<PAGE>
                             SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549

                     Form 10-QSB - Quarterly or Transitional Report

/X/      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

          For the quarterly period ended   September 30, 1998

//        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                         For the transition period from        to      

                     Commission File Number    33-16163-LA       


  Nashville Super 8 Ltd., A California Limited Partnership                   
  (Exact name of small business issuer as specified in its charter)

           California                                  33-0249749           
(State or other jurisdiction of                       (I.R.S. Employer  
incorporation or organization)                      Identification Number)

                          1466 9th Avenue, San Diego, CA  92101          
                          (Address of principal executive offices)         

                                 (619) 699-6100                             
                         (Issuer's telephone number)
                                                                                
                                                                    
     (Former name, former address and former fiscal year, if changed 
         since last report)

Check whether the registrant (1) has filed all reports required to be filed by 
Sections 13 or 15(d) of the Exchange Act during the last 12 months (or for 
such shorter period that the issuer was required to file such reports), and 
(2) has been subject to such filing requirements for the past 90 days.
Yes     /x/           No /  /

State the number of limited partnership interests outstanding as of the latest 
practicable date:  3,975  



<PAGE>

                 PART I. -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Incorporated herein is the following unaudited financial information:

Balance Sheet as of September 30, 1998 and December 31, 1997..

Statement of Operations for the three and nine month periods  ended September 
30, 1998 and September 30, 1997.

Statement of Cash Flows for the three and nine month periods ended September 
30, 1998 and September 30, 1997.

Notes to Financial Statements.





























<PAGE>
                                          NASHVILLE SUPER 8 LTD.     
                                      A California Limited Partnership
                                              Balance Sheet
                                   September 30, 1998 and December 31, 1997
                                              (Unaudited)
                                           (Part 1 of 2)
<TABLE>
<CAPTION>
                                                                                
                                         September 30,         December 31,
          ASSETS                             1998                    1997    
        -----------                      ------------          ------------
<S>                                         <C>                     <C>
Current Assets:                                                              
 Cash and cash equivalents                 $ 86,046            $  159,319      
 Accounts receivable                         11,001                17,447     
 Operating supplies                          15,455                15,455     
 Prepaid expenses                             4,178                 4,947    
                                                                                
                                          -----------           ----------   
Total current assets                        116,680               197,168    
Investment property, at cost:                                    
                                
 Land                                       711,092               711,092   
 Building and improvements                2,889,440             2,854,422  
 Furniture, fixtures and equipment          634,574               634,303   
                                                                                
                                         ------------          ------------  
                                          4,235,106             4,199,817   
Less accumulated depreciation             1,331,487             1,252,452   
                                                                                
                                         ------------         ------------   
   Investment property,                                           
    net of accumulated depreciation       2,903,619             2,947,365  
                                                                                
                                         ------------         ------------  
Franchise fees, net (note 3)                 10,667                11,417  
                                                                                
                                         ------------         ------------- 
                                                                                
                                         $3,030,966            $3,155,950    
                                                                           
                                         ===========          ============    
</TABLE>

           See accompanying notes to financial statements.



                                         Page 1

<PAGE>
                                  NASHVILLE SUPER 8 LTD.
                              A California Limited Partnership
                                      Balance Sheet
                           September 30, 1998 and December 31, 1997
                                     (Unaudited)
                                   (Part 2 of 2)
<TABLE>
<CAPTION>
         LIABILITIES AND                     September 30,        December 31,
    PARTNER'S CAPITAL ACCOUNTS                   1998                1997
    --------------------------              ----------------    ------------- 
<S>                                              <C>                 <C>
Current liabilities:                                                         
 Notes Payable (note 5)                     $       9,268         $     8,163 
 Accounts payable and accrued expenses             63,270              82,430 
 Due to affiliates (note 4)                         4,266              11,553
                                              -----------         ------------
   Total current liabilities                       76,804             102,146  
                                              -----------         ------------
 Long-term debt, less 
    current portion (note 5)                      148,568             156,121 
                                              -----------         ------------
Total liabilities                              $  225,372            $258,267  
                                              -----------         ------------
Partners' capital accounts 
(deficit):                                                                
General Partners:              
 Cumulative net earnings                       $  12,523             $ 16,732 
 Cumulative cash distributions                   (76,950)             (71,950)
                                              ------------       -------------
                                                 (64,427)             (55,218)
Limited partners:                                                           
 Capital contributions, net of offering costs  3,449,823            3,449,823
 Cumulative net earnings                         112,739              150,620
 Cumulative cash distributions                  (692,541)            (647,542)
                                             -------------       ------------- 
                                               2,870,021            2,952,901
                                             -------------       -------------
   Total partners' capital accounts            2,805,594            2,897,683  
                                             -------------       ------------ 
                                              $3,030,966           $3,155,950 
                                             =============       ============  
</TABLE>                                  
           See accompanying notes to financial statements.
                                    Page 2
<PAGE>
                              NASHVILLE SUPER 8 LTD.
                      A California Limited Partnership
                            Statement of Operations
                     Three Months and Nine Months Ended
                September 30, 1998 and September 30, 1997
                                 (Unaudited)
<TABLE>
<CAPTION>
                              THREE MONTHS ENDED          NINE MONTHS ENDED
                      September 30,  September 30, September 30,  September 30,
                          1998           1997           1998            1997   
                       -----------   ----------     ----------     -----------
<S>                        <C>            <C>            <C>            <C>    
Revenues: 
 Room revenues           $ 236,754    $ 368,035      $ 768,444      $932,695
 Phone revenue               4,719        6,587         19,150        14,554 
 Interest income               413          336          1,601           477
 Other income                1,060          625          2,121         1,562
                        ------------  -----------   -----------   ------------
                           242,946      375,577        771,316       949,288
                        ------------  -----------   -----------   ------------

