SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): February 22, 1999

           Super 8 Motels III, Ltd., a California limited partnership
             (Exact name of registrant as specified in its charter)

                 California            0-10134          94-2664921
                (State or other      (Commission       (IRS Employer
                 jurisdiction         File Number)      Identification No.)
                 of incorporation)


                       2030 J Street, Sacramento, CA 95814
               (Address of principal executive offices) (Zip Code)

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

                                       N/A
          (Former name or former address, if changed since last report)




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Item 2.        ACQUISITION OR DISPOSTION OF ASSETS.

On February 22, 1999, the Partnership sold its motel and related assets located
in San Bernardino, California for cash in the amount of $1,600,000 and its motel
and related assets located in Bakersfield, California for cash in the amount of
$1,300,000. Each purchase price is equal to the appraised fair market value of 
the respective motel as of January 1, 1998 as determined by an independent 
appraiser.  The properties were purchased by Tiburon Hospitality LLC, a 
California limited liability company in which Mark Grotewohl has a 50% profits
interest.  Mark Grotewohl is the son of the two owners of the registrant's
general partner.

Item 7.        FINANCIAL STATEMENTS AND EXHIBITS.

a.   Financial statements of businesses acquired.

     Inapplicable.

b.   Pro forma financial information.

     To be provided upon availability.

c.   Exhibits.

     10.1 Purchase and Sale Agreement dated as of April 30, 1998, previously
          filed as Exhibit 10.1 to Amendment No. 4 to the Schedule 14A filed by
          the registrant on November 2, 1998, is hereby incorporated as an
          exhibit herein by this reference.


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                                   SIGNATURES

         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 hereunto duly authorized.

                                 SUPER 8 MOTELS III, LTD.,
                                 a California limited partnership

Date:    March 3, 1999           By:      Grotewohl Management Services, Inc.,
                                          General Partner

                                          By:      /s/ Philip B. Grotewohl
                                                   Philip B. Grotewohl,
                                                   President






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