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                                                                   EXHIBIT 10.17

                               JAMESON INNS, INC.
                        1997 DIRECTOR STOCK OPTION PLAN

         1.      Purpose.  The purpose of the Jameson Inns, Inc. 1997 Director
Stock Option Plan (this "Plan") is to attract and retain outstanding
individuals to serve as members of the Board of Directors of Jameson Inns, Inc.
(the "Company") and to furnish incentives to such persons to use their maximum
efforts to enhance both the growth of the Company and the liquidity of the
Company's stock by providing such persons opportunities to acquire shares of
the $0.10 par value common stock of the Company ("Common Stock") on terms as
herein provided.

         2.      Shares Reserved under this Plan.  There is hereby reserved for
issuance under this Plan an aggregate of 200,000 shares of Common Stock.  If
there is a lapse, expiration, termination or cancellation of any option granted
under this Plan without the issuance of all shares thereunder, all of such
unissued shares subject to or reserved for such option may again be used for
new options granted under this Plan; provided, however, that in no event may
the number of shares of Common Stock issued under this Plan exceed the total
number of shares reserved for issuance hereunder.

         3.      Eligibility.  Each member of the Board of Directors of the
Company (the "Board") who is not a officer or full-time employee of the Company
or any of its affiliated companies (an "Eligible Director" or "Participant")
shall be eligible to participate under this Plan; provided, however, any
Eligible Director may decline any option which would otherwise be granted
hereunder.

         4.      Option Grants.  Upon adoption of this Plan by the Board and on
the first business day following the date on which the Company's annual meeting
of the shareholders is held each year, each Eligible Director shall be granted
a non-qualified option entitling such Eligible Director to purchase 5,000
shares of Common Stock, subject to the limitations set forth in Section 6 below
and at an exercise price determined in accordance with Section 5 below.

         5.      Option Exercise Price.  Each option granted under this Plan
shall be exercisable at an option price per share equal to the Fair Market
Value of a share of Common Stock on the date the option is granted in
accordance with Section 4 above.  "Fair Market Value" means the closing bid
price of a share of Common Stock reported on Nasdaq on the date as of which
Fair Market Value is to be determined; provided, that, if the Common Stock
shall be listed or admitted to trading on a national securities exchange, "Fair
Market Value" shall mean the closing price of a share of Common Stock on the
date as of which Fair Market Value is to be determined, which closing price
shall be the last reported sales price regular way or, in case no such reported
sales took place on such date, the average of the last reported bid and asked
prices regular way, in either case on the principal national securities
exchange on which the Common Stock is listed or admitted to trading.

         6.      Limitations on Exercise.  Any option granted under this Plan
may be exercised, in whole or in part, from time to time after the date
granted; provided, however, any option granted under this Plan (or any
unexercised portion thereof) may not be exercised more than (i) three months
after an Eligible Director's cessation of service as a director by reason of
resignation or failure to be re-elected, (ii) in the event of an Eligible
Director's cessation of services as a director by reason of his disability (as
defined below), one year from the date of such disability,  or (iii) in the
event of an Eligible Director's death, fifteen months from the date of such
death.
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For purposes of this Plan, an individual is disabled if he is unable to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of not less than
12 months.

         7.      Payment of Exercise Price.  The payment of the exercise price
for all shares purchased pursuant to the exercise of an option shall be by cash
and in full on the date of exercise or through the delivery of shares of Common
Stock previously held by the Participant for at least six months and having a
Fair Market Value equal to the full amount of the exercise price or by a
combination of such methods; provided, however, that in lieu of paying the
exercise price (or portions thereof) in cash or through the delivery of
previously held Common Stock, the Participant may elect to have shares of
Common Stock withheld from the shares deliverable upon such exercise if such
election is delivered to the Company in writing either (i) at least six months
prior to the date of exercise (the "Exercise Date") or (ii) prior to the
Exercise Date and in any ten business day period beginning on the third
business day following the release of the Company's quarterly or annual summary
statement of sales and earnings.  The number of shares so withheld shall have
an aggregate Fair Market Value on the date of exercise sufficient to satisfy
the portion of the exercise price obligation not satisfied by payment of cash
or delivery of previously held Common Stock.  Upon the exercise of an option
requiring tax withholding, the Participant will be required to pay to the
Company for remittance to the appropriate taxing authorities an amount
necessary to satisfy the Participant's portion of federal, state and local
taxes, if any, incurred by reason of the exercise of an option.  In lieu of
delivering cash to satisfy such withholding obligation, the Participant may
elect to have shares of Common Stock withheld from the shares deliverable upon
such exercise if such election is delivered to the Company in writing either
(i) at least six months prior to the date the amount of the tax to be withheld
is determined (the "Tax Date") or (ii) prior to the Tax Date and in any ten
business day period beginning on the third business day following the release
of the Company's quarterly or annual summary statement of sales and earnings.
The number of shares so withheld shall have an aggregate Fair Market Value on
the date of exercise sufficient to satisfy the applicable tax withholding
requirements.  The Company shall determine acceptable methods for tendering
Common Stock and may impose such limitations and prohibitions on the use of
Common Stock to exercise an option or satisfy withholding obligations as it
deems appropriate.