Expenses:
 Property operating 
    expenses               125,297      175,242        457,606       452,604
 Depreciation               24,059       43,076         79,035       129,818
 General and administrative 34,309       82,096        107,291       166,037 
 Amortization                  250          250            750           750
 Management fees            14,552       22,515         46,183        56,929 
 Royalties and advertising  11,837       18,911         37,422        48,876
 Real estate taxes          10,497       13,639         29,510        33,364
 Interest expense            4,680        4,586         13,309        13,502
 Marketing                  10,804       13,241         42,300        42,565
                       ------------  ------------  -------------   ------------
                           236,285      373,556        813,406       944,445
                       ------------  ------------  -------------   ------------
     Net earnings        $   6,661    $   2,011     $  (42,090)    $   4,843
                       ============   ===========   ===========    =========== 
     Net earnings per 
      limited partnership 
       interest            $ 1.51      $   .46        $ (9.53)       $  1.10
                          =======       =======       =======         =======

</TABLE>
                         See accompanying notes to financial statements.

                                        Page 3
<PAGE>
                              NASHVILLE SUPER 8 LTD.
                       A California Limited Partnership
                          Statement of Cash Flows
                     Three Months and Nine Months Ended
                  September 30, 1998 and September 30, 1997
                                  (Unaudited)
<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED      NINE MONTHS ENDED
                                       September 30,         September 30, 
                                      1998       1997        1998       1997
                                    ---------  --------    -------    --------
<S>                                   <C>        <C>         <C>        <C>
Cash flows from operating activities:
  Net earnings (loss)              $    6,661 $   2,011  $   (42,090) $   4,843
  Adjustments to reconcile net income to net cash provided by operating 
        activities:
 Depreciation and amortization         24,309    43,336       79,785    130,568
(Increase) decrease in other assets:   17,376    27,909        7,215    (12,300)
 Increase (decrease) in:
  Accounts payable and accrued expenses 2,349    30,466      (19,160)    56,588
  Due to/from Affiliates               (6,761)   (8,413)      (7,287)    (2,126)
     Net cash provided by (used in)  ---------  --------   ----------  ---------
     operating activities              43,934    95,309       18,463    177,573
                                     ---------  --------   ----------  ---------
Cash flows from investing activities:
 Investment property expenditures        (981)   (5,619)     (35,289)   (53,658)
                                     ---------  --------   ----------  ---------
Net cash used in investing activities    (981)   (5,619)     (35,289)   (53,658)
                                     ---------  --------   ----------  ---------
Cash flows from financing activities:

 Proceeds/(Payments) of notes payable  (2,177)   (1,950)      (6,448)    (5,934)
 Cash distributions to partners       (50,000)        0      (50,000)         0
   Net cash provided by (used in)    ---------  ---------  ----------  ---------
         financing activities         (52,177)   (1,950)     (56,448)    (5,934)
                                     ---------  ---------  ----------  ---------
 Net increase (decrease) in cash       (9,223)   87,740      (73,273)   117,981
   
Cash and cash equivalents, 
         beginning of period           95,269   109,509      159,319     79,268 
                                     ---------  ---------  ----------  ---------
Cash and cash equivalents, 
         end of period                 86,046   197,249       86,406    197,249
                                     =========  ========    ========   =========

</TABLE>                    
           See accompanying notes to financial statements.
 
