SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.     20549
                     ------------------------------------

                                  FORM 10-Q

                 Quarterly Report Under Section 13 or 15(d) of
                      The Securities Exchange Act of 1934
                 ---------------------------------------------
                      
                     For the Period ended March 31, 1997
                      
                            Commission File 0-8913  
                            
                             SUPER 8 MOTELS, LTD
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                  CALIFORNIA                            94 - 2514354
         ------------------------------               ------------------
         (State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)


          2030 J Street
          Sacramento, California                           95814
          --------------------------------------       --------------
          Address of principal executive offices          Zip Code



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

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 XX   No
    ----   ------













      






                             SUPER 8 MOTELS, LTD.

                      (A California Limited Partnership)

                             FINANCIAL STATEMENTS

                            MARCH 31, 1997 AND 1996














































      



                             SUPER 8 MOTELS, LTD.

                      (A California Limited Partnership)

                                    INDEX

Financial Statements:                                           PAGE

   Balance Sheet - March 31, 1997 and December 31, 1996          2

   Statement of Operations - Three Months Ended
   March 31, 1997 and 1996                                       3

   Statement of Changes in Partners' Equity -
   Three Months Ended March 31, 1997 and 1996                    4

   Statement of Cash Flows - Three Months Ended
   March 31, 1997 and 1997                                       5

   Notes to Financial Statements                                 6

   Management Discussion and Analysis                          7 - 8

   Other Information and Signatures                            9 - 10
































                           Super 8 Motels, Ltd.
                    (A California Limited Partnership)
                               Balance Sheet
                   March 31, 1997 and December 31, 1996

                                                       3/31/97       12/31/96
                                                    ------------   ------------
                                  ASSETS
Current Assets:
   Cash and temporary investments                  $  1,201,460   $  1,058,309
   Accounts receivable                                  121,896        122,841
   Prepaid expenses                                       5,347         24,463
                                                    ------------   ------------
    Total current assets                              1,328,703      1,205,613
                                                    ------------   ------------

Property and Equipment:
   Buildings                                          5,223,252      5,223,252
   Furniture and equipment                            1,082,997      1,049,769
                                                    ------------   ------------
                                                      6,306,249      6,273,021
   Accumulated depreciation                          (4,681,241)    (4,620,543)
                                                    ------------   ------------

    Property and equipment, net                       1,625,008      1,652,478
                                                    ------------   ------------

Other Assets:                                            19,694         20,488
                                                    ------------   ------------

    Total Assets                                   $  2,973,405   $  2,878,579
                                                    ============   ============

                       LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
   Current portion of note payable                 $     29,366   $     28,148
   Accounts payable and accrued liabilities             216,217        167,471
                                                    ------------   ------------
    Total current liabilities                           245,583        195,619

Long - Term Liabilities:
   Note payable                                         924,528        932,561
                                                    ------------   ------------
    Total liabilities                                 1,170,111      1,128,180
                                                    ------------   ------------
Contingent Liabilities (See Note 1)

Partners' Equity:
   General Partners                                      68,588         66,559
   Limited Partners                                   1,734,706      1,683,840
                                                    ------------   ------------
    Total partners' equity                            1,803,294      1,750,399
                                                    ------------   ------------

Total Liabilities and Partners' Equity             $  2,973,405   $  2,878,579
                                                    ============   ============
   The accompanying notes are an integral part of the financial statements.

                                  - 2 -


                           Super 8 Motels, Ltd.
                    (A California Limited Partnership)
                          Statement of Operations
            For the Three Months Ending March 31, 1997 and 1996

                                                    Three Months   Three Months
                                                        Ended          Ended
                                                       3/31/97        3/31/96
                                                    ------------   ------------

Income:
    Guest room                                     $    911,720   $    747,854
    Telephone and vending                                21,702         17,469
    Interest                                             10,067          5,101
    Other                                                 8,844          6,215
                                                    ------------   ------------
     Total Income                                       952,333        776,639
                                                    ------------   ------------

Expenses:
    Motel operating expenses (Note 2)                   575,173        546,902
    General and administrative                           28,635         26,475
    Depreciation and amortization                        61,492         64,403
    Interest                                             20,319         20,876
    Property management fees                             47,152         38,581
    Partnership management fees                          16,667         13,889
                                                    ------------   ------------
     Total Expenses                                     749,438        711,126
                                                    ------------   ------------

    Net Income (Loss)                              $    202,895   $     65,513
                                                    ============   ============

Net Income (Loss) Allocable
 to General Partners                                     $2,029           $655
                                                    ============   ============

Net Income (Loss) Allocable
 to Limited Partners                                   $200,866        $64,858
                                                    ============   ============

Net Income (Loss)
 per Partnership Unit                                    $40.17         $12.97
                                                    ============   ============

