As filed with the Securities and Exchange Commission on December 19, 1997.
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ------------------

                               JAMESON INNS, INC.
             (Exact name of registrant as specified in its charter)

      Georgia                                   58-2079583
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                       8 Perimeter Center East, Suite 8050
                           Atlanta, Georgia 30346-1603
          (Address, including zip code, of principal executive offices)
                                 ---------------

                        JAMESON 1996 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                 ---------------

                                Steven A. Curlee
                               Jameson Inns, Inc.
                       8 Perimeter Center East, Suite 8050
                           Atlanta, Georgia 30346-1603
                                 (770) 901-9020
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
                                   Copies to:
                             Lynnwood R. Moore, Jr.
                  Conner & Winters, A Professional Corporation
                             2400 First Place Tower
                                15 E. 5th Street
                              Tulsa, Oklahoma 74103
                                 (918) 586-5711
                                 --------------

                         CALCULATION OF REGISTRATION FEE

Title of securities       Amount         Proposed maximum  Proposed maximum
 to be registered    to be registered     offering price       aggregate       
                                           per share(1)    offering price(1)   

Common Stock, par     500,000 shares         $  11.625        $ 5,812,500.00    
value $.10 per
share                              

  Amount of        
Registration fee   
                   
 $  1,714.69       

(1) Solely for the purpose of calculating the  registration fee pursuant to Rule
457(h) on the basis of the  average  of the high and low  prices  for the Common
Stock on The Nasdaq Stock Market on December 12, 1997.

                                                      -1-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Information by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated in this Registration  Statement by
reference:

     (1) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
     December 31, 1996;

     (2) The Company's  Quarterly Reports on Form 10-Q for the quarterly periods
     ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (3) The Registrant's Current Report on Form 8-K filed March 7, 1997; and

     (4) The  description  of the  Registrant's  Common  Stock  contained in the
     Registrant's  Registration  Statement on Form 8-A filed with the Commission
     on January 19, 1994.

         In addition,  all documents filed by the Registrant pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference in this Registration Statement.

Item 4.  Description of Securities.  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Certain  legal matters with respect to the issuance of the Common Stock
registered  hereby  will be passed  upon by  Conner &  Winters,  A  Professional
Corporation ("Conner & Winters"), Tulsa, Oklahoma.

Item 6.  Indemnification of Directors and Officers.

         Under  Sections  14-2-851  through  14-2-857  of the  Official  Code of
Georgia  Annotated  (the  "Code"),  a corporation  is permitted,  and in certain
instances  required,  to  indemnify a director of the  corporation  against,  in
general, expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement  actually and reasonably incurred by him or her if he or she acted
in a manner he or she in good faith believed to be in or not opposed to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action  brought by or in the right of a  corporation  in which
the director is adjudged  liable to the  corporation  or in connection  with any
proceeding  in which a director  is liable on the basis that a personal  benefit
was improperly  received by him or her, the corporation may indemnify a director
of the corporation  against  expenses  (including  attorneys' fees) actually and
reasonably incurred by him or her only if a court finds that, in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity. In such case, the director's indemnification is limited to reasonable
expenses incurred unless the articles of incorporation or a bylaw,  contract, or
resolution  approved  or  ratified by the  corporation's  shareholders  provides
otherwise.   Under  Section  14-2-854  of  the  Code,  unless  its  articles  of
incorporation  provide  otherwise,  a corporation may, and in certain conditions
must,  similarly indemnify persons who are officers,  employees or agents of the
corporation.  Section 14-2-856 of the Code also permits the Company to indemnify
directors without regard to the limitations  otherwise  imposed  under the Code 

                                                        -1-

<PAGE>



if  authorized  by  the  articles  of  incorporation  or a  bylaw,  contract  or
resolution  approved or ratified by the  shareholders by a majority of the votes
entitled to be cast.