                                   Page 4
<PAGE>
                             NASHVILLE SUPER 8 LTD.,                  
                          A California Limited Partnership
                            Notes to Financial Statements
                                September 30, 1998
                                   (Unaudited)

Readers of this quarterly report should refer to the partnership audited 
financial statements and annual report Form 10-KSB (File No. 33-16163-LA) for 
the period ended December 31, 1997, as certain footnote disclosures which 
would substantially duplicate those contained in such financial reports have 
been omitted from this report.

1.  THE PARTNERSHIP AND A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nashville Super 8 Ltd., A California Limited Partnership (the Partnership), 
(formerly Motels of America Series XI), a California Limited Partnership, was 
formed on September 1, 1988 pursuant to the California Revised Uniform Limited 
Partnership Act.  The purpose of the Partnership is to construct, own, and 
operate a 110-room "economy" motel under a Super 8 Franchise.  The motel was 
opened in April 1989.

The following is a summary of the Partnership's significant accounting 
policies:

CASH AND CASH EQUIVALENTS

The Partnership considers all highly liquid instruments purchased with an 
original maturity of three months or less to be cash equivalents.

INVESTMENT PROPERTY

Investment property is recorded at cost.  Depreciation is computed using the 
straight-line method based on estimated useful lives of 5 to 39 years.  
Maintenance and repair costs are expensed as incurred, while significant 
improvements, replacements, and major renovation are capitalized.

FRANCHISE FEES

Franchise fees are amortized over the 20-year life of the franchise 
agreement.  Organization costs are amortized over a 60-month period.

INCOME TAXES

No provision for income taxes has been made as any liability for such taxes 
would be that of the partners rather than the Partnership.
                                               
                                                                      
                                                     (Continued)
                             Page 5

<PAGE>
                               NASHVILLE SUPER 8 LTD.,
                            A California Limited Partnership
                          Notes to Financial Statements (Continued)

Net income per interest is based upon the 90% allocated to limited partners 
divided by 3,975 limited partner interests outstanding throughout the year.

2.  PARTNERSHIP AGREEMENT

Net income or loss and cash distributions from operations of the Partnership 
are allocated 90% to the limited partners and 10% to the general partner.  
Profits from the sale or other disposition of Partnership property are to be 
allocated to the general partner until its capital account equals zero; 
thereafter, to the limited partners until their capital accounts equal their 
capital contributions reduced by prior distributions of cash from sale or 
refinancing plus an amount equal to a cumulative but not compounded annual 8% 
return thereon which cumulative return shall be reduced (but not below zero) 
by the aggregate amount of prior distributions of cash available for 
distribution; thereafter, gain shall be allocated 15% to the general partner 
and 85% to the limited partners.  Loss from sale shall be allocated 1% to the 
general partner and 99% to the limited partners.

3.  FRANCHISE AGREEMENT

The Partnership has entered into a twenty-year franchise agreement with Super 
8 Motels, Inc. to provide the Partnership with consultation in the areas of 
design, construction and operation of the motel.  The agreement required the 
payment of an initial fee of $20,000 and ongoing royalties equal to 4% of 
gross room revenues and a chain-affiliated advertising fee equal to 2% of 
gross room revenues.

During 1994, the franchise agreement with Super 8 was amended to reduce the 
Partnership's area of protection in exchange for the franchisor reducing by 
one-half the liquidated damages that would be payable by the Partnership in 
the event it elects an early termination of the franchise agreement.  The area 
of protection released by the Partnership is small in relation to the original 
area of protection and is to the south and west of the Partnership's motel, 
away from Opryland and other growth areas.  In addition, if the franchisor 
grants a franchise in the released area and the occupancy rate at the 
Partnership's motel drops by three or more percentage points for any twelve 
month period, the Partnership may reduce the royalties from 6% to 5% of gross 
room sales and reduce the royalties payable for the balance of the franchise 
agreement or terminate the franchise agreement upon payment of the reduced 
liquidated damages.  The occupancy rate was 51.81% in 1996 compared to 65.38% 
in 1995 and, therefore, management has notified Super 8 that the Partnership 
is entitled to the reduction in royalties approximately payable for the 
balance of the franchise agreement.

4.  RELATED PARTY TRANSACTIONS

The motel is operated pursuant to a management agreement with GHG Hospitality, 
Inc. (GHG).  The agreement provides for the payment of monthly management fees 
of 6% of gross revenues.                          (Continued)
                                        Page 6
<PAGE>
                             NASHVILLE SUPER 8 LTD.,
                         A California Limited Partnership
                       Notes to Financial Statements (Continued)

The Partnership has agreed to reimburse GHG for certain expenses related to 
services performed in maintaining the books and administering the affairs of 
the Partnership. 

