As filed with the Securities and Exchange Commission on January 25, 1994

                     SECURITIES AND EXCHANGE COMMISSION


                           Washington, D.C. 20549


                                   FORM 15

 Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
        Sections 13 and 15(d) of the Secutities Exchange Act of 1934.

                        Commission File Number 1-9291

                 La Quinta Motor Inns Limited Partnership
         (Exact name of registrant as specified in its charter)

 112 East Pecan Street, P.O. Box 2636, San Antonio, Texas 78299; (210) 302-6000
   (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

     Depositary Receipts Representing Units of Limited Partnership Interest
           (Title of each class of securities covered by this Form)

                                     None
  (Titles of all other classes of securities for which a duty to file reports
                       under Section 13(a) or 15(d) remains)


     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:


           Rule 12g-4(a)(1)(i)   [X]        Rule 12h-3(b)(1)(ii)  [ ]
           Rule 12g-4(a)(1)(ii)  [ ]        Rule 12h-3(b)(2)(i)   [ ]
           Rule 12g-4(a)(2)(i)   [ ]        Rule 12h-3(b)(2)(ii)  [ ]
           Rule 12g-4(a)(2)(ii)  [ ]          Rule 15d-6          [X]
           Rule 12h-3(b)(1)(i)   [X]

     Approximate number of holders of record as of the certification or notice
date:   1

     Pursuant to the requirements of the Securities Exchange Act of 1934,
La Quinta Motor Inns Limited Partnership has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.

DATE:  January 25, 1994      La Quinta Motor Inns Limited Partnership

                             By:  La Quinta Realty Corp., General Partner



                                  By:   John F. Schmutz
                                        ----------------------------
                                        Vice President and Secretary