         The Registrant's Articles of Incorporation provide  that to the fullest
extent  permitted by the Code as the same exists or may hereafter be amended,  a
director  of the  Registrant  shall  not be  liable  to  the  Registrant  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director.
The  Code  permits  Georgia   corporations  to  include  in  their  articles  of
incorporation  a  provision  eliminating  or  limiting  director  liability  for
monetary  damages  arising  from  breaches  of their  fiduciary  duty.  The only
limitations  imposed  under the statute are that the provision may not eliminate
or limit a director's  liability (i) for any appropriation,  in violation of his
or her duties, of any business opportunity of the corporation,  (ii) for acts or
omissions involving intentional  misconduct or a knowing violation of law, (iii)
for  the  payment  of  unlawful   dividends  or  unlawful  stock   purchases  or
redemptions, or (iv) for transactions in which the director received an improper
personal  benefit.  In addition,  directors  and  officers  are insured,  at the
Registrant's expense, against certain liabilities which might arise out of their
employment and are not subject to indemnification under the Registrant's By-Laws
or Articles of Incorporation.

         The  Registrant's  Articles of Incorporation  and By-Laws  provide,  in
general,  that each person who was or is made a party to, or is involved in, any
action,  suit or  proceeding by reason of the fact that he or she was a director
or officer of the Registrant (or was serving at the request of the Registrant as
a director,  officer,  employee or agent for another entity) will be indemnified
and held harmless by the Registrant, to the full extent authorized by the Code.

         The foregoing summaries are necessarily subject to the complete text of
the statute, Articles of Incorporation, By-Laws and agreements referred to above
and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.  Not applicable.

Item 8.  Exhibits*.

4.1       Jameson 1996 Stock Incentive Plan incorporated by reference to Exhibit
          10.45 to the Registrant's Annual
          Report on form 10-K for the year ended December 31, 1996.
**5       Opinion of Conner & Winters, A Professional Corporation.
**23.1    Consent of Ernst & Young, LLP.
**23.2    Consent of Conner & Winters, A Professional Corporation (included in
          Exhibit 5 hereto).
**24      Power of Attorney (included in this Part II).

--------------
*        Exhibits not included are not applicable.
**       Filed herewith.


Item 9.  Undertakings.

         1.       The undersigned Registrant hereby undertakes:

                  (a) To file,  during any  period in which  offers or sales are
         being  made of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                   Section 10(a)(3) of the Securities Act of 1933 (the 
                   "1933 Act");

                           (ii)     To reflect in the prospectus any facts or
                   events arising after the effective date of this Registration
                   Statement (or the most recent  post-effective amendment 
                   thereof) which, individually or in the aggregate, represent a

                                                         -2-

<PAGE>



     fundamental  change  in the  information  set  forth  in this  Registration
     Statement; and
                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a  post-effective  amendment by those  paragraphs  is
         contained  in  periodic  reports  filed by the  registrant  pursuant to
         Section 13 or Section  15(d) of the Exchange Act that are  incorporated
         by reference in this Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the 1933 Act, each such post-effective  amendment shall be deemed to be
         a  new  registration  statement  relating  to  the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         2. The  undersigned  Registrant  hereby  further  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
                                                         -3-

<PAGE>



                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Thomas W. Kitchin and Craig R. Kitchin,
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full  power of  substitution  and  resubstitution,  for him or her in his or her
name, place and stead, in any and all capacities,  to sign any or all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents,  or any of them, or
their or his or her  substitute or  substitutes,  may lawfully do or cause to be
done by virtue thereof.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on December 15, 1997.

                              JAMESON INNS, INC.
                                (Registrant)

                              By:  /s/ Thomas W. Kitchin
                              -------------------------------------------------
                                       Thomas W. Kitchin
                                       Chairman of the Board of Directors, Chief
                              Executive Officer and President


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

   Signature                          Title                           Date
   ---------                          -----                           ----
/s/ Thomas W. Kitchin   Chairman of the Board of Directors,    December 15, 1997
Thomas W. Kitchin        Director, Chief Executive Officer,
                                  and President
                           (principal executive officer)

/s/ Craig R. Kitchin          Chief Financial Officer          December 15, 1997
Craig R. Kitchin                   and Treasurer
                          (principal accounting officer;
                            principal financial officer)

--------------------------------       Director                December 15, 1997
Dr. Robert D. Hisrich


