PRIME MOTOR INNS LTD PARTNERSHIP
10-Q, 1996-08-14
HOTELS & MOTELS
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

(Mark one)
[X]		 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1996

or

[  ]	     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from             to __________

Commission File No. 1-9311

PRIME MOTOR INNS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

Delaware 				                   											22-2754689
(State or other jurisdiction of 											(I.R.S. Employer
incorporation or organization)      								Identification No.)

c/o WHI
4243 Hunt Road
Cincinnati, Ohio  45242
(Address of principal offices, including zip code)

(513) 891-2920
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.  Yes   X    No ___ 


PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
INDEX


                  																					                    Page
																		                     	                   Number
PART I.	FINANCIAL INFORMATION:

Item 1.	Financial Statements

		Consolidated Balance Sheets -
				June 30, 1996 and December 31, 1995			              				 3

		Consolidated Statements of Operations - Three   
				and Six Months Ended June 30, 1996 and 1995        					 5

		Consolidated Statement of Partners' Deficit -
				Six Months Ended June 30, 1996									                  6

		Consolidated Statements of Cash Flows -
				Six Months Ended June 30, 1996 and 1995           						 7
	
		Notes to Consolidated Financial Statements	         						 8

Item 2.	Management's Discussion and Analysis of Financial 
		Condition and Results of Operations            											11
	
PART II.  OTHER INFORMATION AND SIGNATURES:

Item 6.   Exhibits and Reports on Form 8-K      							  	 	15

PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

<TABLE>
<CAPTION>
                                     June 30,
                                       1996        December 31,
ASSETS                              (Unaudited)        1995

<S>                                 <C>            <C>  
Current assets:
Cash and cash equivalents           $    1,372     $      792 
Accounts receivable, net                 1,061            661 
Prepaid expenses                           291            941 
Other current assets                       366            375 

Total current assets                     3,090          2,769 

Property and equipment
  net of accumulated depreciation
  and amortization                      50,356         52,146 

Cash and cash equivalents restricted for:
  Acquisition of property  
    and equipment                          595            831 
  Interest and taxes                       559            491 

  Total restricted cash and
    cash equivalents                     1,154          1,322 

Other assets, net                          653            764 

                                    $   55,253    $    57,001 
</TABLE>
Continued

The accompanying notes are an integral part
of the consolidated financial statements.

PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

<TABLE>
<CAPTION>
                                        June 30,
                                          1996           December 31,
Liabilities and Partners' Deficit      (Unaudited)          1995

<S>                                    <C>               <C>    
Current liabilities:
  Revolving credit facility            $      500        $        - 
  Trade accounts payable                      456               568 
  Accrued payroll                             612               688 
  Accrued payroll taxes                       318               286 
  Accrued vacation                            476               473 
  Accrued utilities                           263               326 
  Sales tax payable                           517               242 
  Other current liabilities                   884               671 

    Total current liabilities               4,026             3,254 

Long-term debt                             65,668            65,645 
Deferred interest                           3,292             3,685 
Other liabilities                             150               150 

    Total long-term liabilities            69,110            69,480 

    Total liabilities                      73,136            72,734 

Commitments

Partners' deficit:
  General partner                       (     750)        (     729)
  Limited partners                      (  17,133)        (  15,004)

    Total partners' deficit             (  17,883)        (  15,733)

                                       $   55,253        $   57,001 

</TABLE>

The accompanying notes are an integral part
of the consolidated financial statements.

PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands, except per Unit amounts)
Unaudited

<TABLE>
<CAPTION>
                                      Three Months Ended   Six Months Ended
                                            June 30,           June 30,
                                         1996      1995       1996      1995

<S>                                   <C>       <C>        <C>       <C>
Revenues:
  Lodging                             $ 11,096  $ 10,456   $ 17,829  $ 17,123 
  Food & beverage                        2,559     2,565      4,553     4,517 
Other income                                93       100        190       194 
Lease settlement proceeds                    -         -          -     1,025 
    Total revenues                      13,748    13,121     22,572    22,859 