Distribution to Limited Partners
 per Partnership Unit                                    $30.00         $25.00
                                                    ============   ============







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

                                  - 3 -


                           Super 8 Motels, Ltd.
                    (A California Limited Partnership)
                 Statement of Changes in Partners' Equity
            For the Three Months Ending March 31, 1997 and 1996


                                                        1997           1996
                                                    ------------   ------------
General Partners:
 Balance at beginning of year                      $     66,559   $     58,480
 Net income (loss)                                        2,029            655
                                                    ------------   ------------
  Balance at end of period                               68,588         59,135
                                                    ------------   ------------


Limited Partners:
 Balance at beginning of year                         1,683,840      1,421,524
 Net income (loss)                                      200,866         64,858
 Distributions to limited partners                     (150,000)      (125,000)
                                                    ------------   ------------
  Balance at end of period                            1,734,706      1,361,382
                                                    ------------   ------------

  Total balance at end of period                   $  1,803,294   $  1,420,517
                                                    ============   ============



























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

                                  - 4 -



                           Super 8 Motels, Ltd.
                    (A California Limited Partnership)
                         Statement of Cash Flows
            For the Three Months Ending March 31, 1997 and 1996

                                                        1997           1996
                                                    ------------   ------------
Cash flows from operating activities:
 Received from motel revenues                      $    944,513   $    767,664
 Expended for motel operations and
  general and administrative expenses                  (599,717)      (580,509)
 Interest received                                        8,765          3,760
 Interest paid                                          (20,367)       (20,920)
                                                    ------------   ------------
  Net cash provided by operating activities             333,194        169,995
                                                    ------------   ------------
Cash flows from investing activities:
 Purchases of property and equipment                    (33,228)       (36,056)
 Proceeds from sales of property and equipment              -              -
                                                    ------------   ------------
  Net cash provided (used) by investing activities      (33,228)       (36,056)
                                                    ------------   ------------
Cash flows from financing activities:
 Principal payments on notes payable                     (6,815)        (6,262)
 Distributions paid to limited partners                (150,000)      (125,000)
                                                    ------------   ------------
  Net cash provided (used) by financing activities     (156,815)      (131,262)
                                                    ------------   ------------
  Net increase (decrease) in cash
   and temporary investments                            143,151          2,677

  Cash and Temporary Investments:
    Beginning of period                               1,058,309        631,200
                                                    ------------   ------------

            End of period                          $  1,201,460   $    633,877
                                                    ============   ============

Reconciliation of net income to net cash provided by operating activities:
 Net income (loss)                                 $    202,895   $     65,513
                                                    ------------   ------------
 Adjustments  to  reconcile  net  income  to  net  cash  provided  by  operating
  activities:
   Depreciation and amortization                         61,492         64,403
   (Gain) loss on sale of property                          -              444
   (Increase) decrease in accounts receivable               945         (5,215)
   (Increase) decrease in prepaid expenses               19,116         17,734
   Increase (decrease) in accounts payable
    and accrued liabilities                              48,746         27,116
                                                    ------------  -------------
     Total adjustments                                  130,299        104,482
                                                    ------------  -------------
     Net cash provided by
      operating activities                         $    333,194        169,995
                                                    ============  =============

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

                                  - 5 -


                           Super 8 Motels, Ltd.
                    (A California Limited Partnership)
                      Notes to Financial Statements
            For the Three Months Ending March 31, 1997 and 1996

Note 1:
The attached interim financial  statements include all adjustments which are, in
the opinion of management,  necessary to a fair statement of the results for the
period presented.

Users  of  these  interim  financial  statements  should  refer  to the  audited
financial  statements  for the year  ended  December  31,  1996  for a  complete
disclosure  of  significant  accounting  policies and practices and other detail
necessary for a fair presentation of the financial statements.

In accordance  with the  partnership  agreement,  the following  information  is
presented  related to fees paid or accrued to the General  Partner or affiliates
for the period.

          Property Management Fees                     $47,152

          Franchise Fees                               $18,257

          Partnership Management Fees                  $16,667

Note 2:
The following table summarizes the major components of motel operating  expenses
for the periods reported:

                                                    Three Months   Three Months
                                                        Ended          Ended
                                                       3/31/97        3/31/96
                                                    ------------   ------------

Salaries and related costs                         $    199,494   $    189,640
Rent                                                     47,911         46,198
Franchise and advertising                                45,643         31,686
Utilities                                                41,587         31,686
Allocated costs,
 mainly indirect salaries                                66,165         68,728
Replacements and renovations                              9,904         10,594
Other operating expenses                                164,469        168,370
                                                    ------------   ------------

Total motel operating expenses                     $    575,173   $    546,902
                                                    ============   ============


The following  additional material  contingencies are required to be restated in
interim reports under federal securities law: None.