/s/ Michael E. Lawrence                Director                December 15, 1997
--------------------------------
Michael E. Lawrence

/s/ Thomas J. O'Haren                  Director                December 15, 1997
--------------------------------
Thomas J. O'Haren


                                                         -4-
<PAGE>



<TABLE>
<CAPTION>


                                INDEX TO EXHIBITS


                                                                    Sequentially
                                                                      Numbered
Exhibit    Description                                                  Page
-------    -----------                                               ----------
<S>        <C>                                                       <C>

4.1       Jameson 1996 Stock Incentive Plan incorporated by reference
          to Exhibit 10.45 to the Registrant's Annual Report on form
          10-K for the year ended December 31, 1996.
** 5      Opinion of Conner & Winters, A Professional Corporation.
**23.1    Consent of Ernst & Young, LLP.
**23.2    Consent  of Conner & Winters,  A Professional Corporation 
          (included in Exhibit 5 hereto).
**24      Power of Attorney (included in this Part II).

--------------
*  Exhibits not included are not applicable.
**Filed herewith.
</TABLE>

                                               -5-

<PAGE>



                                CONNER & WINTERS
                                  [LETTERHEAD]

                                         December 15, 1997

Jameson Inns, Inc.
8 Perimeter Center East
Suite 8050
Atlanta, Georgia 30346-1603

   Re:      Jameson Inns, Inc. - Registration Statement on Form S-8
            (the "Registration Statement")


Gentlemen:

   We have acted as counsel to Jameson Inns,  Inc., a Georgia  corporation  (the
"Company"), in connection with the proposed public offering by the Company of an
aggregate of up to 500,000 restricted shares of the Company's Common Stock, $.10
par value per share (the "Shares"), pursuant to the 1996 Jameson Stock Incentive
Plan (the "Plan").

   In reaching the conclusions  expressed in this opinion,  we have (a) examined
such  certificates of public  officials and of corporate  officers and directors
and such other documents and matters as we have deemed necessary or appropriate,
(b) relied  upon the  accuracy  of facts and  information  set forth in all such
documents,  and (c) assumed the genuineness of all signatures,  the authenticity
of  all  documents  submitted  to us as  copies,  and  the  authenticity  of the
originals from which all such copies were made.

   Based on the foregoing, we are of the opinion that the Shares to be issued by
the Company  pursuant to the Plan have been duly authorized and, when issued and
delivered  in  accordance  with the terms and  conditions  of the Plan,  will be
validly  issued,  fully paid and  non-assessable  shares of Common  Stock of the
Company.

   We  consent to the use of this  opinion  as an  exhibit  to the  Registration
Statement and to the reference to our firm in the Registration Statement and the
Prospectus constituting a part thereof under the caption "Legal Matters."


            Sincerely,



            CONNER & WINTERS,

            A Professional Corporation




                                               -6-

<PAGE>


                                                                   Exhibit 23.1



                         CONSENT OF INDEPENTENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Jameson 1996 Stock Incentive Plan of Jameson Inns,  Inc.,
of our  report  dated  February  21,  1997,  with  respect  to the  consolidated
financial  statements and schedule of Jameson Inns, Inc.  included in its Annual
Report (Form 10-K/ A-1) for the year ended  December  31,  1996,  filed with the
Securities and Exchange Commission.


                                                              ERNST & YOUNG LLP

Atlanta, Georgia
December 16, 1997
                                               -7-

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 20653}]
{"company-data": {"conformed-name": "JAMESON INNS INC", "cik": "0000914373", "assigned-sic": "6798", "irs-number": "582079583", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42735", "film-number": "97741439"}, "business-address": {"street1": "8 PERIMETER CENTER E", "street2": "STE 8050", "city": "ATLANTA", "state": "GA", "zip": "30346-1603", "phone": "7709019020"}, "mail-address": {"street1": "1950 CENTURY BLVD NE", "street2": "STE 2", "city": "ATLANTA", "state": "GA", "zip": "30345-3317"}, "former-company": {"former-conformed-name": "JAMESON CO", "date-changed": "19931103"}}
As filed with the Securities and Exchange Commission on December 19, 1997.
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ------------------