Expenses:
    Direct operating expenses
      Lodging                            2,492     2,364      4,375     4,214 
      Food and beverage                  2,071     2,045      3,810     3,736 
      Marketing                            904       867      1,656     1,614 
      Utilities                            642       611      1,513     1,388 
      Repairs and maintenance              958       927      1,777     1,745 
      Rent                                 329       328        658       659 
      Insurance                            183       193        366       386 
      Property taxes                       369       383        738       766 
      Other                              2,094     1,930      3,779     3,588 
    Other general and administrative       175       173        303       288 
    Depreciation and amortization        1,352     1,366      2,704     2,742 
    Interest expense                     1,527     1,541      3,043     3,057 
      Total expenses                    13,096    12,728     24,722    24,183 

Net income (loss)                          652       393     (2,150)   (1,324)

Net income (loss) allocable to
    general partner                          7         4        (21)      (13)

Net income (loss) allocable to
    limited partners                  $    645  $    389    $(2,129)  $(1,311)

Number of limited partner
    units outstanding                    4,000     4,000      4,000     4,000 

Net income (loss) allocable to 
    limited partners per unit         $   0.16  $   0.10    $ (0.53)  $ (0.33)

</TABLE>

The accompanying notes are an integral part of the
consolidated financial statements.

PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENT OF PARTNERS' DEFICIT
(Dollars in Thousands)
Unaudited

<TABLE>
<CAPTION>
                                       Six Months Ended June 30, 1996

                                       General    Limited
                                       Partner    Partners    Total

<S>                                   <C>        <C>         <C>
Balance at January 1, 1996            $  (729)   $ (15,004)  $ (15,733)

Net loss for the six months
  ended June 30, 1996                     (21)      (2,129)     (2,150)

Balance at June 30, 1996              $  (750)   $ (17,133)  $ (17,883)

</TABLE>

The accompanying notes are an integral part
of the consolidated financial statements.

PRIME MOTOR INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Unaudited

<TABLE>
<CAPTION>
                                                        Six Months Ended
                                                           June 30,
                                                       1996          1995
<S>                                                <C>           <C>
Cash flows from operating activities:
  Net loss                                         $  (2,150)    $  (1,324)
  Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
    Depreciation and amortization of property
      and equipment                                    2,593         2,568 
    Lease settlement proceeds                              -        (1,025)
    Amortization of other assets                         111           174 
    Amortization of debt discount                         23            22 
    Increase (decrease) from changes in:
      Accounts receivable                               (400)          145 
      Prepaid expenses                                   650           683 
      Other current assets                                 9             9 
      Trade accounts payable                            (112)           73 
      Accrued payroll and payroll taxes                  (44)          (52)
      Accrued vacation                                     3             - 
      Accrued utilities                                  (63)           19 
      Sales tax payable                                  275           253 
      Other current liabilities                          213           216 
      Deferred interest                                 (393)         (364)

  Net cash provided by operating activities              715         1,397 

Cash flows from investing activities:
  Additions to property and equipment                   (803)         (856)
  Decrease (increase) in restricted cash                 168           (16)

    Net cash used in investing activities               (635)         (872)

Cash flows from financing activities:
  Borrowings under revolving credit facility           1,600         1,200 
  Repayments of revolving credit facility             (1,100)       (1,200)

    Net cash provided by financing activities            500             - 

Net increase in cash and cash equivalents                580           525 

Cash and cash equivalents, beginning of period           792         1,368 

Cash and cash equivalents, end of period           $   1,372     $   1,893 

Supplementary cash  flow data:
  Interest paid                                    $   3,413     $   3,399 

Noncash activities:
Lease settlement proceeds received
  from former affiliate in the form
  of stock used to reduce long-term debt           $       -     $  1,025 

</TABLE>

The accompanying notes are an integral part 
of the consolidated financial statements.


PRIME MOTOR INNS LIMITED PARTNERSHIP             
AND SUBSIDIARY LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

1. BASIS OF PRESENTATION:

In the opinion of the General Partner, the accompanying interim unaudited 
financial statements of Prime Motor Inns Limited Partnership (the "Partnership")
and its 99% owned subsidiary, AMI Operating Partners, L.P. ("Operating 
Partners"), referred to collectively as the "Partnerships", contain all 
adjustments, consisting only of normal recurring adjustments, necessary to 
present fairly the financial position of the Partnerships as of June 30, 1996, 
their results of operations for the three  and six months ended June 30, 1996 
and 1995, and their cash flows for the six months ended June 30, 1996 
and 1995.

