UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
-----------------
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 Number 1-94443
-------
RED LION INNS LIMITED PARTNERSHIP
-----------------------------------
(Exact name of registrant as specified in its charter)

Delaware 94-3029959
-------- ----------

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

4001 Main Street, Vancouver, Washington 98663
- --------------------------------------- -----
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (206) 696-0001
--------------
Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on
which registered
Units representing limited partnership
interests American Stock Exchange
- -------------------------------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act
None
----
(Title of Class)

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
--- ---

2
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value of units of non-voting limited
partnership interests held by non-affiliates was $111,972,000 at
February 15, 1994, and is based on a closing price of $27.125 and
4,128,000 units outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Unitholders for the year ended
December 31, 1993, are incorporated in Parts I, II, III and IV hereof

Exhibits as noted in Exhibit Index in Item 14 of this report

Exhibit Index located on pages 25 and 26

PART I
Item 1 Business
- ----------------------

GENERAL DEVELOPMENT OF BUSINESS:
Red Lion Inns Limited Partnership and its subsidiary limited
partnership, Red Lion Inns Operating L.P. (the "Partnership" and the
"Operating Partnership", respectively; collectively, the
"Partnership"), were formed on January 16, 1987 under the Delaware
Revised Uniform Limited Partnership Act for the purpose of owning,
through the Operating Partnership, ten Red Lion hotels (the
"Hotels"). The Hotels had been previously owned by Red Lion, a
California Limited Partnership ("Red Lion"), since April 10, 1985.
Red Lion Properties, Inc. (the "General Partner"), a wholly-owned
subsidiary of Red Lion, is the general partner for both the
Partnership and the Operating Partnership.

On April 14, 1987, the Partnership completed an initial public
offering of units representing limited partnership interests
("Units") totaling $98.8 million. These proceeds, accompanied by a
$105.9 million mortgage loan, were used to acquire the Hotels,
through the Operating Partnership, from Red Lion for a net $195
million. Since the completion of this acquisition, the Partnership's
limited partners have had an effective 98.01 percent ownership
interest in the Hotels, with the General Partner retaining the
remaining 1.99 percent ownership interest.

Since April 14, 1987, the day-to-day management of the Hotels has
been conducted pursuant to a management agreement (the "Management
Agreement") which was entered into between the Operating Partnership
and Red Lion. Red Lion provides the same management services to the
Hotels that it renders to the other Red Lion lodging facilities,
including a toll-free reservation system, centralized purchasing and
training, marketing, sales, advertising, administration,
maintenance, accounting and planning programs.

3
DESCRIPTION OF BUSINESS:
Red Lion manages the Hotels as part of a full service hotel chain
which operates in the western half of the United States. The Red
Lion hotel system, established in 1959, currently includes 53
lodging facilities with a total of approximately 14,000 rooms. The
lodging facilities are designed to provide guests with a full range
of high-quality hotel accommodations in convenient locations at
competitive prices.

The Partnership's Hotels are located in western and mid-western
states and compete primarily in the mid-priced sector of the
hospitality market although, in certain metropolitan areas, several
of the Hotels compete directly with higher-priced hotels. Red Lion
has had particular success in establishing its presence in the
medium-sized city segment of the hospitality market. The Hotels are
typically located near airports or major traffic arteries and are
convenient to commercial centers or tourist destinations. The
Hotels vary in size, ranging from 209 rooms to 476 rooms.

Red Lion's marketing strategy is to target business travelers,
including those traveling for meetings and conventions, and frequent
individual business travelers. In addition, Red Lion seeks to
attract local food and beverage guests and leisure travelers. The
hospitality industry is highly competitive. Red Lion distinguishes
itself from competing hotel chains by providing high-quality
facilities, food and beverage services which attract local clientele
as well as hotel guests, extensive meeting and convention
facilities, and oversized guest rooms.

The Hotels offer a variety of meeting and convention facilities
which attract not only business conventions and conferences, but
also local functions such as banquets and receptions. A network of
over 140 on-site sales representatives along with national sales
support from offices in Seattle, Portland, San Francisco,
Sacramento, Los Angeles, Washington DC, Chicago, and Red Lion's
Vancouver, Washington executive office, work to expand Red Lion's
share of convention market business.

All of the Hotels offer full-service accommodations. In addition to
restaurants, lounges, banquet and meeting space, most of the Hotels
offer oversized rooms with oversized beds, premium television
channel availability, complimentary airport shuttle service, free
parking, swimming pools, room service and valet services. Red Lion
develops and implements advertising, public relations, market
research and training programs on behalf of the Hotels. Technical
training and assistance is provided to each Hotel for other areas
such as front office operations, reservations, housekeeping,
property maintenance, energy management, laundry, valet services,
telephone systems and guest services. Other services provided by
Red Lion include accounting and cash management, risk management,
credit and collection, tax compliance, legal, computer and point of
sale systems support and internal audit. Red Lion's food and
beverage division establishes quality levels and monitors
performance, provides culinary training, and assists in menu design,
pricing, accounting and cost controls.

