FORM 10-Q 	SECURITIES AND EXCHANGE COMMISSION 	WASHINGTON, D.C. 20549 	Quarterly Report Under Section 13 or 15(d) 	of the Securities Exchange Act of 1934 For Quarter Ended							Commission File Number July 3, 1998								0-9708 SUPER 8 MOTELS TEXAS, LTD. (Exact name of registrant as specified in its charter) State of Organization TEXAS		IRS Identification No. 74-2062237 P. O. Box 969, Rockwall, TX 75087-0969 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 771-6783 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 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 	SUPER 8 MOTELS TEXAS, LTD. 	(A Limited Partnership) 	July 3, 1998 	CONTENTS PART I. FINANCIAL INFORMATION					Page ITEM 1. FINANCIAL STATEMENTS Balance Sheets								 3 Statement of Operations Three Months ended July 3, 1998 and June 27, 1997 			 4 Statement of Operations Six Months ended July 3, 1998 and June 27, 1997 			 5 Statement of Partners' Equity					 6 Statement of Cash Flows Six Months ended July 3, 1998 and June 27, 1997					 	 7 Notes of Financial Statements				 8 - 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS						 11 -12 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDING					 13 ITEM 2. CHANGES IN SECURITIES					13 ITEM 3. DEFAULTS UPON SENIOR SECURITIES			13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS								13 ITEM 5. OTHER INFORMATION						13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K			13 	SUPER 8 MOTELS TEXAS. LTD. 	(A Limited Partnership) 	BALANCE SHEETS 	July 3, 1998 and January 2, 1998 ASSETS					1998			1997 Unaudited		 CURRENT ASSETS				 Cash $	348,899 $319,111 	Accounts Receivable, net of allowance for doubtful accounts of $7,000 in 1998 and $7,000 in 1997 	120,726	 83,685 Prepaid expenses	 7,704	 20,630 Total current assets	477,329	423,426 PROPERTY AND EQUIPMENT		 Land	769,800	769,800 Building and improvements 2,546,212 2,539,443 Furniture and equipment	504,260	496,345 3,820,272 3,805,588 Accumulated Depreciation 1,411,817 1,336,157 2,408,455 2,469,431 OTHER ASSETS	 22,757 	 24,162 $2,908,541 $2,917,019 LIABILITIES AND PARTNERS? EQUITY				 CURRENT LIABILITIES		 Current portion of mortgage payable $	 45,000 $ 45,000 Accounts payable	 59,847	 84,294 Sales tax payable	 48,239	 43,315 Property taxes payable	 26,382	 50,485 Accrued compensation	 17,746	 20,711 Accrued interest payable	 1,485	 1,577 Total current liabilities	198,699	245,382 MORTGAGE PAYABLE less current portion	214,338	236,838 PARTNERS? EQUITY 2,495,504 2,434,799 $2,908,541 $2,917,019 The accompanying notes are an integral part of this statement.				 	SUPER 8 MOTELS TEXAS, LTD. 	(A Limited Partnership) 	STATEMENTS OF OPERATIONS 	FOR THE THREE MONTH PERIODS ENDED July 3, 1998 and June 27, 1997 	(Unaudited) 1998	1997 AVERAGE ROOM RATE	$40.95	$38.91 OCCUPANCY PERCENTAGE	88.7%	91.5% Revenues		 Room rentals	416,303	408,397 Other	 13,109	 15,438 429,412	423,835 Expenses		 Departmental:		 Rooms	118,298	109,381 Other	 5,399	 5,943 General and administrative 75,004	 60,659 Sales	 12,913	 12,116 Franchise fees	 35,387	 34,625Utilities	 29,022	 25,304 Maintenance & Repair	 30,753	 26,081 Management fees	 24,058	 26,416 Depreciation	 37,830	 37,856 Amortization	 704	 703 Property taxes	 13,180	 12,497 Insurance	 10,163	 7,633 Interest	 8,081	 8,603 400,792	367,817 NET INCOME (LOSS) $ 28,620 $ 56,018 The accompanying notes are an integral part of this statement SUPER 8 MOTELS TEXAS, LTD. 	(A Limited Partnership) 	STATEMENTS OF OPERATIONS 	FOR THE SIX MONTH PERIODS ENDED July 3, 1998 and June 27, 1997 	(Unaudited) 1998	1997 AVERAGE ROOM RATE	$40.74	$38.58 OCCUPANCY PERCENTAGE	88.2%	89.7% Revenues		 Room rentals	823,713	793,676 Other	 26,309	 32,943 850,022	826,619 Expenses		 Departmental:		 Rooms	232,885	216,784 Other	 9,818	 11,551 General and administrative 153,613	127,433 Sales	 24,257	 24,384 Franchise fees	 70,127	 67,760Utilities	 52,006	 55,902 Maintenance & Repair	 62,215	 51,825 Management fees	 47,661	 49,390 Depreciation	 75,660	 75,712 Amortization	 1,406	 1,406 Property taxes	 27,157	 25,016 Insurance	 17,473	 15,267 Interest	 15,039	 17,329 789,317	739,759 NET INCOME (LOSS) $ 60,705 $ 86,860 The accompanying notes are an integral part of this statement. 	SUPER 8 MOTELS TEXAS, LTD. 	(A Limited Partnership) 	STATEMENT OF PARTNERS' EQUITY 	FOR THE SIX MONTH PERIODS ENDED July 3,1998 and June 27, 1997 	(Unaudited) General	Limited		Partners Partners	Total Balance - December 27, 1996	$(18,793)	$2,298,569 $2,279,776 Net Income (Loss) - Three Months Ended March 28, 1997	 308 	 30,534 30,842 Net Income (Loss) - Three Months Ended June 27, 1997	 560 	 55,458 56,018 Balance - June 27, 1997	$(17,925	$2,384,561	$2,366,636 Balance - January 2, 1998	$(17,243)	$2,452,042	$2,434,799 Net Income (Loss) - Three Months Ended April 3, 1998	 321	 31,764	 32,085 Net Income (Loss) - Three Months Ended July 3, 1998	 286	 28,334	 28,620 Balance - July 3, 1998	$(16,636)	$2,512,140	$2,495,504 The accompanying notes are an integral part of this statement. 	