The results of operations for the six months ended June 30, 1996, are not 
necessarily indicative of the results to be expected for the full year.  
Unless cash flows from operations are sufficient to pay operating expenses 
and debt service, and create required reserves, the Partnerships may not be 
able to continue as going concerns.

Information included in the consolidated balance sheet as of December 31, 1995
has been derived from the audited balance sheet in the Partnership's Annual 
Report on Form 10-K for the year ended December 31, 1995 filed with the 
Securities and Exchange Commission (the "1995 Form 10-K").  These interim 
unaudited financial statements should be read in conjunction with the audited
consolidated financial statements and other information included in the 1995 
Form 10-K.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the dates of the financial statements and
reported amounts of revenues and expenses during the reporting periods.  Actual 
results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Partnership 
and Operating Partners.  Operating Partners operates under a 52/53 week fiscal
year (1995 was a fifty two week year and 1996 is a fifty three week year).  
Operating costs of the Partnership are reflected in the consolidated statements
of operations as other general and administrative expenses.  All material 
intercompany accounts and transactions have been eliminated.

Cash Equivalents

Cash equivalents are highly liquid investments with a maturity of three months 
or less when acquired.
     
Property and Equipment
     
Property and equipment are stated at the lower of cost or fair market value.  
Expenditures for improvements and major renewals are capitalized.  Expenditures
for maintenance and repairs, which do not extend the useful life of the asset, 
are expensed as incurred.  For financial statement purposes, provision is made
for depreciation and amortization using the straight-line method over the lesser
of the estimated useful lives of the assets or the terms of the related leases.
For federal income tax purposes, accelerated methods are used in calculating 
depreciation.

Impairment of Long Lived Assets

In March, 1995, the Financial Accounting Standards Board issued SFAS No. 121, 
"Accounting for the Impairment of Long Lived Assets", which is effective for 
years beginning after December 15, 1995, with earlier adoption encouraged.  
The Partnership elected early adoption of SFAS No. 121 in 1995.  In accordance
with this new pronouncement, the Partnerships review for impairment and 
recoverability of, primarily, property and equipment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be 
recoverable.

Other Assets

Franchise fees, deferred lease costs and deferred debt acquisition costs are 
amortized on a straight-line basis over the estimated lives of the assets or 
the specific term of the related agreement, lease or mortgage loan.  
     
Net Loss Per Unit

Net loss per Unit is calculated based on net loss allocable to limited 
partners divided by the 4,000,000 Units outstanding.

Reclassifications

Certain amounts in the 1995 financial statements have been reclassified to 
conform to the 1996 presentation.	

3. OPERATIONS OF THE INNS:
     
Winegardner & Hammons, Inc. ("W&H") manages the operations of the Inns (the 
"Inns") pursuant to a management agreement with Operating Partners.  At June 
30, 1996 and December 31, 1995, the Partnerships had approximately $80,000 
and $61,000, respectively, in receivables from an entity controlled by W&H 
which manages certain of the Inns' lounges.

4. OTHER ASSETS:

The components of other assets are as follows (dollar amounts in thousands):

<TABLE>
<CAPTION>
                          June 30,    December 31,
                            1996        1995

<S>                       <C>         <C>
Deferred lease costs      $     21    $     21 
Debt acquisition costs       2,839       2,839 
Franchise fees                 820         820 
Other                            4           4 

                             3,684       3,684 

Less accumulated 
  amortization               3,031       2,920 

                          $    653    $    764 
</TABLE>

Amortization of debt acquisition costs charged to expense was $81,000 and 
$104,000 in the six months ended June 30, 1996 and 1995, respectively.  
Amortization of franchise acquisition costs charged to expense was $30,000 
and $70,000 in the six months ended June 30, 1996 and 1995, respectively.

5. DEBT:

The Tranche A portion of the Priming Loan was fully drawn in July, 1994.  
Therefore, no additional debt for capital improvements has been incurred by 
Operating Partners.   All capital improvements and refurbishments made during
the six months ended June 30, 1996 were funded from cash restricted for 
acquisition of property and equipment (the "FF&E Reserve"). 
   