4
Red Lion supplies the Hotels with certain operating supplies,
furnishings and equipment allowing Red Lion to ensure consistently
high quality and to control costs.

A toll-free reservation system is available to customers throughout
the United States and Canada. Red Lion is in the process of
upgrading and improving its central reservation system based in
Vancouver, Washington, a project expected to be implemented in 1995.
The improved system will provide, among other features, a real time
inventory of all Red Lion's rooms, which will enhance the company's
ability to manage occupancy yields and room rates. Red Lion also
participates in major national and international airline reservation
systems which allow travel agents to book Red Lion hotel reservations.

The Partnerships have no employees. Hotel and administrative
personnel are employed by Red Lion. Neither of the Partnerships is
responsible for the payment of executive compensation to the
officers of the General Partner. The Partnership reimburses Red
Lion for the cost of providing such services at the hotel level and
reimburses the General Partner for Partnership administrative costs.
For further discussion of reimbursements to the General Partner and
executive compensation, see Items 11 and 13 of this report.

5
The table below presents comparative information on certain
characteristics of the Hotels:

Average Number of Rooms Per Hotel(1) - 307

Year Ended December 31,
-----------------------
1993 1992 1991
---- ---- ----

Occupancy Percentage(2) 73.3% 72.7% 73.0%

Average Room Rate(3) $66.67 $64.56 $63.58

Average Gross Revenue per room
per year(2) $31,358 $31,177 $31,531

Average Gross Operating Profit
per room per year(2) $10,427 $10,148 $ 9,855

Average Food and Beverage
Revenues per room per year(2) $10,788 $11,254 $12,066

(1) As of December 31, 1993.
(2) Calculated on a per available room per year basis.
(3) Based on rooms occupied.

Item 2 Properties
- ------------------------
The Hotels were selected by the General Partner so as to be
representative of the Red Lion portfolio taking into account the
age, guest capacity, occupancy levels, average daily room rates,
profitability and the geographical diversity of the Hotels. The
Hotels have an average of 307 rooms per Hotel and have at least two
food outlets per Hotel.

6
The following table presents certain information concerning the
Hotels:

Number of
Name Location Guest Rooms
- --------------- -------- -------------

Red Lion Hotel/ Sacramento, California 448
Sacramento

Red Lion Hotel/ Colorado Springs, Colorado 299
Colorado Springs

Red Lion Hotel/ Boise, Idaho 308
Riverside

Red Lion Hotel/ Omaha, Nebraska 414
Omaha (1)

Red Lion Inn/ Springfield, Oregon 234
Springfield (1)

Red Lion Hotel/ Portland, Oregon 476
Lloyd Center

Red Lion Hotel/ Portland, Oregon 235
Downtown

Red Lion Inn/ Bellevue, Washington 209
Bellevue Center

Red Lion Inn/ Spokane, Washington 237
Spokane

Red Lion Inn/ Yakima, Washington 209
Yakima Valley -----

Total Rooms 3,069
=====
(1)Property subject to full or partial ground lease.

During 1993, the Partnership carried out improvements at the Hotels
amounting to $6.4 million, which included $2.3 million for public
area refurbishments, of which $1.8 million was used for a major
public area refurbishment at the Partnership's Sacramento property.
Other improvements included $1.3 million used for guest room
renovations, telecommunication and other computer systems.

7
Item 3 Legal Proceedings
- ----------------------------
Information required for this Item is reported in the Partnership's
1993 Annual Report to Unitholders at Note 10 to the consolidated
financial statements and is incorporated herein by this reference.

Item 4 Submission of Matters to a Vote of Security Holders
- --------------------------------------------------------------
There were no matters submitted to a vote of Unitholders during the
year ended December 31, 1993.

PART II

Item 5 Market for Registrant's Common Equity and Related
- ------------------------------------------------------------
Stockholder Matters
-------------------
Information concerning the market for the Partnership's Units
including high and low market prices, quarterly distributions and
the number of unitholders is reported on the inside cover of the
Partnership's 1993 Annual Report to Unitholders and is incorporated
herein by this reference.

Item 6 Selected Financial Data
- ----------------------------------
Selected financial data of the Partnership for each of its last five
fiscal years are reported under "Selected Financial Data" at page 12
of the Partnership's 1993 Annual Report to Unitholders and are
incorporated herein by this reference.

Item 7 Management's Discussion and Analysis of Financial
- ------------------------------------------------------------
Condition and Results of Operations
-----------------------------------
NOTE: The Partnership's consolidated financial statements, which
are contained in the 1993 Annual Report to Unitholders at pages 2
through 10, are incorporated into the following analysis and
discussion by this reference.

FISCAL 1993 COMPARED TO FISCAL 1992
- -----------------------------------
REVENUES: Room revenues increased $2.1 million, or 4%, in 1993
while total revenues increased by a smaller increment of $.5 million
to $96.2 million from the prior year's $95.7 million. The
dampening effect on revenues was primarily due to a $1.4 million
decline in the Partnership's food and beverage revenues caused by
lower demand in the food and beverage outlets, and the temporary
closing of some outlets for renovations.