         8.      Nonassignability.  No option shall be transferable otherwise
than by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order (as defined in Section 414(p)(1)(B) of the Internal
Revenue Code of 1986, as amended (the "Code"), and which satisfies Section
414(p)(1)(A) of the Code); and no option shall be exercisable during the
lifetime of the person to whom it was granted except by such person or by such
person's guardian or legal representative.

         9.      Term of Plan.  No option shall be issued under this Plan more
than ten (10) years after November 19, 1997.

         10.     Adjustments.

                 (a)         In the event of a stock split or stock dividend,
         combination or reclassification of shares, the number of shares of
         Common Stock reserved under this Plan, including shares covered by
         outstanding options, and their exercise price shall be adjusted
         proportionately.  In the event of any other change affecting the
         Common Stock, such adjustments as may be deemed equitable by the Board
         shall be made to give proper effect to such event.  The Board may make
         adjustments to avoid fractional shares.





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                             (b)     If any option granted hereunder should
                 expire or terminate for any reason other than the exercise of
                 a related option without having been exercised in full, the
                 unpurchased shares shall again become available for the
                 granting of options while this Plan remains in effect.

         11.     Amendment, Modification, Suspension or Discontinuance of this
Plan.   The Board may amend, modify, suspend or discontinue this Plan for the
purpose of meeting any changes in legal requirements or for any other purpose
permitted by law.

         12.     Government Regulations.  The Company's obligation to sell and
deliver shares under options granted under this Plan is subject to the
requirements of any governmental authority with jurisdiction over the
authorization, issuance or sale of such shares.

         13.     Notice.  Any written notice to the Company required by any of
the provisions of this Plan shall be addressed to the Chief Executive Officer
of the Company, and shall become effective when it is received by the office of
such Chief Executive Officer.

         14.     Governing Law.  This Plan and all determinations made and
actions taken pursuant thereto, to the extent not otherwise governed by the
Code, shall be governed by the laws of the State of Georgia and construed
accordingly.

         15.     Unfunded Plan.  Insofar as it provides for grants of options
to acquire shares of Common Stock in the future, this Plan shall be unfunded.
Although bookkeeping accounts may be established with respect to Participants
who are entitled to Common Stock under this Plan, any such accounts shall be
used merely as a bookkeeping convenience.  The Company shall not be required to
segregate any assets that may at any time be represented by Common Stock
purchasable under this Plan, and this Plan shall not be construed as providing
for such segregation.  Neither the Company nor the Board shall be deemed to be
a trustee of any Common Stock purchasable under this Plan.  Any liability of
the Company to a Participant with respect to a grant under this Plan shall be
based solely upon any contractual obligations that may be created by this Plan
and any option agreement; no such obligation of the Company shall be deemed to
be secured by any pledge or other encumbrance on any property of the Company.
Neither the Company nor the Board shall be required to give any security or
bond for the performance of any obligation that may be created by this Plan.

         16.     Effective Date.  This Plan shall become effective as of
November 19, 1997.

         17.     REIT Limitations.  Notwithstanding any other provision of this
Plan, no shares of Common Stock shall be issued and no options shall be granted
in connection with this Plan if, upon the issuance of such shares or the grant
of such options, (i) with respect to any corporation, person or entity from
which the Company receives or accrues revenue, directly or indirectly, the
Company would be deemed to own, directly or indirectly, in accordance with the
constructive ownership rules set forth at Section 318(a) of the Code, as
modified as provided at Section 856(d)(5) of the Code, 10 percent or more of
the total number of shares of all classes of stock of such corporation, or, in
the case of any person or entity which is not a corporation, an interest of 10
percent or more in the assets or net profits of such person or entity, or (ii)
the Company would be considered "closely held" as determined under Section
856(h) of the Code.





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         The undersigned, being the duly elected Secretary of Jameson Inns,
Inc., does hereby certify that the foregoing Jameson Inns, Inc. Director Stock
Option Plan was duly approved by the Board of Directors of Jameson Inns, Inc.
on November 19, 1997.



                                        --------------------------------
                                        Steven A. Curlee, Secretary of
                                        Jameson Inns, Inc.





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