During the first quarter of 1996, Operating Partners borrowed $1,600,000 from 
the revolving credit portion of the Priming Loan, defined as the Tranche B Loan.
This borrowing funded operating expenses that could not be paid from operating 
revenues during the first quarter.  Operating Partners repaid $1,100,000 of 
the Tranche B Loan from excess working capital in the second quarter of 1996, 
as required under the Priming Loan.       

Long-term debt consists of the following:	

<TABLE>
<CAPTION>
                                           June 30, 1996   December 31, 1995

<S>                                        <C>             <C>
Mortgage Notes, net of
  unamortized discount                     $  54,168,000   $  54,145,000 

Priming Loan                                  12,000,000      11,500,000 

                                              66,168,000      65,645,000 

Less revolving credit portion of 
  of Priming Loan, due currently                 500,000               -

                                           $  65,668,000   $  65,645,000 
</TABLE>

Unamortized discount on the Mortgage Notes was $181,000 and $204,000 at June 30,
1996 and December 31, 1995, respectively.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Condition

The Partnership derives its income from its interest in Operating Partners, 
whose income currently is derived from the operations of the Inns.  As part 
of its 1992 plan of reorganization, Operating Partners restructured its 
Mortgage Notes under the Restated Loan Agreement and arranged a Priming Loan 
to fund necessary capital improvements and to finance operating deficiencies.
The ability of the Partnership to pay operating expenses and debt service, 
and to create required reserves, depends upon the ability of Operating 
Partners to increase future cash flows from operations.  Unless cash flows 
from operations are sufficient, the Partnerships may not be able to continue 
as going concerns.  It is the intention of the Partnerships to continue to 
operate the Inns as going concerns.  However, as stated in the 1995 Form 10-K,
it is the present intention of Operating Partners to sell the Moravia Inn.

The Partnerships' investment in the Inns continues to be subject to the risks 
generally incident to the ownership of real estate, including those relating 
to the uncertainty of cash flow to meet fixed obligations, adverse changes in
national economic conditions, adverse changes in local market conditions, 
construction of new hotels and/or the franchising by Holiday Inn of competitor 
hotels, changes in interest rates, the availability of financing for operating 
or capital needs, changes in real estate tax rates and other operating 
expenses, adverse changes in governmental rules and fiscal policies, acts of 
God (which may result in uninsured losses), condemnation and other factors 
that are beyond the control of the General Partner, the Partnership, Operating
Partners or W&H.

Results of Operations

Operations in the second quarter of 1996 generated net income of $652,000, 
compared to $393,000 of net income generated during the second quarter of 1995.
Net loss for the six months ended June 30, 1996 was $2,150,000, as compared 
to a net loss of $1,324,000 in the first six months of 1995.  Excluding the 
lease settlement proceeds of $1,025,000 recognized in the first quarter of 
1995, the net loss from operations decreased by $199,000 in the first six 
months of 1996, from $2,349,000 in the first six months of 1995 to $2,150,000
in the first six months of 1996.  

Total revenues for the three months ended June 30, 1996 increased to 
$13,748,000 from $13,121,000 in the corresponding quarter of 1995.  Excluding
the $1,025,000 in lease settlement proceeds recognized in the first quarter
of 1995, and the other income, recognized in the first half of each year,
total revenues from operations in the six months ended June 30, 1996 rose 
$742,000, to $22,382,000, compared to $21,640,000 in the first six months
of 1995.  The increase in revenues is primarily due to the increase in
lodging revenues from the achievement of higher average daily rates (ADR)
at the Inns.

The following table compares lodging revenues, occupancy percentage levels and 
ADR, for the periods indicated:

<TABLE>
<CAPTION>
                             Three Months Ended          Six Months Ended 
                                  June 30,                    June 30,
                             1996          1995          1996          1995
  <S>                    <C>           <C>           <C>           <C>
  Lodging Revenues       $11,096,000   $10,456,000   $17,829,000   $17,123,000 
  Occupancy                    68.7%         69.4%         57.0%         58.6%
  ADR                         $69.50        $64.74        $67.22        $62.74 