8
Of the $2.1 million (4%) increase in room revenues, the majority,
$1.7 million (3%), was due to higher room rates related to
improvements in the market segment mix. The average daily rate
increased 3% to $66.67 from $64.56 in the prior year. Average
occupancy increased .6 percentage points to 73.3% from 72.7% in the
prior year.

OPERATING INCOME: Operating income before depreciation,
amortization and incentive management fees increased $.6 million, or
3%, in 1993 compared to the prior year. Contributing to the
increase was a $1 million decline in workers' compensation costs in
1993. Offsetting this were higher liability insurance reserves ($.4
million) and lower food and beverage profits which were caused by
the soft demand discussed above. After depreciation, amortization
and the incentive management fee, operating income of $13.4 million
was essentially unchanged from the prior year.

NET INCOME: Before the cumulative effect of a change in accounting
for income taxes, net income increased $.2 million primarily because
interest expense was lower in 1993. The $1.3 million cumulative
effect of the change in accounting for income taxes is a non-cash
charge to income resulting from the adoption, in January 1993, of
Statement of Financial Accounting Standards No. 109. This new rule
requires the Partnership to record income tax liabilities, arising
principally from current differences between book and tax
depreciation which will be in existence when the Partnership becomes
a taxable entity in 1998. For more information on this item, see
Note 3 to the Partnership's 1993 consolidated financial statements.

CASH FLOW AVAILABLE FOR DISTRIBUTIONS AND INCENTIVE MANAGEMENT FEE:
As defined in the Management Agreement, cash flow available for
distributions and incentive management fee ("Cash Flow") is net
income (or loss) before non-cash charges (principally depreciation
and amortization) and incentive management fee but after the reserve
for capital improvements and principal payments on mortgage debt.
Cash Flow increased in 1993 by $.3 million, or 3%, to $10.5 million
from the prior year's $10.2 million. Cash Flow reflects loan
principal payments which were $.5 million higher in 1993 than in
1992. After payment of $9.3 million of cash distributions in 1993
(unchanged from 1992), the Partnership had sufficient Cash Flow to
pay a current incentive management fee of $1.1 million in 1993
compared to $.9 million in 1992. For further discussion of Cash
Flow, see Note 6 to the Partnership's 1993 consolidated financial
statements.

The Partnership holds in its treasury 806,500 Units which it
repurchased, during the years 1987 through 1990, at an average cost
of $13.83 per Unit. The total cost of $11.2 million was funded from
a combination of operating cash and the Partnership's $14.1 million
revolving line of credit.

9
FISCAL 1992 COMPARED TO FISCAL 1991
- -----------------------------------
REVENUES: Total revenues decreased $1.3 million (1.3%) in 1992 from
$97 million to $95.7 million. Room revenues increased $.7 million
(1.3%) while food and beverage revenues declined $2.4 million
(6.4%). Minor Operations revenues increased $.5 million (6.1%).

The room revenue increase reflected a higher average room rate, up
two percent from $63.58 in 1991 to $64.56 in 1992. The average
occupancy percentage remained essentially flat at 72.7 percent
compared to the prior year's 73.0 percent due to weaker corporate
demand which was attributed to the recession. The decline in food
and beverage revenues is attributed to weaker demand in banquet and
fine dining business principally due to the economic recession.

OPERATING INCOME: In spite of the overall revenue decline in 1992,
operating income before depreciation, amortization and incentive
management fees increased $.9 million (3.9%) to $24.2 million from
$23.3 million. This increase reflected Red Lion's effective cost
controls and improved labor productivity in spite of higher worker's
compensation reserves ($.5 million) in 1992 over the prior year.
After depreciation, amortization and incentive management fee,
operating income was essentially unchanged at $13.4 million.

NET INCOME: Net income of $3 million was also essentially unchanged
in 1992. Interest expense was $.1 million lower than the prior year
and reflected lower interest rates in 1992.

CASH FLOW AVAILABLE FOR DISTRIBUTIONS AND INCENTIVE MANAGEMENT FEE:
As defined in the management agreement, cash flow available for
distributions and incentive management fee is net income (or loss)
before non-cash charges (principally depreciation and amortization)
and incentive management fee but after the reserve for capital
improvements. This item, which was reduced by contractual principal
payments of $.8 million in 1992, increased $.2 million to $10.2
million from $10 million in 1991. Excluding the effect of those
principal payments, cash flow available for distributions and
incentive management fee increased $1 million. After payment of
$9.3 million of cash distributions in 1992 (unchanged from 1991),
the Partnership had sufficient cash flow to pay current incentive
management fee of $.9 million, in 1992, compared to $.7 million in
1991.

10
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Partnership's principal source of cash is Hotel operations.
During the three years ended December 31, 1993, the Hotels have
generated sufficient cash from operations to cover operating needs.
It is expected that, for 1994, cash provided by both operations and
the lending facility discussed below, or other sources, will be
sufficient to meet anticipated cash requirements.

