EXHIBIT 10.1



                       FIRST AMENDMENT TO CREDIT AGREEMENT



                  THIS FIRST AMENDMENT TO AMENDED AND RESTATED SECURED REVOLVING
CREDIT AGREEMENT ("Amendment") is made as of January 21, 2004 by and among the
following:

         EQUITY INNS PARTNERSHIP, L.P., a Tennessee limited partnership having
its principal place of business at c/o Equity Inns, Inc., 7700 Wolf River
Boulevard, Germantown, Tennessee 38138 ("Operating Partnership"), the sole
general partner of which is Equity Inns Trust;

         EQUITY INNS/WEST VIRGINIA PARTNERSHIP, L.P., a Tennessee limited
partnership having its principal place of business c/o Equity Inns, Inc., 7700
Wolf River Boulevard, Germantown, Tennessee 38138 ("EIP/WV"), the sole general
partner of which is Equity Inns Services, Inc., a Tennessee corporation which is
wholly-owned by Equity Inns, Inc.;

         EQUITY INNS PARTNERSHIP II, L.P., a Tennessee limited partnership
having its principal place of business c/o Equity Inns, Inc., 7700 Wolf River
Boulevard, Germantown, Tennessee 38138 ("Equity II"), the sole general partner
of which is Equity Inns Trust and the sole limited partner of which is the
Operating Partnership (the Operating Partnership, EIP/WV and Equity II being
referred to herein collectively as the "Borrower");

         BANK ONE, NA ("Bank One"), a national bank organized under the laws of
the United States of America having an office at 1 Bank One Plaza, Chicago,
Illinois 60670, as Administrative Agent ("Administrative Agent") and as a
Lender; and

         Each of the remaining Lenders that are signatories hereto.

                                    RECITALS

         A. Borrower is primarily engaged in the business of the acquisition and
development of premium limited service, premium extended stay and premium
all-suite and full-service hotel properties.

         B. The parties hereto have entered into an Amended and Restated Secured
Revolving Credit Agreement dated as of June 11, 2003 ("Credit Agreement") to
make loans available to the Borrower pursuant to the terms thereof ("Facility").
All capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Agreement.

         C. Borrower has requested a change in certain terms contained in the
Credit Agreement and the Lenders have agreed to such a change on the terms
contained herein.

         NOW, THEREFORE, in consideration of the foregoing recitals and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:



<PAGE>




                                   AMENDMENTS

1.  The foregoing recitals to this Amendment are incorporated into and made part
    of this Amendment.

2.  The definition of "Applicable FCF Percentage" in Article I of the Credit
    Agreement is hereby amended and restated to read as follows:

                "Applicable FCF Percentage": means for any given fiscsal
       quarter, the percentage set forth below in accordance with the ratio of
       Total Indebtedness to EBITDA as of the last day of the preceding fiscal
       fiscal quarter and shall change upon delivery of a compliance certificate
       to the Lenders in the form attached hereto.


          Ratio of Total Indebtedness                  Applicable FCF Percentage
          to EBITDA for preceding                      for current Quarter
          fiscal quarter                               current Quarter
          ---------------------------------            -------------------------

          Less than or equal to 4.5x                          110%

          Over 4.5x, but less than or equal
             to 4.75x                                         105%

          Over 4.75x, but less than or equal
             to 5.00x                                         100%

          Over 5.0x, but less than or equal
             to 5.25x                                          90%


3.  The definition of "Borrowing Base Availability" in Article I of the Credit
    Agreement is hereby amended and restated to read as follows:

            "Borrowing Base Availability" means, as of any date, the greater of:

                           (I) the lesser of: (a) 55% of the Borrowing Base; or
                           (b) the sum of (i) an amount which, if it were the
                           Allocated Facility Amount, would produce the Included
                           Collateral Pool Debt Service Coverage Ratio of 1.75
                           plus (ii) 55% of the aggregate Collateral Pool Asset
                           Values of any Excluded Properties and Properties
                           Under Development, subject to the limitations set
                           forth in the definition of Eligible Property; or

