LAQUINTA INNS, INC.
                                112 E. PECAN ST.
                                 P.O. BOX 2636
                           SAN ANTONIO, TX 78299-2636
                                 (210) 302-6000

                                January 25, 1994

To the Former Unitholders of La Quinta Motor Inns Limited Partnership:

    We  are pleased to advise  you that La Quinta  Inns, Inc. (the "Parent") has
completed its  acquisition  (the  "Merger")  of La  Quinta  Motor  Inns  Limited
Partnership  (the "Partnership"). The Merger,  which became effective on January
25, 1994 (the "Effective Time") upon the filing of a Certificate of Merger  with
the  Secretary of State of  Delaware pursuant to Section  17-211 of the Delaware
Revised Uniform Limited  Partnership Act,  is described in  the Proxy  Statement
that was sent to you on December 22, 1993.

    The   Merger  was  consummated  pursuant   to  the  Partnership  Acquisition
Agreement, dated  as of  October 27,  1993, by  and among  the Partnership,  the
Parent  and three wholly-owned subsidiaries of  the Parent, and was approved and
adopted by the Partnership's  unitholders at a special  meeting held on  January
25,  1994. In the Merger, (i) at the Effective Time a wholly-owned subsidiary of
the Parent was merged with and into the Partnership, with the Partnership as the
surviving entity,  (ii)  each  unit  of  limited  partnership  interest  of  the
Partnership  outstanding  immediately prior  to the  Effective Time  (other than
units held by the Parent  or its subsidiaries) was  converted into the right  to
receive  $13.00 net in cash, without  interest (the "Merger Consideration"), and
(iii) at  the Effective  Time each  such unit  was cancelled  and ceased  to  be
outstanding.

    As  indicated in the enclosed Letter of Transmittal, The First National Bank
of Boston has been designated the Exchange Agent in connection with the  Merger.
The  Merger Consideration will be paid through the Exchange Agent promptly after
proper completion and submission to the Exchange Agent of the enclosed Letter of
Transmittal along  with  your  certificates  for  depositary  receipts  formerly
representing  units of the Partnership. Please  do not send your certificates or
the Letter of  Transmittal to  the Partnership or  to the  Parent. The  enclosed
Letter  of Transmittal (or a copy thereof) must accompany your certificates when
they are sent  to the Exchange  Agent, as set  forth in the  enclosed Letter  of
Transmittal.

    We  urge you to deliver  your certificates to the  Exchange Agent as soon as
possible. Please follow the instructions  in the enclosed Letter of  Transmittal
(front  and  back) and  submit  the completed  Letter  of Transmittal  with your
certificates to the Exchange Agent (mail or hand delivery). You will not receive
your  Merger   Consideration  until   your  certificates   have  been   properly
surrendered.

                                          Very truly yours,

                                          LA QUINTA INNS, INC.