EXHIBIT 4.2(C) AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF EQUITY INNS PARTNERSHIP, L.P.

                                                                 EXHIBIT 4.2(C)

                      AMENDMENT NO. 2 TO THE THIRD AMENDED

                  AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                           EQUITY INNS PARTNERSHIP, L.P.

         This Amendment No. 2 (this "Amendment") to the Third Amended and

Restated Agreement of Limited Partnership of Equity Inns Partnership, L.P. dated

June 25, 1997 (the "Partnership Agreement") is entered into as of August 11,

2003, by and among Equity Inns, Inc., a Tennessee corporation (the

"Corporation"), Equity Inns Trust, a Maryland real estate investment trust (the

"General Partner"), and the limited partners (the "Limited Partners") of Equity

Inns Partnership, L.P. (the "Partnership"). All capitalized terms used herein

and not otherwise defined shall have the meanings assigned to them in the

Partnership Agreement.

         WHEREAS, the Corporation, which is the sole shareholder of the General

Partner, on even date herewith, has issued 3,000,000 shares of its 8.75% Series

B Cumulative Preferred Stock, $.01, par value per share, having a liquidation

preference equivalent to $25.00 per share (the "Series B Preferred Stock"), and

has sold such Series B Preferred Stock in an underwritten public offering and

may issue and sell up to an aggregate of 450,000 additional shares of Series B

Preferred Stock (the "Series B Offering");

         WHEREAS, the Corporation desires to contribute the net proceeds of the

sale of the Series B Preferred Stock through the General Partner to the

Partnership in exchange for the issuance to the General Partner of preferred

partnership interests in the Partnership as set forth herein;

         WHEREAS, the General Partner is authorized to cause the Partnership to

issue interests in the Partnership to the General Partner in exchange for such

contribution of such net proceeds made by the Corporation through the General

Partner;

         WHEREAS, the Partnership will use the net proceeds to redeem from the

General Partner currently outstanding Series A Preferred Units in the

Partnership (as set forth herein).

         NOW, THEREFORE, in consideration of the mutual covenants herein

contained, and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree to amend

the Partnership Agreement as follows:

         Section 1.         Contribution.

         The Corporation hereby contributes through the General Partner to the

Partnership the entire net proceeds received by the Corporation from the

issuance of the Series B Preferred Stock. As provided in Section 4.02(g) of the

Partnership Agreement, the Corporation shall be deemed to have made a Capital

Contribution to the Partnership in an amount equal to the gross proceeds raised

in connection with the issuance of such shares of Series B Preferred Stock,

which is $75,000,000, plus up to an additional $11,250,000 of proceeds from up

to 450,000 additional shares of Series B Preferred Stock, and the Partnership

shall be deemed simultaneously to have paid, pursuant to Section 6.05(b) of the

Partnership Agreement, for the costs and expenses relating to the offer,

registration and sale of the Series B Preferred Stock.

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          Section 2.     Issuance of Series B Preferred Units.

         In consideration of the contribution to the Partnership made by the

Corporation through the General Partner pursuant to Section 1 hereof, the

Partnership hereby issues to the General Partner 3,000,000 Series B Preferred

Units (as defined below) and may issue to the General Partner an additional

450,000 Series B Preferred Units.

         Section 3.     Definitions.

         Article I of the Partnership Agreement is hereby amended by inserting

in the appropriate alphabetical locations the following definitions of Series B

Preferred Return, Series B Preferred Stock and Series B Preferred Units, as

follows:

         "Series B Preferred Return" means an annualized amount equal to $2.1875

per Series B Preferred Unit.

         "Series B Preferred Stock" means the 8.75% Series B Cumulative

Preferred Stock, $.01 par value, of the Corporation.

         "Series B Preferred Units" means the Preferred Units issued to the

General Partner in exchange for the net proceeds of the issuance by the

Corporation of its Series B Preferred Stock, which Series B Preferred Units

shall have the designations, preferences, privileges, limitations and relative

rights set forth in Section 4.02(c)(ii) hereof.

