SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TEACHERS INSURANCE & ANNUITY ASSOCIATION OF AMERICA

(Last)

(First)

(Middle)

730 THIRD AVE

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JAMESON INNS INC [ JAMS US ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/07/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/26/2005	04/27/2005	P		1,112	A	$1.49	6,421,500⁽¹⁾	I	registered investment company
Common Stock	04/26/2005	04/27/2005	P		7,944	A	$1.49	6,421,500⁽¹⁾	I	registered investment company

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. See Remarks

Remarks:

The 1,112 shares of the Issuer being reported on this Form were acquired by the TIAA-CREF Life Real Estate Fund, a series of the TIAA-CREF Life Funds ("Life Funds"), which owns 396,112 shares (or 0.69%) of the total 6,421,500 shares of the Issuer reported on the Form as beneficially owned. The 7,944 shares of the Issuer being reported on this Form were acquired by the TIAA-CREF Institutional Real Estate Fund, a series of the TIAA-CREF Institutional Mutual Funds ("Institutional Funds"), which owns 2,957,944 shares (or 5.18%) of the total 6,421,500 shares of the Issuer reported on the Form as beneficially owned. Teachers Insurance and Annuity Association ("TIAA"), as parent of two registered investment advisers, may be deemed to have indirect voting or investment discretion over shares of Issuer's common stock that are beneficially owned by three registered investment companies, the Life Funds, the Institutional Funds and College Retirement Equities Fund ("CREF"), as well as the TIAA-CREF Asset Management Commingled Funds Trust I ("TCAM Funds"), whose investment advisers are Teachers Advisors, Inc. (in the case of Life Funds, Institutional Funds and TCAM Funds) and TIAA-CREF Investment Management, LLC (in case of CREF), both of which are wholly owned subsidiaries of TIAA. The filing of this statement should not be construed as an admission that TIAA is, for the purpose of Sections 13 or 16 of the Securities Exchange Act of 1934, the beneficial owner of the shares held by Life Funds, Institutional Funds, TCAM Funds, and CREF.

	/s/ Maureen M. Milet	04/29/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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