SUPER 8 MOTELS TEXAS, LTD. 	(A Limited Partnership) 	STATEMENT OF CASH FLOWS 	Six Months Ended July 3, 1998 and June 27, 1997 (Unaudited)	 1998	1997 Cash flows from operating activities		 Net income (loss)	$ 60,705	$ 86,860 Adjustments to reconcile net income (loss) to net cash 	 provided by (used in) operating activities		 Depreciation and amortization	 77,065	 77,118 Change in operating assets and liabilities		 Accounts receivable	 (37,041)	 11,951 Prepaid expenses	 12,926	 13,162 Other assets	 	 (31) Accounts payable	 (24,447) 	 (279) Sales tax payable	 4,924	 2,431 Property taxes payable	 (24,103)	 (25,356) Accrued compensation	 (2,965)	 (599) Accrued interest	 (92)	 (86) Net cash provided by (used in) operating activities	 66,672 165,171 Cash flows from financing activities		 Payments made on mortgage payable	 (22,500) 	 (22,500) Net cash provided by (used in) financing activities	 (22,500)	 (22,500) Cash flows from investing activities	 Property additions	 (14,684) Net cash provided by (used in) investing activities	 (14,684)	 NET INCREASE (DECREASE) IN CASH	 29,788 	 142,671 Cash at beginning of year	 319,111	 37,456 Cash at end of period $	 348,899	$180,127 Interest paid during the period	$ 15,131	$ 17,415 The accompanying notes are an integral part of this statement. 	SUPER 8 MOTELS TEXAS, LTD. 	NOTES TO FINANCIAL STATEMENTS NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Depreciation Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives by the straight-line method. Accelerated methods of depreciation are used for tax purposes. Federal Income Taxes Federal income taxes (benefits) are not reflected in the financial statements as the partners individually report their distributive shares of the taxable income or loss of the Partnership. Fiscal Year The Partnership's fiscal year ends on the Friday nearest December 31. Fiscal years 1997 and 1996 are comprised of fifty-three and fifty-two week periods, respectively. NOTE B - PARTNERSHIP AGREEMENT The Partnership was formed under the laws of the State of Texas in September 1979. The Partnership was organized to develop and operate nonspecified "budget" hotels in Texas. Allocation of cash distributions and income (losses) are 99% and 1%, respectively, to limited partners and general partners. The general partners have an option which expires in 1999 to purchase a special 20% limited partner interest for $500,000. Franchise Fees Effective June 30, 1994, the partnership received approval from Ramada Franchise Systems, Inc. to operate the facility as a Ramada Limited hotel for a term of fifteen years subject to Ramada having the right to terminate the license without cause effective on the fifth anniversary of the license. Prior to June 30, 1994, the Partnership paid to Super 8 Motels, Inc. monthly fees equal to 4% of its gross room revenue and contributed an additional 1% of its gross room revenues to an advertising fund administered by the franchisor. Effective June 30, 1994, the Partnership will pay to Ramada Franchise Systems, Inc. monthly fees equal to 3.5% of its gross room revenue for the first twelve months from the effective date of the Ramada license and 4% of its gross room revenue beginning in the thirteenth month through the balance of the license term. In addition, the partnership must contribute 4.5% of its gross room revenue to Ramada Inter-National Association for marketing, reservation systems and other assessments. Franchise fees were $70,127 and $67,760 for the six months ended July 3, 1998 and June 27, 1997, respectively. NOTE C - RELATED PARTY TRANSACTIONS Management Fees An affiliate of one of the former General Partners managed the hotel for the Partnership until May 31, 1989. The fee for this service was 5% of gross operating revenues from Partnership operations. This management fee was payable monthly; however, three-fifths of the management fee was deferred until receipt by the Limited Partners of a cumulative 10% per annum pre-tax return on their adjusted capital contributions. During 1994 this obligation was written off because it was determined that it was unlikely to require payment in the future. On June 1, 1989, an affiliate of one of the current General Partners assumed management of the hotel. For its services, the management company receives a base management fee equal to the greater of three percent (3%) of the Gross Revenues of the hotel or $36,000 per year. In addition to the base management fee, the management company receives an incentive management fee equal to ten percent (10%) of Gross Operating Profit. For the six months ended July 3, 1998 and June 27, 1997, management fees were $47,661 and $49,390, respectively. Additionally, accounting