EXHIBIT 10.7(b)


                               SECOND AMENDMENT TO
                      UNSECURED REVOLVING CREDIT AGREEMENT


         This Second  Amendment to Unsecured  Revolving  Credit  Agreement  (the
"Amendment")  is  made  as of  September  28,  1998  by and  among  Equity  Inns
Partnership, L.P. and Equity Inns/West Virginia Partnership, L.P. (collectively,
"Borrower"),   The  First  National  Bank  of  Chicago,   individually   and  as
"Administrative  Agent",  Credit Lyonnais New York Branch,  individually  and as
"Syndication  Agent" and certain  other  lenders  shown on the  signature  pages
hereof.

         Borrower,  Administrative  Agent,  Syndication  Agent  and  such  other
lenders have entered into an Unsecured  Revolving  Credit  Agreement dated as of
October 10, 1997, as amended by a First  Amendment  thereto dated as of November
24, 1997 (as amended, the "Credit Agreement"). All capitalized terms used herein
and not otherwise  defined  shall have the meanings  given to them in the Credit
Agreement.

         Borrower  and the Lenders now desire to make a  modification  to one of
the provisions of the Credit Agreement as provided herein.

         Therefore,  the Borrower,  the  Administrative  Agent,  the Syndication
Agent and the Lenders agree as follows:

1.       Modification. The parties agree that the  definition of "GAAP" in
         Section 1.1 of the Credit  Agreement is amended,  effective as of
         October 10, 1997, by adding the following words at the end thereof:

         ", provided  however that, for purposes of  calculating  the Borrower's
         compliance with the terms of Article IX hereof, there shall be excluded
         from the quarterly  determinations of Borrower's  financial results for
         the  first  three  fiscal  quarters  of any  fiscal  year (but not from
         Borrower's  annual financial results for such fiscal year) the deferred
         revenue/recognition of deferred revenue adjustments associated with the
         application of Issue No. 98-9 titled "Accounting for Contingent Rent in
         Interim Financial Periods" and issued by the Emerging Issues Task Force
         of the Financial Accounting Standards Board".

2.       Guarantors' Joinder.  The Borrower has caused the Guarantors to execute
         and return a copy of this Amendment as indicated below.

3.       Continued Effect.  As expressly modified as provided herein, the Credit
         Agreement shall continue in full force and effect.

4.       Counterparts. This Amendment may be executed  in  counterparts,  which
         shall constitute  a  single   effective   and  binding   document  once
         the  Administrative  Agent  has  received  a  counterpart  executed  by
         the Borrower, the Administrative Agent and the Required Lenders.


<PAGE>




         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Amendment as of the date first written above.

BORROWER:                           EQUITY INNS PARTNERSHIP, L.P.

                                    By:     Equity Inns Trust,
                                            its general partner


                                    By:     /s/ Howard A. Silver
                                            --------------------
                                    Title:  President
                                            --------------------



                                    EQUITY INNS/WEST VIRGINIA PARTNERSHIP, L.P.

                                    By:     Equity Inns Services, Inc.,
                                            its general partner


                                    By:     /s/ Howard A. Silver
                                            --------------------
                                    Title:  President
                                            --------------------



         The  undersigned,  as  Guarantors  under the Credit  Agreement,  hereby
consent to and join in this Amendment and agree that the Guaranty shall continue
in full force and effect.


                                    EQUITY INNS TRUST


                                    By:     /s/ Howard A. Silver
                                            --------------------
                                    Title:  President
                                            --------------------


                                    EQUITY SERVICES, INC.


                                    By:     /s/ Howard A. Silver
                                            --------------------
                                    Title:  President
                                            --------------------


                                    EQUITY INNS, INC.


                                    By:     /s/ Howard A. Silver
                                            --------------------
                                    Title:  President
                                            --------------------


<PAGE>


LENDERS:                            THE FIRST NATIONAL BANK OF CHICAGO


                                    By:     /s/ Rebecca McCloskey
                                            ---------------------
                                    Title:  Rebecca McCloskey
                                            ---------------------
                                    First Vice President


                                    CREDIT LYONNAIS NEW YORK BRANCH


                                    By:     /s/ Joseph A. Asciolia
                                            ----------------------
                                    Title:  Joseph A. Asciolia
                                            ----------------------
                                            Vice President


                                    AMSOUTH BANK


                                    By:     /s/ Lawrence Clark
                                            ------------------
                                    Title:  VP
                                            ------------------


                                    NATIONSBANK, N.A.


                                    By:     /s/ Kevin M. Brown
                                            ------------------
                                    Title:  Vice President
                                            ------------------



                                    PNC BANK, KENTUCKY, INC.


                                    By:     /s/ Wayne Robertson
                                            -------------------
                                    Title:  Vice President
                                            -------------------



                                    FIRST NATIONAL BANK OF COMMERCE



                                    By:     /s/ Debora Connelly
                                            ---------------------
                                    Title:  Senior Vice President
                                            ---------------------


<PAGE>


                                    NATIONAL BANK OF COMMERCE


                                    By:     /s/ Billy Frank
                                            ---------------
                                    Title:  AVP
                                            ---------------


                                    CRESTAR BANK


                                    By:
                                            -----------------
                                    Title:
                                            -----------------


                                    UNION PLANTERS NATIONAL BANK


                                    By:     /s/ Elizabeth Rause
                                            -------------------
                                    Title:  Vice President
                                            -------------------



                                    BANK HAPOALIM


                                    By:
                                            --------------------
                                    Title:
                                            --------------------


                                    CHANG HWA COMMERCIAL BANK, LTD.,
                                    NEW YORK BRANCH


                                            /s/ Wan-Tu Yeh
                                    By:     WAN-TU YEH
                                            --------------------
                                    Title:  VP & General Manager
                                            --------------------



                                    FIRST TENNESSEE BANK


                                    By:     /s/ Bob Nieman
                                            --------------
                                    Title:  Vice President
                                            --------------


<PAGE>


ADMINISTRATIVE AGENT:               THE FIRST NATIONAL BANK OF CHICAGO


                                    By:     /s/ Rebecca McCloskey
                                            ---------------------
                                    Title:  Rebecca McCloskey
                                            ---------------------
                                            First Vice President


SYNDICATION AGENT:                  CREDIT  LYONNAIS NEW YORK BRANCH


                                    By:     /s/ Joseph A. Asciolla
                                            ----------------------
                                            Joseph A. Asciolla
                                    Title:  Vice President
                                            ----------------------


                                    AMSOUTH BANK


                                    By:     /s/ Lawrence Clark
                                            ------------------
                                    Title:  VP
                                            ------------------