         Section 4.     Redemption of Series A Preferred Units.

         The Partnership hereby redeems the Series A Preferred Units in the

Partnership. Effective upon the redemption of the Series A Preferred Units,

Section 4.02(c)(i) of the Partnership Agreement, as set forth in Section 4 of

Amendment No. 1 to the Partnership Agreement dated June 25, 1998, shall be

deleted in its entirety and Section 4.02(c)(i) shall hereinafter read

"[Intentionally Left Blank]".

         Section 5.     Creation of Series B Preferred Units.

         Article IV of the Partnership Agreement is hereby amended by adding

Section 4.02(c)(ii) as follows:

                  "(ii) 8.75% Series B Cumulative Preferred Units.

         (1) Designation and Number. A series of Preferred Units, designated the

         "8.75% Series B Cumulative Preferred Units" (the "Series B Preferred

         Units"), is hereby established. The number of Series B Preferred Units

         shall be as set forth on Exhibit A hereto.

         (2) Rank. The Series B Preferred Units will, with respect to

         distribution rights and rights upon liquidation, dissolution or winding

         up of the Partnership, rank (i) senior to all classes or series of

         Common Units of the Partnership, and to all Partnership Units ranking

         junior to the Series B Preferred Units with respect to distribution

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         rights or rights upon liquidation, dissolution or winding up of the

         Partnership; (ii) on a parity with all Partnership Units issued by the

         Partnership the terms of which specifically provide that such

         Partnership Units rank on a parity with the Series B Preferred Units

         with respect to distribution rights or rights upon liquidation,

         dissolution or winding up of the Partnership; and (iii) junior to all

         existing and future indebtedness of the Partnership. The term

         "Partnership Units" does not include convertible debt securities, which

         will rank senior to the Series B Preferred Units prior to conversion.

         (3)       Distributions.

                  (a) Holders of the Series B Preferred Units are entitled to

         receive, when and as distributed by the General Partner out of

         available cash flow, preferential cumulative cash distributions in an

         amount equal to the excess, if any, of (i) the cumulative Series B

         Preferred Return for the current and all prior years over (ii) the sum

         of all prior Series B Preferred Return distributions pursuant to this

         Section 4.02(c)(ii)(3). Distributions on the Series B Preferred Units

         shall be cumulative from the date of original issue and shall be

         payable quarterly in arrears on or before the last day of January,

         April, July and October of each year, or, if not a Business Day (as

         defined below), the next succeeding business day (each, a "Distribution

         Payment Date"). The first distribution will be paid on or before

         October 31, 2003. The first distribution will be prorated for less than

         a full quarter. Any distribution payable on the Series B Preferred

         Units for any partial distribution period will be computed on the basis

         of a 360-day year consisting of twelve 30 day months. Distributions

         will be payable to holders of record as they appear in the ownership

         records of the Partnership at the close of business on the applicable

         record date, which shall be the last Business Day of each of March,

          June, September and December immediately preceding such Distribution

         Payment Date, or on such other date designated by the General Partner

         of the Partnership for the payment of distributions that is not more

         than 30 nor less than 10 days prior to such Distribution Payment Date

         (each, a "Distribution Record Date"). "Business Day" shall mean any

         day, other than a Saturday or Sunday, that is neither a legal holiday

         nor a day on which banking institutions in New York City are authorized

         or required by law, regulation or executive order to close.

                  (b) The amount of any distributions accrued on any Series B

         Preferred Units at any Distribution Payment Date shall be the amount of

         any unpaid distributions accumulated thereon, to and including such

         Distribution Payment Date, whether or not earned or declared, and the

         amount of distributions accrued on any Series B Preferred Units at any

         date other than a Distribution Payment Date shall be equal to the sum

         of the amount of any unpaid distributions accumulated thereon, to and

         including the last preceding Distribution Payment Date, whether or not

         earned or declared, plus an amount calculated on the basis of the

         Series B Preferred Return for the period after such last preceding

         Distribution Payment Date to and including the date as of which the

         calculation is made based on a 360-day year of twelve 30-day months.