</TABLE>

The ADR increased 7.4%, or $4.76, from a $64.74 ADR in the second quarter of 
1995 to a $69.50 ADR in the second quarter of 1996. For the six months ended 
June 30, 1996, the ADR increased 7.1%, or $4.48, from $62.74 in the first six
months of 1995 to $67.22 in the first six months of 1996.  This has been 
accomplished because the Inns have become less dependent upon higher volume, 
lower ADR guests and have continued to attract market segments that are willing
to pay higher room rates. Operating Partners has been able to attract and 
maintain the higher rated market segments because of the continued upgrades and
maintenance at the Inns, along with conducting effective internal marketing and
sales promotions.  While the Partnerships anticipate that the Inns can continue
to improve their mix of market segments, and thereby increase ADR and improve
profit margins, there can be no assurance as to whether this will be realized,
due to, among other things, competitive pressures in the marketplace.

Occupancies decreased 1.6 percentage points, to 57.0% in the first six months of
1996, as compared to 58.6% during the first six months of 1995. The decline 
in occupancy is attributable to two main factors. First, occupancies decreased 
2.5 percentage points in the first quarter of 1996 due primarily to the harsh 
winter weather in the first quarter of 1996, as compared to the previous year.
Second, the Inns have been removing the higher volume, lower rated ADR market 
segments (such as airline crews and tour groups) to provide available rooms 
during higher demand periods for the market segments with higher ADR.  
Operating Partners believes it will continue to be difficult to significantly
increase the occupancy levels of the Inns due to the lack of increases in 
demand where the Inns are located.  Contributing to current and 
future competition are certain competitor changes, which include conversions of 
competitor hotels to be Holiday Inns and the opening of new hotels in certain
markets where the Inns are located.
  
Food and beverage revenues for the three months ended June 30, 1996, decreased 
slightly, to $2,559,000,  from $2,565,000 in the second quarter of 1995.  The
decline during the quarter is associated with the decline in occupancies 
during the second quarter of 1996 as compared to the same quarter of 1995.  
During the first six months of 1996, food and beverage revenues have increased
to $4,553,000 from $4,517,000 in the first six months of 1995.  The increase 
is attributable to increases in food revenues, primarily from increased dinner 
and banquet sales, and increases in revenues from meeting room facilities and 
amenities during the first quarter or 1996.  Increases in these revenues are 
associated with the increased sales in the corporate individual and group 
business segments, along with increases in food and beverage pricing and 
the severe winter weather which stranded guests at the Inns during the first 
quarter of 1996.

Direct operating expenses increased $394,000 for the quarter ended June 30, 
1996, to $10,042,000, from $9,648,000 during the corresponding quarter of 1995.
A portion of this increase is in lodging expenses, such as room amenities, 
travel agent commissions and guest supplies, which are incurred in servicing 
the higher rated market segments. In addition, other lodging and food and 
beverage expenses increased during the second quarter of 1996 over the same 
quarter of 1995, representing inflationary increases in labor and 
food costs.  Increased marketing costs during the second quarter of 1996 
reflect increases in marketing and sales efforts. Utility cost increases are 
a result of consumption increases, primarily in the first quarter of 
1996, as a result of more severe weather conditions in the current year.  
Other direct operating costs increased, principally because certain costs, 
such as credit card commissions, Inn management fees and franchise fees are 
based upon and increase with revenues. Depreciation and amortization decreased 
in the second quarter of 1996 from the second quarter of 1995, due to the 
original debt acquisition costs having been fully amortized in the first 
quarter of 1995, and certain of the Inn's original franchise acquisition fees
also becoming fully amortized at the end of 1995.  

Liquidity and Capital Resources

The following table represents the changes in cash and cash equivalents for the
six months ended June 30, 1996:

<TABLE>
<CAPTION>

<S>                                           <C> 
Net cash provided by operating activities     $    715,000
Net cash used in investing activities             (635,000)
Net cash provided by financing activities          500,000
Net increase in cash and cash equivalents     $    580,000

</TABLE>

The Inns have historically experienced negative cash flow from operations in the
first quarter of each year and increased cash flows from operations beginning in
the second quarter of each year.  As a result of the increase in revenues in 
the quarter and six months ended June 30, 1996, compared to the same periods 
in 1995, and the improved margins during the second quarter of 1996, the 
Partnerships reflected positive cash flows from operations. 