                           (II) the lesser of: (a) 60% of the Borrowing Base; or
                           (b) the sum of (i) an amount which, if it were the
                           Allocated Facility Amount, would produce the Included
                           Collateral Pool Debt Service Coverage Ratio of 1.75
                           plus (ii) 60% of the aggregate Collateral Pool Asset
                           Values of any Excluded Properties and Properties
                           Under Development, subject to the limitations set
                           forth in the definition of Eligible Property; or (c)
                           six (6) times the aggregate Adjusted Net Operating
                           Income of all Included Collateral Pool Assets for the
                           most recent four (4) consecutive fiscal quarters for
                           which financial statements have been delivered to the
                           Administrative Agent.


<PAGE>

4. Section 9.3 is hereby amended and restated to read as follows:

              Section 9.3  Leverage; Additional Recourse Indebtedness.

                           Permit or suffer:

                           (a) From the Agreement Effective Date through
                  December 31, 2004, the ratio of Total Indebtedness to EBITDA
                  to exceed 5.50x;

                           (b) From January 1, 2005 through December 31, 2005,
                  the ratio of Total Indebtedness to EBITDA to exceed 5.25x;

                           (c) From January 1, 2006 through December 31, 2006,
                  the ratio of Total Indebtedness to EBITDA to exceed 5.00x;

                           (d) From and after January 1, 2007, the ratio of
                  Total Indebtedness to EBITDA to exceed 4.75x;

                           (e) At any time, the aggregate Recourse Indebtedness
                  of the Consolidated Group to exceed the sum of (a) the
                  then-outstanding Advances hereunder plus (b) $50,000,000.

5. Section 9.4 is hereby amended to include the following subsection (d):

                           (d) Notwithstanding the foregoing subsections (a),
                  (b) and (c), the aggregate amount of dividends payable by
                  Equity Inns (excluding Preferred Stock Expense) may be equal
                  to an amount up to the amount of dividends paid by Equity Inns
                  in the preceding fiscal quarter, provided that no share
                  repurchases shall be permitted during such quarter if the
                  dividends paid exceed the amount that would otherwise have
                  been permitted pursuant to subsections (a), (b) and (c) of
                  this Section 9.4 and the amount of dividends paid in a quarter
                  pursuant to this subsection (d) may not exceed the amount of
                  dividends that would otherwise have been permitted pursuant to
                  subsections (a), (b) and (c) for more than two consecutive
                  quarters.

6. Section 9.8 (b) is hereby amended and restated to read as follows:

                           (b) as of any day, the ratio of (A) the sum of (i)
                  Adjusted EBITDA for the most recent four quarters plus (ii)
                  Ground Lease Expense for such period to (B) Fixed Charges for
                  such period to be less than 1.45 to 1 for the period beginning
                  with the Agreement Execution Date and ending December 31,
                  2004, and 1.50 to 1 thereafter;

<PAGE>


7. Borrower hereby represents and warrants that:

                  (a)      no Default or Unmatured Default exists under the Loan
                           Documents;

                  (b)      the Loan Documents are in full force and effect and
                           Borrower has no defenses or offsets to, or claims or
                           counterclaims relating to, its obligations under the
                           Loan Documents;

                  (c)      there has been no material adverse change in the
                           financial condition of Borrower as shown in its
                           September 30, 2003 financial statements;

                  (d)      Borrower has full corporate power and authority to
                           execute this Amendment and no consents are required
                           for such execution other than any consents which have
                           already been obtained; and

                  (e)      all representations and warranties contained in
                           Article 6 of the Credit Agreement are true and
                           correct as of the date hereof and all references
                           therein to "the date of this Agreement" shall refer
                           to "the date of this Amendment."

