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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                       --
               X Annual Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the fiscal year ended December 31, 1998      Commission File Number 01-12073

                                EQUITY INNS, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

         Tennessee                                      62-1550848
-------------------------------          ---------------------------------------
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)

             7700 Wolf River Boulevard, Germantown, Tennessee 38138
         ---------------------------------------------------------------
         (Address of Registrant's Principal Executive Office) (Zip Code)

                                 ( 901) 754-7774
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

   Securities registered pursuant to Section 12(b) of the Act: Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
           9 1/2% Series A Cumulative Preferred Stock, $.01 par value
           ----------------------------------------------------------
                                (Title of 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  proceeding  12 months and (2) has been subject to such filing  requirements
for the past 90 days.

                           Yes    X        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 the definitive proxy statement 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  voting  stock  and  non-voting stock  held  by non-
affiliates of the Registrant as of March 10, 1999:  $321,539,620.
Number of shares of Common Stock,  $.01 par value,  outstanding  as of March 10,
1999:  37,236,964

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the  Registrant's  Proxy  Statement  for the 1999 Annual  Meeting of
Shareholders to be held May 7, 1999 (the "Proxy  Statement") are incorporated by
reference into Part III of this Report.



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This  Amended  Annual  Report on From 10-K/A is filed  solely for the purpose of
correcting information appearing on the front cover page with regards to (i) the
aggregate market value of voting and non-voting stock held by  non-affiliates of
Equity Inns, Inc. (the "Registrant") as of March 10, 1999 and (ii) the number of
shares of the Registrant's Common Stock, $.01 par value, outstanding as of March
10, 1999. The  Registrant's  Annual Report on Form 10-K, as previously  filed by
the Registrant  with the  Securities and Exchange  Commission on March 23, 1999,
remains otherwise unamended and unaffected.



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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 amended report to be issued on
its  behalf by the  undersigned  thereunto  duly  authorized  on the 27th day of
April, 1999.

                               EQUITY INNS, INC.



                               By:  /s/Donald H. Dempsey
                                    --------------------------------------------
                                    Donald H. Dempsey
                                    Executive Vice President, Secretary
                                    Treasurer, and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)