GHG and an affiliate, GMS Management Services, Inc. (GMS), allocate to the 
Partnership certain marketing, accounting, and maintenance salaries and 
certain other expenses directly related to the operation of the Partnership. 

Fees and reimbursements for partnership administration expenses paid to GHG 
and GMS for the three months and nine months ended September 30, 1998 and 
September 30, 1997 are as follows:
<TABLE>
<CAPTION>
                               Three months Ended           Nine Months Ended
                               9/30/98    9/30/97          9/30/98     9/30/97
                             ----------  ---------        ---------  ---------
<S>                            <C>          <C>             <C>         <C>
Management Fees              $ 14,552     $22,515         $46,183     $56,929  
Reimbursement for partnership
 administration expenses     $  5,850       5,598          17,549      15,794
Salaries and other
  allocated expenses         $  8,920       6,876          31,000      21,716

</TABLE>
In addition, all motel employees are paid by GMS.  For the nine months ended 
September 30, 1998, the Partnership reimbursed GMS $254,238.for the wages of 
these employees including a one percent processing fee.  At September 30, 
1998, $4,266. was owed to GHG and GMS relating to reimbursement for these 
operating expenses.

5.  LONG-TERM DEBT

The Partnership has a note payable to a bank due in monthly installments of 
approximately $2,150, including interest at the bank's index rate plus 2% 
(10.5% at September 30, 1998) through August 2009.  The note is secured by a 
first priority deed of trust on the Partnership's motel and the unpaid balance 
at September 30, 1998 was $157,836.  The fair value of long-term debt 
approximates its carrying amount based on the borrowing rates currently 
available to the Partnership for loans with similar terms.

                                                  (Continued)

                                   Page 7

<PAGE>
                                   NASHVILLE SUPER 8 LTD.,
                                A California Limited Partnership
                              Notes to Financial Statements (Continued)

5.  LONG-TERM DEBT (Continued)
Principal payments on this note are due as follows:
<TABLE>
<CAPTION>
                <S>                                            <C>
                October 1998 - Dec 1998                  $    2,228.
                1999                                          9,533.
                2000                                         10,609.
                2001                                         11,807. 
                2002                                         13,140.
                Thereafter                                  110,528.
                                                         ------------
                                                           $157,836.          
                                                         ===========
</TABLE>
6.  SUBSEQUENT EVENT

On August 14, 1998 the Partnership entered into a Hotel Purchase and Sale 
Agreement with AM & PS, LLC, a Tennessee Limited Liability Company 
("Purchaser") whereby the Purchaser will purchase the motel from the 
Partnership for a price of $2,900,000.  The Purchase Price is payable in 
cash.  Sale of the Motel required the consent of holders of a majority of the 
Partnership's 3975 limited partnership interests.

If the holders of a majority of the Interests approve the proposed Sale of the 
Property and the Sale is closed, the Partnership will pay all its 
indebtedness, set up a contingency reserve of $300,000. and then distribute 
the remaining net sale proceeds pursuant to the terms of the Partnership 
Agreement.   

7.  ADJUSTMENTS

In the opinion of the general partners, all adjustments (consisting solely of 
normal recurring adjustments) necessary for a fair presentation have been made 
to the accompanying figures as of and for the nine months ended September 30, 
1998.
                                        (Continued)

                                    Page 8






<PAGE>
                                    NASHVILLE SUPER 8 LTD.,
                                  A California Limited Partnership
                                 Notes to Financial Statements (Continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS
Financial Condition:

On September 1, 1987, the Partnership commenced its public offering pursuant 
to its Prospectus.  On September 27, 1988, the Partnership completed the 
public offering.  The Partnership received $3,449,823 (net of offering costs 
of $525,177) from the sale of limited partnership interests.  These funds were 
available for investment in property, to pay legal fees and other costs 
related to the investments, to pay operating expenses, and for working 
capital.  The majority of the proceeds was used to acquire and construct the 
110-room "economy" motel on approximately 2 acres of land.