The Partnership has in place a $14.1 million line of credit.
Borrowings under the line averaged $11,784,000, $11,791,000, and
$11,237,000 during 1993, 1992 and 1991, respectively, and equaled
$11,827,000 at December 31, 1993. The average interest cost for
borrowings under the line in 1993, 1992 and 1991 was 4.6 percent,
5.2 percent, and 7.5 percent for those years, respectively. For
further discussion of the Partnership's credit facilities, see Note
5 to the Partnership's consolidated financial statements.

During 1993, 1992 and 1991, the Partnership made total capital
investments amounting to $6,389,000, $6,251,000, and $4,926,000,
respectively. Major improvements included guest room renovations,
common area refurbishments and replacement of telephone and computer
systems.

Funding of the capital improvements reserve, which was established
in May 1987, amounted to $2,887,000, $2,872,000, and $2,909,000 in
1993, 1992 and 1991, respectively. Cash invested above the reserved
amounts has been funded predominately from the line of credit
described above. At December 31, 1993, the Partnership had
commitments, related to capital improvement projects, of $547,000.

During 1993, 1992 and 1991, the Partnership's cash flow available
for distribution covered 100 percent of the priority cash
distributions and also allowed for payment of a current incentive
management fee to Red Lion of $1,142,000, $897,000, and $700,000,
respectively.

The Partnership holds in its treasury 806,500 Units which it
repurchased during the years 1987 through 1990, at an average cost
of $13.83 per Unit. The total cost of $11.2 million was funded from
a combination of operating cash and the Partnership's $14.1 million
revolving line of credit.

INCOME TAXES: As discussed in Note 3 to the consolidated financial
statements, Congress passed, in 1987, the Omnibus Budget
Reconciliation Act which, among other things, treats certain
publicly traded partnerships as corporations for tax purposes for
the years beginning after December 31, 1987. Publicly traded
partnerships in existence prior to December 18, 1987, will not be
treated as corporations, for tax purposes, for ten years from the
effective date of the 1987 law or until
11
taxable years beginning after December 31, 1997. The effect of
treating publicly traded partnerships as corporations will be to tax
the income of the Partnership at the entity level and reflect
distributions to partners as dividends.

During the first quarter of 1993, the Partnership adopted Statement
of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (SFAS 109). This statement requires, among other things, the
recording of deferred income taxes based on the difference between
the financial statement and income tax bases of assets and
liabilities using the enacted marginal income tax rate. The
cumulative effect of this accounting change resulted in a first
quarter non-cash charge to income of $1,351,000, or $.32 per unit.
This charge reflects the tax effect, as of January 1, 1993, of
cumulative differences between the book and tax bases of the
Partnership's assets from depreciation differences that are
estimated to exist after the Partnership becomes a taxable entity.

SEASONALITY: Operations of the Hotels are affected by seasonality.
Revenues are typically lower in winter periods than in summer
periods.

INFLATION: The effects of inflation, as measured by fluctuations in
the Consumer Price Index, have not had a material impact on the
Partnership's revenues or net income during the three years covered
by this report.

Item 8 Financial Statements and Supplementary Data
- ------------------------------------------------------
The consolidated financial statements and supplemental information
required by this Item which are listed below are contained in the
Partnership's 1993 Annual Report to Unitholders on the pages
indicated and are incorporated herein by this reference.
Page
----
Consolidated Statements of Income for the years
ended December 31, 1993, 1992 and 1991 2
Consolidated Balance Sheets as of December 31,
1993 and 1992 3
Consolidated Statements of Cash Flows for the
years ended December 31, 1993, 1992 and 1991 4
Consolidated Statements of Partners' Capital for
the years ended December 31, 1993, 1992 and 1991 5
Notes to Consolidated Financial Statements 6-10
Report of Independent Public Accountants 11

Item 9 Changes in and Disagreements with Accountants
- --------------------------------------------------------
Accounting and Financial Disclosure
-----------------------------------
None.

12
PART III

Item 10 Directors and Executive Officers of the Registrant
- -------------------------------------------------------------
The Partnerships have no directors or officers. Management
functions of the Partnerships are performed by the General Partner.
The following information is provided regarding the officers and
directors of the General Partner:

Name Age Present Position with the General Partner
- -------------- --- -----------------------------------------
David J. Johnson 47 President and Chief Executive Officer
Director
Beth A. Ugoretz 38 Senior Vice President
Secretary and General Counsel
Michael J. Crowley 39 Regional Vice President
Anupam Narayan 40 Vice President
Treasurer
Jack G. Reiss 43 Regional Vice President
George G. Schweitzer 38 Regional Vice President
Edward A. Gilhuly 34 Director
Roger S. Meier 68 Director
Michael W. Michelson 42 Director
George R. Roberts 50 Director

Mr. Johnson has been a Director of the General Partner since
October 1991 and has held his present position with Red Lion
since September 1991. Prior to joining Red Lion, Mr. Johnson was
General Partner of Hellman and Friedman, a privately held
investment firm, from January 1990. Mr. Johnson was a management
consultant from 1988 to January 1990 and served as President and
Chief Operating Officer of Dillingham Holdings for the two years
prior to 1988.