                                  - 6 -


                           Super 8 Motels, Ltd.
                     (A California Limited Partnership)
                     Management Discussion and Analysis
              of Financial Condition and Results of Operation
                              March 31, 1997


LIQUIDITY AND CAPITAL RESOURCES

The  Partnership  has  current  assets of  $1,328,703  which  exceed its current
liabilities  of $245,583  by  $1,083,120.  This  surplus  provides an  operating
reserve equal to 21.7% of the Partnership's  original capital raised.  While the
Partnership agreement has no reserve requirement,  the General Partner has set a
$250,000 target (5% of the Partnership's original capitalization).

As shown on the  Statement  of Cash Flows for the three  months  ended March 31,
1997, the Partnership's  cash resources  increased by $143,151 during the period
covered  by this  report as  compared  with an  increase  of $2,677  during  the
corresponding period of the preceding fiscal year. The increase in net cash flow
is  primarily  due to the  increase in cash flow from  operations,  as discussed
below.  Other  than  operating  cash  flow,  additional  borrowing  against  the
properties  is the only  realistic  source of cash in the  unlikely  event  that
reserves do not satisfy the Partnership's future cash requirements.

During  the  three  month  period  covered  by this  report,  the  Partnership's
expenditures for  replacements  and renovation  totaled $43,131 or 4.7% of guest
room  revenues.  The  Partnership  spent  $33,228 on  washers  for the South San
Francisco and Sacramento properties.

RESULTS OF OPERATIONS

The  following  is a  comparison  of the first  three  months of the fiscal year
ending  March 31, 1997 with the  corresponding  period of the  preceding  fiscal
year.

Total income  increased  $175,694 or 22.6%.  The major revenue item,  guest room
revenue, increased $163,866 or 21.9%, due to an average daily room rate increase
from  $43.16 in 1996 to $45.72 in 1997 and an average  occupancy  rate  increase
from $58.6% in 1996 to 68.2% in 1997. All three motel achieved increases in both
average  daily room rate and average  occupancy  rate.  The South San  Francisco
motel achieved 69% of the increased guest room revenues. The South San Francisco
market  achieved  higher  patronage  in all  market  segments  with the  highest
increases in the leisure and corporate market segments.














                                  - 7 -



                           Super 8 Motels, Ltd.
                    (A California Limited Partnership)
                    Management Discussion and Analysis
             of Financial Condition and Results of Operation
                        March 31, 1997 (Continued)

Total expenses increased $38,312 or 5.4% during the three months ended March 31,
1997 as compared to the corresponding  quarter of the previous fiscal year. This
increase is attributable to the increase in guest room occupancy.


FUTURE TRENDS

The General Partners anticipate a slightly improved economic climate for 1997 as
compared with the previous  fiscal year. The South San Francisco  market,  which
traditionally  generated 40% of the  Partnership's  room revenue,  has recovered
from its  depressed  condition.  The General  Partners  have  determined  that a
continuing cost control  strategy will provide the best immediate  return to the
Partnership.  The major  components of the cost control program were in place by
December  31, 1993 and  continue to benefit the  Partnership  through the fiscal
quarter covered by this report.

The Sacramento  property had significant  occupancy from the McClellan Air Force
Base.  The  facility was added to the 1995 base  closing  list.  The room nights
generated  from this source will decline as the base  operations  are phased out
through  2002.  The actual  closing  activity and the future use of the facility
should generate some business for the Sacramento motel.

In the opinion of Management, these financial statements reflect all adjustments
which were  necessary  to a fair  statement  of results for the interim  periods
presented. All adjustments are of a normal recurring nature.

























                                  - 8 -





                        PART II.   OTHER INFORMATION
                        ----------------------------


     Item 1.                  Legal Proceedings
                              -----------------
                                 None

     Item 2.                  Changes in Securities
                              ---------------------
                                 None

     Item 3.                  Defaults upon Senior Securities
                              -------------------------------
                                 None

     Item 4.                  Submission of Matters 
                              ---------------------
                                 None

     Item 5.                  Other Information
                              -----------------
                                 None

     Item 6.                  Exhibits and Reports on Form 8-K
                              --------------------------------
                                 None


























                                     -9-






                                                  





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









                              SUPER 8 MOTELS, LTD


              5-5-97          By /S/ David P. Grotewohl
             --------         -------------------------
               Date           David P. Grotewohl,
                              President of Grotewohl
                              Management Services, Inc.,
                              Managing General Partner







              5-5-97          By /S/ David P. Grotewohl 
             --------         -------------------------
               Date           David P. Grotewohl,
                              Chief Financial Officer














                              
                                     -10-