8.  Except as specifically modified hereby, the Credit Agreement is and remains
    unmodified and in full force and effect and is hereby ratified and
    confirmed. All references in the Loan Documents to the "Credit Agreement"
    henceforth shall be deemed to refer to the Credit Agreement as amended by
    this Amendment.

9.  This Amendment may be executed in any number of counterparts, all of which
    taken together shall constitute one agreement, and any of the parties hereto
    may execute this Amendment by signing any such counterpart. This Amendment
    shall be construed in accordance with the internal laws (and not the law of
    conflicts) of the State of Illinois, but giving effect to federal laws
    applicable to national banks.

10. This Amendment shall become effective when it has been executed by Borrower,
    Administrative Agent, and the Lenders.


<PAGE>



                  IN WITNESS WHEREOF, the Borrower, the Lenders and the
Administrative Agent have executed this Amendment as of the date first above
written.

BORROWER:                            EQUITY INNS PARTNERSHIP, L.P.

                                     By:  EQUITY INNS TRUST, its General Partner


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


                                     EQUITY INNS/WEST VIRGINIA PARTNERSHIP, L.P.

                                     By:  EQUITY INNS SERVICES, INC.,
                                          its General Partner


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


                                     EQUITY INNS PARTNERSHIP II, L.P.

                                     By:  EQUITY INNS TRUST, its General Partner


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


<PAGE>



LENDERS:                             BANK ONE, NA
                                     Individually and as Administrative Agent


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


                                     Address for Notices:
                                     Corporate Real Estate Division
                                     1 Bank One Plaza
                                     Chicago, Illinois  60670-0315
                                     Attention:  Patricia Leung
                                     Telephone:  312/732-8619
                                     Telecopy:  312/732-5939




<PAGE>


                                     CREDIT LYONNAIS NEW YORK BRANCH
                                     Individually and as Syndication Agent and
                                     Co-Lead Arranger


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


                                     Address for Notices:
                                     Lodging Group
                                     1301 Avenue of the Americas
                                     New York, New York  10019
                                     Attention:  Dave Bowers
                                     Telephone:  212/261-7831
                                     Telecopy:  212/261-7532





<PAGE>


                                     FLEET NATIONAL BANK
                                     Individually and as Documentation Agent


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


                                     Address for Notices:
                                     115 Perimeter Center Place N.E.
                                     Suite 500
                                     Atlanta, Georgia 30342
                                     Attention:  George Ojanuga
                                     Telephone:  770-390-6588
                                     Telecopy:  770-391-9811




<PAGE>


                                     NATIONAL BANK OF COMMERCE


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


                                     Address for Notices:
                                     7770 Poplar Avenue
                                     Suite 105
                                     Germantown, Tennessee 38138
                                     Attention:  Jeremy Chism
                                     Telephone:  901/757-4872
                                     Telecopy:  901/757-4883


<PAGE>


                                     AMSOUTH BANK


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


                                     Address for Notices:
                                     1900 Fifth Avenue North
                                     AmSouth-Sonat Tower, 9th Floor
                                     Birmingham, Alabama  35203
                                     Attention:  Lawrence Clark
                                     Telephone:  205/581-7493
                                     Telecopy:  205/326-4075


<PAGE>


                                     UNION PLANTERS BANK, NATIONAL ASSOCIATION


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


                                     Address for Notices:
                                     6200 Poplar Avenue
                                     3rd Floor
                                     Memphis, Tennessee  38119
                                     Attention:  James R. Gummel
                                     Telephone:  901/580-5437
                                     Telecopy:  901/580-5451



<PAGE>



         The undersigned, Equity Inns, Inc. and Equity Inns Trust, are parties
to the Credit Agreement for purposes of making the representations and
warranties contained in Article VII thereof and agreeing to perform certain of
the covenants described in Article VIII thereof and hereby confirm that the
Credit Agreement remains in full force and effect and hereby consent to the
terms of this Amendment.

                                     EQUITY INNS, INC.


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


                                     EQUITY INNS TRUST


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