Ms. Ugoretz was appointed to her present position with the
General Partner in June 1993. For more than the five consecutive
years prior to joining Red Lion in 1993, Ms. Ugoretz was
associated with the law firm of Stoel Rives Boley Jones & Grey,
with whom she served as partner from 1990.

Mr. Crowley was appointed to his current position with the
General Partner in March 1993. He has served in the same
capacity with Red Lion for more than the last five years.

13
Mr. Narayan was appointed to his present position with the
General Partner in June 1993. He has held the same position with
Red Lion since May 1992. Prior to 1992, Mr. Narayan held the
position of Assistant Treasurer from 1985 and was promoted to
Vice President in 1990.

Mr. Reiss has held his present position with Red Lion for more
than the last five years.

Mr. Schweitzer has held his present position with Red Lion for
more than the last five years.

Mr. Gilhuly has been associated with Kohlberg Kravis Roberts &
Co. (KKR), a private investment firm, since September 1986.
Mr. Gilhuly is also a director of Layne, Inc., Owens-Illinois,
Inc., Owens-Illinois Group, Inc., and Union Texas Petroleum
Holdings, Inc.

Mr. Meier has been President and Chief Executive Officer of AMCO,
Inc., a privately-owned investment enterprise, for more than the
last five years. Mr. Meier is a director of Fred Meyer, Inc.,
Key Bank of Oregon, a wholly owned subsidiary of Keycorp, and
trustee of Acorn Fund and Acorn International.

Messrs. Roberts and Michelson are general partners in KKR and
each has been associated with KKR for more than five years.
Mr. Roberts is a director of American Re Corporation, AutoZone,
Inc., Duracell International Inc., IDEX Corporation, K-III
Communications Corp., Owens-Illinois, Inc., Owens-Illinois Group,
Inc., RJR Nabisco Holdings Corporation, RJR Nabisco Holdings
Corp., RJR Nabisco, Inc., Safeway, Inc., The Stop and Shop
Companies, Inc., Flagstar Companies, Inc., Flagstar Corporation,
Union Texas Petroleum Holdings, Inc., and World Color Press, Inc.
Mr. Michelson is a director of AutoZone, Inc., Fred Meyer, Inc.,
Owens-Illinois, Inc., Owens-Illinois Group, Inc., and Union Texas
Petroleum Holdings, Inc.

Messrs. Gilhuly, Meier, Roberts and Michelson have all held their
directorships with the General Partner since its formation in
December 1986.

Unless otherwise noted above, the directors and executive
officers listed above have held their present positions with the
General Partner since December 1986.

14
Item 11 Executive Compensation
- ---------------------------------
The Partnerships have no directors, officers or employees. Under
the respective agreements of the limited partnership, the General
Partner is responsible for the management and administration of
the Partnership. As discussed in Item 13 below, the General
Partner is reimbursed for certain management and administrative
costs but receives no fees for providing these services to the
Partnership and the Partnership is not responsible for the
payment of compensation to the officers of the General Partner.
The Hotels are operated by Red Lion in accordance with the
Management Agreement (see Item 13).

Item 12 Security Ownership of Certain Beneficial Owners
- ----------------------------------------------------------
and Management
--------------
As of December 31, 1993, the following owner beneficially owned
more than five percent of the total number of outstanding Units.

Name and Address Amount and Nature Percent
of of of
Title of Class Beneficial Owner Beneficial Ownership Class
- ------------------ ---------------- -------------------- -------

Units representing FMR Corporation(1) 537,200 13.0%
limited partnership 82 Devonshire St.
interests Boston, MA 02109

(1) This information relating to FMR Corporation was obtained from FMR
Corporation's Schedule 13G filed with the Securities and Exchange
Commission on February 11, 1994.

As of February 15, 1994, the officers and directors of the
General Partner, as a group, beneficially owned 5,500 Units which
represent less than one percent of the total outstanding Units.

Certain directors of the General Partner have indirect ownership
in the Partnership through their ownership interest in the
general partner of Red Lion, which owns the General Partner, an
effective 1.99% owner of the Partnership. Such ownership,
together with the ownership of units by directors and officers of
the General Partner noted above, constitutes less than 1% of the
ownership of the Partnership.

Item 13 Certain Relationships and Related Transactions
- ---------------------------------------------------------
Substantially all of the directors and principal officers of the
General Partner are directors and/or principal officers of Red
Lion. The General Partner is responsible for the management and
administration of the Partnership. In accordance with the
partnership agreement, the Partnership has reimbursed the General
Partner the administrative expenses. Reimbursements to the
General Partner for the years 1993, 1992 and 1991 were $457,000,
$458,000, and $486,000, respectively.