service fees paid to another affiliate of a general partner were $19,500 and $14,000 for the six months ended July 3, 1998 and June 27, 1997, respectively. Expense reimbursements to a general partner for expenses incurred were $3,915 and $8,904 for the six months ended July 3, 1998 and June 27, 1997, respectively. NOTE D - SIGNIFICANT CUSTOMER The Partnership's revenues for the six months ended July 3, 1998 and June 27, 1997 include amounts from a single customer of approximately $155,000 and $158,428, respectively. NOTE E - MORTGAGE PAYABLE In April 1994, the partnership entered into a mortgage note agreement to borrow $450,000 from a financial institution. The proceeds of this loan were used to complete the renovation of the facility to comply with the Ramada license requirements. Under terms of the agreement, the partnership is required to make monthly principal installments of $3,750 and interest on the outstanding principal balance at 2% above the financial institution?s prime lending rate. The mortgage note is collateralized by the hotel's property and equipment. As of July 3, 1998, the outstanding principal balance was $259,338, with a current portion of $45,000. All unpaid principal is due in 2004. The payee may demand payment of the outstanding balance of the note on the six year, seven year, eight year and nine year anniversary dates of the note. 	SUPER 8 MOTELS TEXAS, LTD. Item 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Opinion of Management In the opinion of management, the accompanying unaudited financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of July 3, 1998 and June 27, 1997, and the results of operation and its cash flows for the periods then ended. Liquidity The General Partners believe that the Partnership's liquidity, defined as its ability to generate adequate amounts of cash to meet its cash needs, is satisfactory. The Partnership's primary source of liquidity is its revenue from operations, the cash provided from the sale of its restaurant in 1990 and the proceeds of the mortgage note incurred to finance the renovation of the hotel. The Partnership actively negotiated with the lessee of the restaurant building to sell the building to such lessee. Such sale took place on September 14, 1990. The contract sale price was $500,000. This sale provided a cash infusion to the property of $445,000 which was used to pay off delinquent taxes of $137,605, current taxes on the restaurant through September 14, 1990 of $14,160 and a $22,000 bank loan secured by the lease. As of July 3, 1998, the Partnership had cash and other current assets in the amount of $477,329 compared to $267,845 at June 27, 1997. Current liabilities were $198,699 at July 3,1998, compared to $188,624 at June 27, 1997. Capital Resources The partnership spent approximately $24,719, $62,636 and $6,606 in capital improvements to the hotel's facilities in 1997, 1996 and 1995, respectively. The partnership has spent $14,684 in capital improvements for the hotel during the first six months of 1998. The partnership expects to spend an additional $175,000 in capital expenditures during the balance of this year. The hotel is now operating in full compliance with the Ramada Limited standards. Results of Operations The Partnership's hotel average occupancy rate for the six month period ended July 3, 1998, was 88.2% compared to 89.7% for the six month period ended June 27, 1997. The average daily room rate for the six month period ended July 3, 1998, was $40.74 compared to $38.58 for the six month period ended June 27,1997. Room Revenue for the six month period ended July 3, 1998 was $823,713 compared to $793,676 for the six month period ended June 27, 1997. The airline employee and airline related lodging resulted in daily room rentals of approximately 50.0% of the hotel's 126 rooms for the six month period ended July 3, 1998, compared to 51.0% for the six month period ended June 27, 1997. 	SUPER 8 MOTELS TEXAS, LTD. PART II - OTHER INFORMATION Item 1.LEGAL PROCEEDINGS There are no material pending legal proceedings. Item 2.CHANGES IN SECURITIES There have been no changes in securities for the six months ended July 3, 1998. Item 3.DEFAULTS UPON SENIOR SECURITIES There are no senior securities and accordingly, there are no defaults for the six months ended July 3, 1998. Item 4.SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS No matter was submitted to a vote of security holders for the six months ended July 3, 1998. Item 5.OTHER INFORMATION There is no other information to report for the six months ended July 3, 1998. Item 6.EXHIBITS AND REPORT OF FORM 8-K There are no exhibits or reports on Form 8-k to be filed with this Form 10-Q. SIGNATURE 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. SUPER 8 MOTELS TEXAS, LTD. (REGISTRANT) S/SMartin J. Cohen, General Partner 1 12