<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                  FORM 10-K/A
 
(Mark One)
  [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended
         December 31, 1998 or
 
  [_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
       For the transition from ________________ to ________________
 
                        Commission File Number: 0-23256
 
                              JAMESON INNS, INC.
            (Exact name of Registrant as specified in its Articles)
 
                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 of principal executive offices)             (Zip Code)
 
Registrant's telephone number, including area code: (770) 901-9020
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act:
 
                    Common Stock, par value $0.10 per share
 
     9.25% Series A Cumulative Preferred Stock, par value $1.00 per share.
                              Title of Each Class
 
   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days. [X] Yes  [_] No
 
   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
 
    AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE
                 REGISTRANT AS OF MARCH 22, 1999:  $74,599,636
 
                NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON
                          MARCH 22, 1999 - 9,910,896
 
DOCUMENTS INCORPORATED BY REFERENCE
 
   Portions of the proxy statement for the annual meeting of stockholders to
be held May 7, 1999 are incorporated by reference into Part III.
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                                   SIGNATURES
 
   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
                                          JAMESON INNS, INC.
                                          Registrant
 
Dated: March 25, 1999
 
                                          By: /s/ Thomas W. Kitchin
                                              ---------------------------------
                                              Thomas W. Kitchin
                                              Chief Executive Officer
 
   Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the date indicated.
 
 
<TABLE>
<CAPTION>
            Signature                        Capacity                      Date
            ---------                        --------                      ----
<S>                                <C>                           <C>
Principal Executive Officer:
 
/s/ Thomas W. Kitchin
---------------------------------  Chairman of the Board              March 25, 1999
Thomas W. Kitchin                  Chief Executive Officer, and
                                   Director
Principal Financial and
Accounting Officer:
 
/s/ Craig R. Kitchin  
---------------------------------  President, Chief Financial         March 25, 1999
Craig R. Kitchin                   Officer,
                                   and Treasurer
Additional Directors:
 
/s/ Robert D. Hisrich
---------------------------------  Director                           March 25, 1999
Robert D. Hisrich
 
/s/ Thomas J. O'Haren
---------------------------------  Director                           March 25, 1999
Thomas J. O'Haren
 
/s/ Michael E. Lawrence
---------------------------------  Director                           March 25, 1999
Michael E. Lawrence
</TABLE>