Pursuant to the Management Agreement, Red Lion receives a base
management fee equal to three percent of annual gross revenues of
the Hotels plus an incentive management fee based on adjusted
gross operating profit, as defined in the Management Agreement.
15
In order to facilitate the Partnership's ability to make minimum
annual distributions of cash flow from operations, Red Lion has
agreed to subordinate payment of its incentive management fee to
an amount sufficient to make the priority distributions. In
addition, incentive management fees earned but not paid have been
deferred without interest up to a maximum amount of $6 million
and will be repaid out of either (i) 25% of cash flow from
operations in any given year in excess of amounts sufficient to
pay debt service on the original mortgage loan, the $14.1 million
revolving credit line, the priority distribution and the current
incentive management fee, or (ii) sale or refinancing proceeds
prior to any distribution to limited partners. The $6 million
maximum deferred incentive management fee amount was reached in
November 1988 and the resulting accrual is included in Long-Term
Debt on the Partnership's consolidated balance sheets. As noted
in Item 7 to this report, the Partnership has generated
sufficient cash from operations to cover 100 percent of its
priority distributions to partners and to pay Red Lion a current
incentive management fee of $1,142,000, $897,000 and $700,000 for
1993, 1992 and 1991, respectively.

The Partnership, in accordance with the Management Agreement, is
also charged by Red Lion for its pro rata share of support
services such as computer, advertising, public relations,
promotional and sales and central reservation services.

All Partnership personnel are employees of Red Lion and its
affiliates. All costs of services of such employees are
reimbursed to Red Lion by the Operating Partnership. These costs
include salaries, wages, payroll taxes and other employee
benefits. Additionally, auxiliary enterprises owned by Red Lion
sell operating supplies and furnishings and equipment to the
Partnership. In the opinion of Red Lion management, sales to the
Partnership by the auxiliary enterprises were made at prices and
terms which approximated arms-length transactions.

For the first 36 full months of operations which ended April 30,
1990, the General Partner agreed to make available to the
Partnership a $4 million noninterest bearing revolving credit
facility which was to be used in the event that cash flow
available for distribution was insufficient to make priority
distributions. During the 36-month period, the General Partner
was required to fund $3,726,000 from the facility. Amounts due
under this facility are included in Long-Term Debt on the
Partnership's consolidated balance sheets.

For further discussion of related party transactions, see Notes 6
and 8 to the Partnership's consolidated financial statements
included in the 1993 Annual Report to Unitholders incorporated
herein by this reference.

16
PART IV

Item 14 Exhibits, Financial Statement Schedules, and Reports
- -----------------------------------------------------------------
on Form 8K
----------

a. The following documents are filed herewith and made a part
of this report:

1. The consolidated financial statements and supplementary
information set forth in Item 8 of Part II on page 11 of
this report.

2. Financial Statement Schedules:

Red Lion Inns Limited Partnership and Subsidiary Limited
Partnership:
Page
Reference
---------
Report of Independent Public Accountants on
Financial Statement Schedules 20

Schedule IV - Indebtedness to Related Parties -
Not Current for the years ended December 31, 1993,
1992 and 1991 21

Schedule V - Property, Plant, and Equipment for
the years ended December 31, 1993, 1992 and 1991 22

Schedule VI - Accumulated Depreciation of
Property, Plant, and Equipment for the years
ended December 31, 1993, 1992 and 1991 23

Schedule X - Supplementary Income Statement
Information for the years ended December 31,
1993, 1992 and 1991 24

All other schedules are omitted because they are not required or
because the information is presented in the financial statements
or related notes.

17
3. Exhibits:

2.1 Amended and Restated Agreement of Limited Partnership
of Red Lion Inns Limited Partnership. Incorporated by
reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-1, Registration No. 33-11954.

2.2 Amended and Restated Agreement of Limited Partnership
of Red Lion Inns Operating L.P. Incorporated by
reference to Exhibit 2.2 to the Company's Registration
Statement on Form S-1, Registration No. 33-11954.

3.1 Amended and Restated Certificate of Limited
Partnership. Incorporated by reference to Exhibit 3.1
to the Company's Registration Statement on Form S-1,
Registration No. 33-11954.

3.2 Certificate of Limited Partnership of Red Lion Inns
Operating L.P. Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form
S-1, Registration No. 33-11954.

4 Form of Unit Certificate. Incorporated by reference
to Exhibit 5 to the Company's Registration Statement
on Form 10.

10.1 Management Agreement between Red Lion Inns Operating
L.P. and RL Acquisition Company. Incorporated by
reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1, Registration No.
33-11954.

10.2 Purchase and Sale Agreement between RL Acquisition
(a) Company and Red Lion Inns Operating L.P. Incorporated
by reference to Exhibit 10.2(a) to the Company's
Registration Statement on Form S-1, Registration
No. 33-11954.

10.2 Supplemental Purchase and Sale Agreement between RL
(b) Acquisition Company and Red Lion Inns Operating L.P.
Incorporated by reference to Exhibit 10.2(b) to the
Company's Registration Statement on Form S-1,
Registration No. 33-11954.

10.3 Lease dated as of June 23, 1980, between Lloyd
Corporation Ltd., as Lessor, and Red Lion Inn/Lloyd
Center, Inc., as Lessee. Incorporated by reference to
Exhibit 10.3 to the Company's Registration Statement
on Form S-1, Registration No. 33-11954.

10.4 Lease dated as of October 23, 1968, by and between
First National Bank of Omaha, as Lessor, and Downtown
Development Co., Ltd., as Lessee. Incorporated by
reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1, Registration No.
33-11954.

