities
of the security holders who have agreed to vote their shares in favor (other than in
beneficial ownership table). Please revise the background section accordingly. See Item
1005(e) of Regulation M-A and Item 5 of Schedule 13E-3.

Response: A description of the terms of the agreement between Acquisition and certain stockholders
was included in the first amendment to the Schedule 14A, in a new section on pages 39-40 under the
heading “Agreements Between Acquisition and Certain Unaffiliated Stockholders.” In this filing, we
also inserted the names of those stockholders and a cross-reference to this additional disclosure
in the Background section of the proxy statement on page 16.

    8.

    We note your response to comment 7 regarding how you will inform security holders if the
special committee waives the minority voting requirement. First, clarify for us whether the
special committee makes this determination based on the best interests of the company (as
previously disclosed) or the unaffiliated security holders (as currently disclosed). Second,
it appears that this waiver may be a material change that would require you to file and
disseminate an amended Schedule 13E-3 and definitive additional soliciting materials pursuant
to Rule 14a-6. It also appears that the filing persons may need to revise their fairness
determinations to clarify why the transaction continues to be fair despite the absence of this
safeguard. Please provide us your analysis in this regard. Also tell us how many days in
advance of the vote you intend to provide this notice.

Response: The merger agreement (in Section 7.1) provides that the special committee has sole
discretion to waive the “majority of the minority” vote requirement. The special committee sought
to reserve this right in order to preserve the ability as fiduciaries on behalf of the unaffiliated
stockholders to respond to unforeseen circumstances that might threaten or adversely affect the
completion of a transaction that the special committee believes is in the best interests of the
unaffiliated stockholders. The special committee would only make a determination to waive this
voting requirement, in the exercise of its fiduciary obligations, if it believed such determination
was in the best interests of the unaffiliated stockholders.

Ms. Abby Adams

August 22, 2005

Page 6

The special committee is unaware of any circumstances that would cause it to waive the majority of
the minority voting requirement prior to the special meeting of stockholders. However, if such
circumstances were to arise, the company would advise the staff and would amend the filing to
include additional disclosure regarding the determination as to procedural fairness notwithstanding
the absence of a vote of unaffiliated stockholders. Furthermore, while any such determination
would depend on the particular facts, the company believes that if any such action were taken by
the special committee the company likely would mail to its stockholders a supplement to the proxy
statement advising them of the special committee’s actions. Any such mailing would occur at least
five business days before the meeting. While not directly applicable to our circumstances, please note that this is the same
amount of time, for example, that a tender offer must remain open following
the date of a material change to tender offer materials under Rule 14d-4(d)(2)(i).

Reasons for the Board’s Recommendation; Factors Considered, page 24

    9.

    We note the revised disclosure in response to comment 9. If the board or special committee
was aware of net book value or liquidation value, then it appears you should disclose the
value in discussing what consideration the board and special committee gave to the value.
Also, as lack of intent to liquidate alone does not eliminate the need to address liquidation
value, please revise this discussion to clarify why the board did not consider liquidation
value. See Q&A No. 20 in Exchange Act Release No. 17719 (April 13, 1981). In doing so,
please clarify why the fact that “the proposed merger consideration was clearly in excess of
the stockholders’ equity reflected on the Company’s balance sheet” supports the liquidation
value discussion.

Response: We have revised the disclosure in the proxy statement as requested (on page 20).

    10.

    Refer to comment 10. Please revise the procedural fairness determination to clarify what
consideration was given to the fact that the special committee can waive the minority voting
requirement if it determines it is in the best interests of the unaffiliated security holders
(or the company) to do so. Also clarify how each filing person reached a procedural fairness
determination despite the absence of the safeguards in Item 1014(c) and (d) of Regulation M-A.

Ms. Abby Adams

August 22, 2005

Page 7

Response: We have revised the disclosure in the proxy statement as requested (on pages 22-26) to clarify the
consideration given to the ability of the special committee to waive the minority voting
requirement and how each filing person reached a procedural fairness determination despite the
absence of the safeguard in Item 1014(c) of Regulation M-A. We believe, however, that the
safeguard in Item 1014(d) of Regulation M-A has been satisfied in that the special committee
retained an independent legal advisor to negotiate the terms of the proposed transaction on behalf
of the unaffiliated stockholders and an independent financial advisor to prepare a report on the
fairness of the proposed transaction from the perspective of the unaffiliated stockholders.

Position of Eilian, Acquisition and Merger Sub, page 25

    11.

    We reissue comment 13 to the extent that these filing persons adopt the analysis and
conclusions of the board, discussed above.

Response: We have revised the disclosure in the proxy statement as requested (on page 24). Please also see our response to comment 10, and the disclosure added to the proxy statement
in response to those comments. The revised disclosure includes the factors analyzed by, and the conclusions of, the board of directors
and the special committee adopted by Eilian, Acquisition and Merger Sub.

Position of the JQH Stockholders as to the Fairness of the Merger, page 26

    12.

    We reissue comment 14. As the JQH Stockholders have not adopted the opinion and analysis of
the board, revise this section to discuss all substantive and procedural factors in Item
1014(b) of Regulation M-A. To the extent you have done so, provide additional detail. See
Instruction 3 to Item 1014 of Regulation M-A and In re Meyers Parking System, Exchange
Act Release No. 26069 (September 12, 1988). If these filing persons did not deem a particular
factor to be material, please explain why.

Response: We have revised the disclosure in the proxy statement as requested (on pages 24-26).

Ms. Abby Adams

August 22, 2005

Page 8

Opinions of Lehman Brothers, page 27

    13.

    We note your response to comment 17. Please provide a detailed analysis regarding why
disclosure of any additional details of the projections provided by management are not
material and should not be required to be disclosed.

Response: We have added additional detail regarding the company’s projections of revenue per
available room, occupancy and average daily room rate (on pag