                               JAMESON INNS, INC.
             (Exact name of registrant as specified in its charter)

      Georgia                                   58-2079583
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                       8 Perimeter Center East, Suite 8050
                           Atlanta, Georgia 30346-1603
          (Address, including zip code, of principal executive offices)
                                 ---------------

                        JAMESON 1996 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                 ---------------

                                Steven A. Curlee
                               Jameson Inns, Inc.
                       8 Perimeter Center East, Suite 8050
                           Atlanta, Georgia 30346-1603
                                 (770) 901-9020
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
                                   Copies to:
                             Lynnwood R. Moore, Jr.
                  Conner & Winters, A Professional Corporation
                             2400 First Place Tower
                                15 E. 5th Street
                              Tulsa, Oklahoma 74103
                                 (918) 586-5711
                                 --------------

                         CALCULATION OF REGISTRATION FEE

Title of securities       Amount         Proposed maximum  Proposed maximum
 to be registered    to be registered     offering price       aggregate       
                                           per share(1)    offering price(1)   

Common Stock, par     500,000 shares         $  11.625        $ 5,812,500.00    
value $.10 per
share                              

  Amount of        
Registration fee   
                   
 $  1,714.69       

(1) Solely for the purpose of calculating the  registration fee pursuant to Rule
457(h) on the basis of the  average  of the high and low  prices  for the Common
Stock on The Nasdaq Stock Market on December 12, 1997.

                                                      -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Information by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") are incorporated in this Registration  Statement by
reference:

     (1) The  Registrant's  Annual Report on Form 10-K for the fiscal year ended
     December 31, 1996;

     (2) The Company's  Quarterly Reports on Form 10-Q for the quarterly periods
     ended March 31, 1997, June 30, 1997 and September 30, 1997;

     (3) The Registrant's Current Report on Form 8-K filed March 7, 1997; and

     (4) The  description  of the  Registrant's  Common  Stock  contained in the
     Registrant's  Registration  Statement on Form 8-A filed with the Commission
     on January 19, 1994.

         In addition,  all documents filed by the Registrant pursuant to Section
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which indicates that all securities  offered have been sold or which deregisters
all  securities  then  remaining  unsold shall be deemed to be  incorporated  by
reference in this Registration Statement.

Item 4.  Description of Securities.  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Certain  legal matters with respect to the issuance of the Common Stock
registered  hereby  will be passed  upon by  Conner &  Winters,  A  Professional
Corporation ("Conner & Winters"), Tulsa, Oklahoma.

Item 6.  Indemnification of Directors and Officers.

         Under  Sections  14-2-851  through  14-2-857  of the  Official  Code of
Georgia  Annotated  (the  "Code"),  a corporation  is permitted,  and in certain
instances  required,  to  indemnify a director of the  corporation  against,  in
general, expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement  actually and reasonably incurred by him or her if he or she acted
in a manner he or she in good faith believed to be in or not opposed to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action  brought by or in the right of a  corporation  in which
the director is adjudged  liable to the  corporation  or in connection  with any
proceeding  in which a director  is liable on the basis that a personal  benefit
was improperly  received by him or her, the corporation may indemnify a director
of the corporation  against  expenses  (including  attorneys' fees) actually and
reasonably incurred by him or her only if a court finds that, in view of all the
circumstances  of the case,  such  person is fairly and  reasonably  entitled to
indemnity. In such case, the director's indemnification is limited to reasonable
expenses incurred unless the articles of incorporation or a bylaw,  contract, or
resolution  approved  or  ratified by the  corporation's  shareholders  provides
otherwise.   Under  Section  14-2-854  of  the  Code,  unless  its  articles  of
incorporation  provide  otherwise,  a corporation may, and in certain conditions
must,  similarly indemnify persons who are officers,  employees or agents of the
corporation.  Section 14-2-856 of the Code also permits the Company to indemnify
directors without regard to the limitations  otherwise  imposed  under the Code 

                                                        -1-
if  authorized  by  the  articles  of  incorporation  or a  bylaw,  contract  or
resolution  approved or ratified by the  shareholders by a majority of the votes
entitled to be cast.