Net cash used in investing activities totaled $635,000 for the six months ended 
June 30, 1996, resulting from cash utilized for capital improvements and 
refurbishments of $803,000, less the net increase in restricted cash of 
$168,000.  The net increase in restricted cash included a reduction in the 
FF&E Reserve of $236,000 (the capital expenditures of $1,252,000 which were 
funded from the FF&E Reserve exceeded the $1,016,000 funded to the FF&E 
Reserve at 5% of revenues, plus interest earned on the account) net of 
an increase of $68,000 in the interest reserve and tax escrow accounts.

Cash provided by financing activities totaled $500,000 for the first six months 
of 1996.  Operating Partners borrowed $1,600,000 under the Tranche B portion of 
the Priming Loan for operating cash deficiencies during the first quarter of 
1996 and repaid $1,100,000 of the Tranche B Loan from excess working capital 
during the second quarter of 1996.

The Partnerships anticipate that their future earnings, together with the 
advances under the Priming Loan, will enable the Partnerships to pay all 
operating expenses, service debt, create required reserves and satisfy the 
current requirements under the HII franchise agreements.  However, while the 
Partnerships' budgets and capital plans reflect their present best estimates 
of future events, those events are beyond the control of the Partnerships, 
the General Partner and W&H, and no assurances can be given that the 
Partnerships will have the liquidity to meet future operating and capital 
commitments.  Further, the "Holiday Inns" franchise of ten of the Inns will 
expire on June 30, 1997 and the franchises of two additional Inns will expire
on December 31, 1997.  Before the expiration of the franchise for any "Holiday 
Inn" property, the property is inspected by HII and that inspection forms the 
basis for a Property Improvement Plan ("PIP"), the completion of which is a 
condition to the renewal of the franchise for the property.  Prior to
December 31, 1995, HII had inspected and prepared PIP's for ten of
the Inns, whose franchises expire in 1997.  During the second quarter of 1996,
HII inspected and prepared PIP's for the remaining two hotels whose franchises 
expire in 1997, (though HII had previously indicated that it might not renew 
those franchises and, accordingly, had not prepared PIP's for those Inns).  
Operating Partners' current estimate of the cost of the capital expenditures 
of the PIP's for the twelve Inns, could be in the range of $15,000,000, 
although Operating Partners believes that the scope of work and related costs
are subject to negotiation.  Accordingly, Operating Partners is evaluating, 
for each Inn, the relative benefits and costs of renewing the "Holiday Inn" 
franchise for the Inn, operating the Inn under other franchises that may be 
available, and operating the Inn without a franchise affiliation.  In addition,
Operating Partners is evaluating the improvements and expenditures included 
in each PIP in order to identify those items that Operating Partners believes
will enhance the Inn's ability to compete in its market and will add 
value to the Inn, and those improvements or expenditures that Operating 
Partners believes to be less necessary or to add little value.  Operating 
Partners will then negotiate with HII the scope of work included in each PIP 
and the length of time that will be required to complete such improvements.  
Generally, in connection with the renewal of the franchise for an Inn, 
Operating Partners will have one year, which may be negotiable, from the 
franchise expiration date to complete the capital improvements included in 
the PIP.  It is anticipated that those capital improvements will be financed 
partially from the FF&E Reserve and from additional financing, if available. 
However, there can be no assurance that additional financing will be available,
or that the Partnerships can obtain financing.  Further, the Priming Loan and 
Restated Loan Agreements require prior approval by the Lenders of any franchise 
changes, capital expenditures or additional financing.

PART II.  OTHER INFORMATION AND SIGNATURES

Item 6.  Exhibits and Reports on Form 8-K

  	       (b) Reports on Form 8-K

             	No reports on Form 8-K have been filed during the quarter for 
              which this report is filed.
     
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 thereunto duly authorized.


                 										PRIME MOTOR INNS LIMITED PARTNERSHIP
												              	(REGISTRANT)
								                  	By: Prime-American Realty Corp.
									                 	General Partner

Date: August 12, 1996						By:	/s/ S. Leonard Okin	          
                             		S. Leonard Okin
                        							Vice President


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1996
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<EPS-PRIMARY>                                      .16                   (.53)
<EPS-DILUTED>                                      .16                   (.53)
        

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