18
10.5 Assignment of Lease dated April 8, 1985, from Omaha
Red Lion, Inc. to RL Acquisition Company.
Incorporated by reference to Exhibit 10.5 to the
Company's Registration Statement on Form S-1,
Registration No. 33-11954.

10.6 Lease dated June 1, 1973 between Charles F. Larson, as
Lessor, and James A. McClory, as Lessee. Incorporated
by reference to Exhibit 10.6 to the Company's
Registration Statement on Form S-1, Registration No.
33-11594.

10.7 Purchase and Sale Agreement and Escrow Instructions
dated as of April 3, 1987, by and between Lloyd
Properties and Red Lion Inn/Lloyd Center, Inc.
Incorporated by reference to Exhibit 10.9 to the
Company's Registration Statement on Form S-1,
Registration No. 33-11954.

10.8 Credit Agreement, dated as of April 14, 1987, between
United States National Bank of Oregon, the Canadian
Imperial Bank of Commerce and Red Lion Inns Operating
L.P. Incorporated by reference to Exhibit 10.10 to
the Company's Registration Statement on Form S-1,
Registration No. 33-11954.

10.9 First Amendment to Credit Agreement, dated January 1,
1990. Incorporated by reference to Exhibit 10.9 to
the Company's Form 10-K for the years ended
December 31, 1992.

13 Annual Report to Unitholders for the year ended
December 31, 1993. Only deemed filed as part of this
Report on Form 10-K to the extent specifically
incorporated by reference herein.

b. Reports on Form 8-K:

No reports on Form 8-K have been filed for the period
covered by this report.

19
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on the 30th day of March 1994.

RED LION INNS LIMITED
PARTNERSHIP

By: RED LION PROPERTIES, INC.
Its sole General Partner

By: /s/DAVID J. JOHNSON
-------------------
David J. Johnson
President and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated on the 30th day of March 1994.

Signatures Title
- -------------------- -------------------

/s/DAVID J. JOHNSON
- --------------------- President and
David J. Johnson Chief Executive Officer
Director
(Principal Financial Officer
and Principal Accounting Officer)

/s/GEORGE R. ROBERTS
- --------------------- Director
George R. Roberts

/s/MICHAEL W. MICHELSON Director
- -----------------------
Michael W. Michelson

/s/EDWARD A. GILHULY
- --------------------
Edward A. Gilhuly Director

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES

To the Partners of
Red Lion Inns Limited Partnership and
its Subsidiary Limited Partnership:

We have audited, in accordance with generally accepted auditing
standards, the consolidated financial statements included in Red
Lion Inns Limited Partnership's annual report to unitholders
incorporated by reference in this Form 10-K, and have issued our
report thereon dated February 11, 1994. Our audit was made for
the purpose of forming an opinion on those statements taken as a
whole. The schedules listed in the index of financial statement
schedules listed in Part IV, Item 14, are the responsibility of
the Company's management and are presented for purposes of
complying with the Securities and Exchange Commission's rules and
are not part of the basic financial statements. These schedules
have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required
to be set forth therein in relation to the basic financial
statements taken as a whole.

/s/ARTHUR ANDERSEN & CO.

Portland, Oregon
February 11, 1994

21
SCHEDULE IV

RED LION INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP

INDEBTEDNESS TO RELATED PARTIES - NOT CURRENT
(in thousands)

Balance at Balance at
Beginning End
of Period Additions Deductions of Period
--------- --------- ---------- ---------

Year ended December 31, 1993:
Red Lion, a California
Limited Partnership $ 9,726 $ -- $ -- $ 9,726
======= ======= ======= =======

Year ended December 31, 1992:
Red Lion, a California
Limited Partnership $ 9,726 $ -- $ -- $ 9,726
======= ======= ======= =======

Year ended December 31, 1991:
Red Lion, a California
Limited Partnership $ 9,726 $ -- $ -- $ 9,726
======= ======= ======= =======

/TABLE

22
SCHEDULE V

RED LION INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP
Property, Plant and Equipment
(in thousands)

Balance Other(1) Balance
at Changes at
Beginning Addi- Retire- Add End of
Classification of Period tions ments (Deduct) Period
- ----------------------------- --------- ------- ------- ------- ------

Year Ended December 31, 1993:
Land $ 17,713 $ - $ - $ - $ 17,713
Buildings and improvements 155,622 - - 951 156,573
Furnishings and equipment 42,656 - (1,174) 4,282 45,764
Construction in progress 1,732 6,389 - (5,233) 2,888
-------- ------ ------- ------- --------
$217,723 $6,389 $(1,174) $ - $222,938
======== ====== ======= ======= ========

Year Ended December 31, 1992:
Land $ 17,713 $ - $ - $ - $ 17,713
Buildings and improvements 155,278 - - 344 155,622
Furnishings and equipment 36,831 43 (577) 6,359 42,656
Construction in progress 2,227 6,208 - (6,703) 1,732
-------- ------ ------- ------- --------
$212,049 $6,251 $ (577) $ - $217,723
======== ====== ======= ======= ========