         The Registrant's Articles of Incorporation provide  that to the fullest
extent  permitted by the Code as the same exists or may hereafter be amended,  a
director  of the  Registrant  shall  not be  liable  to  the  Registrant  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director.
The  Code  permits  Georgia   corporations  to  include  in  their  articles  of
incorporation  a  provision  eliminating  or  limiting  director  liability  for
monetary  damages  arising  from  breaches  of their  fiduciary  duty.  The only
limitations  imposed  under the statute are that the provision may not eliminate
or limit a director's  liability (i) for any appropriation,  in violation of his
or her duties, of any business opportunity of the corporation,  (ii) for acts or
omissions involving intentional  misconduct or a knowing violation of law, (iii)
for  the  payment  of  unlawful   dividends  or  unlawful  stock   purchases  or
redemptions, or (iv) for transactions in which the director received an improper
personal  benefit.  In addition,  directors  and  officers  are insured,  at the
Registrant's expense, against certain liabilities which might arise out of their
employment and are not subject to indemnification under the Registrant's By-Laws
or Articles of Incorporation.

         The  Registrant's  Articles of Incorporation  and By-Laws  provide,  in
general,  that each person who was or is made a party to, or is involved in, any
action,  suit or  proceeding by reason of the fact that he or she was a director
or officer of the Registrant (or was serving at the request of the Registrant as
a director,  officer,  employee or agent for another entity) will be indemnified
and held harmless by the Registrant, to the full extent authorized by the Code.

         The foregoing summaries are necessarily subject to the complete text of
the statute, Articles of Incorporation, By-Laws and agreements referred to above
and are qualified in their entirety by reference thereto.

Item 7.  Exemption from Registration Claimed.  Not applicable.

Item 8.  Exhibits*.

4.1       Jameson 1996 Stock Incentive Plan incorporated by reference to Exhibit
          10.45 to the Registrant's Annual
          Report on form 10-K for the year ended December 31, 1996.
**5       Opinion of Conner & Winters, A Professional Corporation.
**23.1    Consent of Ernst & Young, LLP.
**23.2    Consent of Conner & Winters, A Professional Corporation (included in
          Exhibit 5 hereto).
**24      Power of Attorney (included in this Part II).

--------------
*        Exhibits not included are not applicable.
**       Filed herewith.

Item 9.  Undertakings.

         1.       The undersigned Registrant hereby undertakes:

                  (a) To file,  during any  period in which  offers or sales are
         being  made of the  securities  registered  hereby,  a  post-effective
         amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                   Section 10(a)(3) of the Securities Act of 1933 (the 
                   "1933 Act");

                           (ii)     To reflect in the prospectus any facts or
                   events arising after the effective date of this Registration
                   Statement (or the most recent  post-effective amendment 
                   thereof) which, individually or in the aggregate, represent a

                                                         -2-
fundamental  change  in the  information  set  forth  in this  Registration
     Statement; and
                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in this Registration Statement;

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
         (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
         to be included in a  post-effective  amendment by those  paragraphs  is
         contained  in  periodic  reports  filed by the  registrant  pursuant to
         Section 13 or Section  15(d) of the Exchange Act that are  incorporated
         by reference in this Registration Statement.

                  (b) That, for the purpose of determining  any liability  under
         the 1933 Act, each such post-effective  amendment shall be deemed to be
         a  new  registration  statement  relating  to  the  securities  offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (c) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         2. The  undersigned  Registrant  hereby  further  undertakes  that, for
purposes of  determining  any  liability  under the 1933 Act, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. Insofar as  indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
                                                         -3-
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints Thomas W. Kitchin and Craig R. Kitchin,
and each of them, his or her true and lawful  attorneys-in-fact and agents, with
full  power of  substitution  and  resubstitution,  for him or her in his or her
name, place and stead, in any and all capacities,  to sign any or all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and all  other  documents  in  connection  therewith,  with the  Securities  and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact  and agents,  or any of them, or
their or his or her  substitute or  substitutes,  may lawfully do or cause to be
done by virtue thereof.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Atlanta, State of Georgia, on December 15, 1997.

