SUPER 8 MOTELS LTD
8-K, 1999-03-05
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): February 22, 1999

             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 2.        ACQUISITION OR DISPOSTION OF ASSETS.

On February 22, 1999, the Partnership sold its motel and related assets located
in Modesto, California for cash in the amount of $1,800,000.  The purchase price
is equal to the appraised fair market value of the motel as of January 1, 1998
as determined by an independent appraiser.  The property was purchased by
Tiburon Hospitality LLC, a California limited liability company in which Mark
Grotewohl has a 50% profits interest.  Mark Grotewohl is a former employee of 
the registrant and the son of the two owners of the registrant's general
partner.

Item 7.        FINANCIAL STATEMENTS AND EXHIBITS.

a.   Financial statements of businesses acquired.

     Inapplicable.

b.   Pro forma financial information.

     To be provided upon availability.

c.   Exhibits.

     10.1 Purchase and Sale Agreement dated as of April 30, 1998, previously
          filed as Exhibit 10.1 to Amendment No. 4 to the Schedule 14A filed by
          the registrant on November 2, 1998, is hereby incorporated as an
          exhibit herein by this reference.

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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:    March 3, 1999           By:      Grotewohl Management Services, Inc.,
                                          General Partner

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







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