SUPER 8 MOTELS LTD
8-K, 1998-05-29
HOTELS & MOTELS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 30, 1998

             Super 8 Motels, Ltd., a California limited partnership
             (Exact name of registrant as specified in its charter)

              California           0-8913              94-2514354
             (State or other     (Commission          (IRS Employer
              jurisdiction        File Number)         Identification No.)
              of incorporation)


                       2030 J Street, Sacramento, CA 95814
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: 916-442-9183

                                       N/A
          (Former name or former address, if changed since last report)




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Item 5.           Other Events.

         Super  8  Motels,   Ltd.,  a  California   limited   partnership   (the
"Partnership")  has entered into an agreement with Tiburon  Capital  Corporation
for the sale of its three motel properties.
The purchase price is equal to $12,100,000.

         The sale of the properties is subject to several conditions,  including
the  approval  by  a  majority-in-interest   of  the  limited  partners  of  the
Partnership  of the sale.  The  Partnership  has  prepared  and  filed  with the
Securities and Exchange Commission  preliminary proxy materials,  the definitive
version of which will be used to solicit the approval of its limited partners.



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<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 SUPER 8 MOTELS, LTD.,
                                 a California limited partnership

Date:    May 27, 1998            By:      Grotewohl Management Services, Inc.,
                                          General Partner

                                          By:      /s/ Philip B. Grotewohl
                                                   Philip B. Grotewohl,
                                                   President






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