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                                                                     EXHIBIT 4.8

                                AMENDMENT NO. 3
                                    TO THE
                                    BYLAWS
                             OF JAMESON INNS, INC.

     Article VII of the Bylaws of Jameson Inns, Inc. is hereby amended by adding
new Section 7.9 to read in its entirety as follows:

          Section 7.9 Inspection of Records by Shareholders. (a) A shareholder
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     is entitled to inspect and copy, during regular business hours at the
     corporation's principal office, any of the following records of the
     corporation if the shareholder gives the corporation written notice of the
     shareholder's demand at least five business days before the date on which
     the shareholder wishes to inspect and copy such records:

               1.  The corporation's Articles or Restated Articles of
          Incorporation and all amendments currently in effect;

               2.  The corporation's Bylaws or Restated Bylaws and all
          amendments currently in effect;

               3.  Resolutions adopted by either the shareholders or the Board
          of Directors increasing or decreasing the number of directors, the
          classification of directors, if any, and the names and residence
          addresses of al members of the Board of Directors;

               4.  Resolutions adopted by the Board of Directors creating one or
          more classes or series of shares, and fixing their relative rights,
          preferences, and limitations, if shares issued pursuant to such
          resolutions are outstanding and any resolutions adopted by the Board
          of Directors that affect the size of the Board of Directors;

               5.  The minutes of all shareholders' meetings, executed waivers
          of notice of meetings, and executed written consents evidencing all
          action taken by shareholders without a meeting, for the past three
          years;

               6. All written communications to shareholders generally within
          the past three years, including the financial statements furnished for
          the past three years under Official Code of Georgia Annotated (S) 14-
          2-1620 (GCA (S) 22-1620);
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               7.  A list of the names and business addresses of the
          corporation's current directors and officers; and

               8.  The corporation's most recent annual registration as
          delivered to the Secretary of State.

          (b) A shareholder is entitled to inspect and copy, during regular
     business hours at a reasonable location specified by the corporation, any
     of the following records of the corporation if the shareholder meets the
     requirements of subsection (c) of this Section 7.9 and gives the
     corporation written notice of the shareholder's demand at least five
     business days before the date on which the shareholder wishes to inspect
     and copy such records:

               1.  Excerpts from minutes of any meeting of the Board of
          Directors, records of any action of a committee of the Board of
          Directors while acting in place of the Board of Directors on behalf of
          the corporation, minutes of any meeting of the shareholders, and
          records of action taken by the shareholders or Board of Directors
          without a meeting, to the extent not subject to inspection under
          subsection (a) of this Section 7.9;

               2.  Accounting records of the corporation; and

               3.  The record of shareholders.

          (c) A shareholder may inspect and copy the records described in
     subsection (b) of this Section 7.9 only if: (1) the shareholder's demand is
     made in good faith and for a proper purpose that is reasonably relevant to
     the shareholder's legitimate interest as a shareholder; (2) the shareholder
     owns two percent or more the corporation's outstanding shares; (3) the
     shareholder describes with reasonable particularity the shareholder's
     purpose and the records the shareholder desires to inspect; (4) the records
     are directly connected with the shareholder's purpose;  (5) the records are
     to be used only for the stated purpose; and (6) the shareholder signs a
     confidentiality and non-disclosure agreement acceptable to the corporation.

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