FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCNEILL PHILLIP H SR 		2. Issuer Name and Ticker or Trading Symbol

EQUITY INNS INC [ ENN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

7700 WOLF RIVER BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/25/2007
(Street)

GERMANTOWN, TN 38138
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   10/25/2007   10/25/2007   D    416039   (1) D $23.00   0   D    
Series C Preferred Stock   10/25/2007   10/25/2007   D    8000   D   (2) 0   D    
Common Stock   10/25/2007   10/25/2007   D    14705   (1) D $23.00   0   I   By WIfe  
Common Stock   10/25/2007   10/25/2007   D    4079   (1) D $23.00   0   I   Other  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Units   (3)   (3) 10/25/2007     D        665137      (4)   (5) Common Stock   665137   $23.00   (6) 0   D    

Explanation of Responses:
( 1)  Disposed of for cash consideration equal to $23.00 per share pursuant to the merger agreement, dated June 20, 2007, by and among Grace I, LLC, Grace Acquisition I, Inc., Grace II, L.P., Equity Inns Partnership, L.P. and Equity Inns, Inc. (the "Merger Agreement").
( 2)  Disposed of pursuant to the Merger Agreement in exchange for 8,000 shares of the surviving corporation's Series C preferred stock.
( 3)  Units of limited partnership interest of Equity Inns Partnership, L.P. ("Units") may be redeemed for shares of the issuer's common stock on a one-for-one basis or, at the election of the issuer, ash equal to the fair market value of such shares.
( 4)  Units may be redeemed at any time by the holder for shares of the issuer's common stock on a one-for-one basis or, at the election of the issuer, cash equal to the fair market value of such shares.
( 5)  Units will expire upon the dissolution or expiration of the term of the Partnership, whichever occurs first.
( 6)  Disposed of for cash in an amount equal to $23.00 per Unit pursuant to the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCNEILL PHILLIP H SR
7700 WOLF RIVER BLVD.
GERMANTOWN, TN 38138 		X
Chairman and CEO

Signatures
/s/ Phillip H. McNeill, Sr. 10/26/2007
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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