Year Ended December 31, 1991:
Land $ 17,713 $ - $ - $ - $ 17,713
Buildings and improvements 155,077 - - 201 155,278
Furnishings and equipment 34,323 35 (328) 2,801 36,831
Construction in progress 338 4,891 - (3,002) 2,227
-------- ------ ------- ------- --------
$207,451 $4,926 $ (328) $ - $212,049
======== ====== ======= ======= ========

(1) Other changes consist of transfers of construction in progress to
in-service classifications

23
SCHEDULE VI

RED LION INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP

Accumulated Depreciation of
Property, Plant and Equipment
(in thousands)

Addi-
Balance tions Other
at to Cost Changes Balance
Beginning and Retire- Add at End of
Classification of Period Expenses ments (Deduct) Period
- -------------------------- ---------- --------- ------- ------- ---------

Year Ended December 31, 1993:
Buildings and improvements $25,517 $ 4,634 $ - $ - $30,151
Furnishings and equipment 20,761 5,502 (1,160) - 25,103
------- ------- ------ ------ -------
$46,278 $10,136 $(1,160) $ - $55,254
======= ======= ====== ====== =======

Year Ended December 31, 1992:
Buildings and improvements $20,936 $ 4,581 $ - $ - $25,517
Furnishings and equipment 16,037 5,229 (505) - 20,761
------- ------- ------ ------ -------
$36,973 $ 9,810 $ (505) $ - $46,278
======= ======= ====== ====== =======

Year Ended December 31, 1991:
Buildings and improvements $16,370 $ 4,566 $ - $ - $20,936
Furnishings and equipment 11,823 4,493 (279) - 16,037
------- ------- ------ ------ -------
$28,193 $ 9,059 $ (279) $ - $36,973
======== ======= ====== ====== =======

24
SCHEDULE X

RED LION INNS LIMITED PARTNERSHIP
AND SUBSIDIARY LIMITED PARTNERSHIP

Supplementary Income Statement Information
(in thousands)

Charged to Costs and Expenses
-----------------------------

Year Ended December 31,
----------------------------
Item 1993 1992 1991
---- ---- ---- ----

Advertising expense $1,060 $1,153 $1,391
====== ====== ======

INDEX OF EXHIBITS
Located
Exhibit at page
Number Number
- ------- -------
2.1 Amended and Restated Agreement of Limited Partnership
of Red Lion Inns Limited Partnership. Incorporated by
reference to Exhibit 2.1 to the Company's Registration
Statement on Form S-1, Registration No. 33-11954. _____

2.2 Amended and Restated Agreement of Limited Partnership
of Red Lion Inns Operating L.P. Incorporated by reference
to Exhibit 2.2 to the Company's Registration Statement
on Form S-1, Registration No. 33-11954. _____

3.1 Amended and Restated Certificate of Limited Partnership.
Incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1, Registration No.
33-11954. _____

3.2 Certificate of Limited Partnership of Red Lion Inns
Operating L.P. Incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1,
Registration No. 33-11954. _____

4 Form of Unit Certificate. Incorporated by reference to
Exhibit 5 to the Company's Registration Statement on
Form 10. _____

10.1 Management Agreement between Red Lion Inns Operating L.P.
and RL Acquisition Company. Incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement on
Form S-1, Registration No. 33-11954. _____

10.3 Lease dated as of June 23, 1980, between Lloyd
Corporation Ltd., as Lessor, and Red Lion Inn/Lloyd
Center, Inc., as Lessee. Incorporated by reference
to Exhibit 10.3 to the Company's Registration Statement
on Form S-1, Registration No. 33-11954. _____

10.4 Lease dated as of October 23, 1968, by and between
First National Bank of Omaha, as Lessor, and Downtown
Development Co., Ltd., as Lessee. Incorporated by
reference to Exhibit 10.4 to the Company's Registration
Statement on Form S-1, Registration No. 33-11954. _____

10.5 Assignment of Lease dated April 8, 1985, from Omaha
Red Lion, Inc. to RL Acquisition Company. Incorporated
by reference to Exhibit 10.5 to the Company's
Registration Statement on Form S-1, Registration
No. 33-11954. _____

10.6 Lease dated June 1, 1973 between Charles F. Larson, as
Lessor, and James A. McClory, as Lessee. Incorporated
by reference to Exhibit 10.6 to the Company's Registration
Statement on Form S-1, Registration No. 33-11954. _____

10.8 Credit Agreement, dated as of April 14, 1987, between
United States National Bank of Oregon, the Canadian
Imperial Bank of Commerce and Red Lion Inns Operating L.P.
Incorporated by reference to Exhibit 10.10 to the
Company's Registration Statement on Form S-1, Registration
No. 33-11954. _____

10.9 First Amendment to Credit Agreement, dated January 1, 1990.
Incorporated by reference to Exhibit 10.9 to the Company's
Form 10-K for the year ended December 31, 1992. _____

13 Annual Report to Unitholders for the year ended December 31,
1993. Only deemed filed as part of this Report on Form
10-K to the extent specifically incorporated by reference
herein. _____