content: 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): March 24, 1999
  
               Super 8 Motels, Ltd., a California limited partnership
               (Exact name of registrant as specified in its charter)
  
                California           0-8913              94-2514354
               (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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  <PAGE>
  
  Item 2.        ACQUISITION OR DISPOSTION OF ASSETS.
  
  On  March  24,  1999,  the  Partnership  sold  its  motel  and  related  assets
  located in Sacramento  County,  California for cash in the amount of $2,700,000,
  and its motel and related assets located in South San Francisco,  California for
  cash  in the  amount of  $7,6000,000.  The  purchase  prices  are  equal  to the
  respective  appraised  fair market values of the motels 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 a  former  employee  of  the
  registrant and 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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  <PAGE>
  
  
                                     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, LTD.,
                                   a California limited partnership
  
  Date:    March 26, 1999           By:      Grotewohl Management Services, Inc.,
                                            General Partner
  
                                            By:      /s/ Philip B. Grotewohl
                                                     Philip B. Grotewohl,
                                                     President
  
  
  
  
  
  
  
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metadata_filer: {"company-data": {"conformed-name": "SUPER 8 MOTELS LTD", "cik": "0000311174", "assigned-sic": "7011", "irs-number": "942514354", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-08913", "film-number": "99573995"}, "business-address": {"street1": "2030 J STREET", "street2": "SUITE 200", "city": "SACRAMENTO", "state": "CA", "zip": "95814", "phone": "9164429183"}, "mail-address": {"street1": "2030 J STREET", "city": "SACRAMENTO", "state": "CA", "zip": "95814"}}
text: 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): March 24, 1999
  
               Super 8 Motels, Ltd., a California limited partnership
               (Exact name of registrant as specified in its charter)
  
                California           0-8913              94-2514354
               (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)
  
                                          1
  Item 2.        ACQUISITION OR DISPOSTION OF ASSETS.
  
  On  March  24,  1999,  the  Partnership  sold  its  motel  and  related  assets
  located in Sacramento  County,  California for cash in the amount of $2,700,000,
  and its motel and related assets located in South San Francisco,  California for
  cash  in the  amount of  $7,6000,000.  The  purchase  prices  are  equal  to the
  respective  appraised  fair market values of the motels 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 a  former  employee  of  the
  registrant and 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.
  
                                          2
  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, LTD.,
                                   a California limited partnership
  
  Date:    March 26, 1999           By:      Grotewohl Management Services, Inc.,
                                            General Partner
  
                                            By:      /s/ Philip B. Grotewohl
                                                     Philip B. Grotewohl,
                                                     President
  
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