                              JAMESON INNS, INC.
                                (Registrant)

                              By:  /s/ Thomas W. Kitchin
                              -------------------------------------------------
                                       Thomas W. Kitchin
                                       Chairman of the Board of Directors, Chief
                              Executive Officer and President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

   Signature                          Title                           Date
   ---------                          -----                           ----
/s/ Thomas W. Kitchin   Chairman of the Board of Directors,    December 15, 1997
Thomas W. Kitchin        Director, Chief Executive Officer,
                                  and President
                           (principal executive officer)

/s/ Craig R. Kitchin          Chief Financial Officer          December 15, 1997
Craig R. Kitchin                   and Treasurer
                          (principal accounting officer;
                            principal financial officer)

--------------------------------       Director                December 15, 1997
Dr. Robert D. Hisrich

/s/ Michael E. Lawrence                Director                December 15, 1997
--------------------------------
Michael E. Lawrence

/s/ Thomas J. O'Haren                  Director                December 15, 1997
--------------------------------
Thomas J. O'Haren

                                                         -4-
INDEX TO EXHIBITS

                                                                    Sequentially
                                                                      Numbered
Exhibit    Description                                                  Page
-------    -----------                                               ----------
4.1       Jameson 1996 Stock Incentive Plan incorporated by reference
          to Exhibit 10.45 to the Registrant's Annual Report on form
          10-K for the year ended December 31, 1996.
** 5      Opinion of Conner & Winters, A Professional Corporation.
**23.1    Consent of Ernst & Young, LLP.
**23.2    Consent  of Conner & Winters,  A Professional Corporation 
          (included in Exhibit 5 hereto).
**24      Power of Attorney (included in this Part II).

--------------
*  Exhibits not included are not applicable.
**Filed herewith.
-5-
CONNER & WINTERS
                                  [LETTERHEAD]

                                         December 15, 1997

Jameson Inns, Inc.
8 Perimeter Center East
Suite 8050
Atlanta, Georgia 30346-1603

   Re:      Jameson Inns, Inc. - Registration Statement on Form S-8
            (the "Registration Statement")

Gentlemen:

   We have acted as counsel to Jameson Inns,  Inc., a Georgia  corporation  (the
"Company"), in connection with the proposed public offering by the Company of an
aggregate of up to 500,000 restricted shares of the Company's Common Stock, $.10
par value per share (the "Shares"), pursuant to the 1996 Jameson Stock Incentive
Plan (the "Plan").

   In reaching the conclusions  expressed in this opinion,  we have (a) examined
such  certificates of public  officials and of corporate  officers and directors
and such other documents and matters as we have deemed necessary or appropriate,
(b) relied  upon the  accuracy  of facts and  information  set forth in all such
documents,  and (c) assumed the genuineness of all signatures,  the authenticity
of  all  documents  submitted  to us as  copies,  and  the  authenticity  of the
originals from which all such copies were made.

   Based on the foregoing, we are of the opinion that the Shares to be issued by
the Company  pursuant to the Plan have been duly authorized and, when issued and
delivered  in  accordance  with the terms and  conditions  of the Plan,  will be
validly  issued,  fully paid and  non-assessable  shares of Common  Stock of the
Company.

   We  consent to the use of this  opinion  as an  exhibit  to the  Registration
Statement and to the reference to our firm in the Registration Statement and the
Prospectus constituting a part thereof under the caption "Legal Matters."

            Sincerely,

            CONNER & WINTERS,

            A Professional Corporation

                                               -6-
Exhibit 23.1

                         CONSENT OF INDEPENTENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Jameson 1996 Stock Incentive Plan of Jameson Inns,  Inc.,
of our  report  dated  February  21,  1997,  with  respect  to the  consolidated
financial  statements and schedule of Jameson Inns, Inc.  included in its Annual
Report (Form 10-K/ A-1) for the year ended  December  31,  1996,  filed with the
Securities and Exchange Commission.

                                                              ERNST & YOUNG LLP

Atlanta, Georgia
December 16, 1997
                                               -7-