Construction of an indoor swimming pool, workout center, and spa and 
renovations of the lobby and certain guest rooms were completed in 1995.  The 
total cost of the project was approximately $677,300.  The project's cost was 
funded by cash from operations and a loan of $184,258 from First Bank & Trust 
of Tennessee.  As of September 30, 1998, a principal balance of $160,013. was 
outstanding on this note.  The note is payable in monthly installments of 
approximately $2,150 including interest at two points over the index which is 
the New York Consensus Prime as quoted in the Wall Street Journal.  The 
interest rate at September 30, 1998 was 10.5%.  The final balance is due 
August 2009.  The note is secured by a first priority deed of trust on the 
Partnership's motel.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 
OPERATIONS (Continued)

Financial Condition:

An independent appraisal valued the Partnership's motel property at $3,200,000 
as of August 26, 1996.  An update of this appraisal was completed in August 
1997 showing the same value of $3,200,000.  The carrying amount of investment 
property on the Partnership's financial statements was $2,926,697. as of  
September 30, 1998.  During 1994, the franchise agreement with Super 8 was 
amended to reduce the Partnership's area of protection in exchange for the 
franchisor reducing by one-half the liquidated damages that would be payable 
by the Partnership in the event it elects an early termination of the 
franchise agreement.  The area of protection released by the Partnership is 
small in relation to the original area of protection and is to the south and 
west of the Partnership's motel, away from Opryland and other growth areas.  
In addition, if the franchisor grants a franchise in the released area and the 
occupancy rate at the Partnership's motel drops by three or more percentage 
points for any twelve month period, the Partnership may reduce the royalties 
from 6% to 5% of gross room sales and royalties payable for the balance of the 
franchise agreement or terminate the franchise agreement upon payment of the 
reduced liquidated damages.  The occupancy rate was 51.81% in 1996 compared to 
65.38% in 1995 and, therefore, management has notified Super 8 that the 
Partnership is entitled to the reduction in royalties payable for the balance 
of the franchise agreement.
                                             (Continued)
                                 Page 9

<PAGE>
                               NASHVILLE SUPER 8 LTD.,
                             A California Limited Partnership
                           Notes to Financial Statements (Continued)

For the nine months ended September 30, 1998, the Partnership had cash and 
cash equivalents of $86,046.  Such funds will be utilized for working capital 
requirements and distributions to partners. 

For the three months ended September 30, 1998, room revenues were $236,754., 
the occupancy rate was 46.85% and the average daily rate was $51.81.  This 
compares to the three months ended September 30, 1997 when room revenues were 
$368,035., the occupancy rate was 75.58% and the average daily rate was 
$49.93.  And for the nine months ended September 30, 1998, room revenues were 
$768,444., the occupancy rate was 59.59% and the average daily rate was 
$43.40.  This compares to the nine months ended September 30, 1997 when room 
revenues were $932,695., the occupancy rate was 63.04% and the average daily 
rate was $51.13.

As requested by the limited partners in an informal survey conducted by the 
general partner now that the partnership is nearing its 10th year, the 
majority of the limited partners want the motel to be sold and the partnership 
dissolved. consequently, the hotel brokerage firm of Hotel Partners 
International has been engaged by the partnership to market the hotel for sale 
to qualified buyers at the highest and best selling price.  On August 14, 1998 
the Partnership entered into a Hotel Purchase and Sale Agreement with AM & PS,
LLC, a Tennessee Limited Liability Company ("Purchaser") whereby the Purchaser 
will purchase the motel from the Partnership for a price of $2,900,000.  The 
Purchase Price is payable in cash.  Sale of the Motel required the consent of 
holders of a majority of the Partnership's 3975 limited partnership interests.

If the holders of a majority of the Interests approve the proposed Sale of the 
Property and the Sale is closed, the Partnership will pay all its 
indebtedness, set up a contingency reserve of $300,000. and then distribute 
the remaining net sale proceeds pursuant to the terms of the Partnership 
Agreement.  The estimated uses of the sale proceeds are as follows:
<TABLE>
      <S>                                     <C>
     Contract Sales Price                 $2,900,000
     Costs of Sale                        $ (112,027)
     Repayments of Debt                   $ (157,844)
     Real Estate Taxes Paid from Escrow   $  (40,729)
     Establishment of Contingency Reserve $ (300,000)
     Cash Initially Available for 
       Distribution by the Partnership 
       from the Sale of the Property      $2,289,400
</TABLE>
                                                     (Continued)
                                 Page 10





<PAGE>
                                 NASHVILLE SUPER 8 LTD.,
                              A California Limited Partnership
                           Notes to Financial Statements (Continued)

The effect of current operations on liquidity was net cash provided by 
operating activities of $43,934.        for the three months ending September 
30, 1998 and $18,463. of cash provided by operating activities for the nine 
months ended September 30, 1998.  This compares to net cash provided by 
operating activities of $95,309. for the three months ended September 30, 1997 
and $177,573.of  net cash provided by operating activities for the nine months 
ended September 30, 1997.  Investment property expenditures were $35,289. for 
the nine months ended September 30, 1998.

Results of Operations:

Business for the third quarter 1998 was again down as was the second quarter 
1998 because of Opryland Theme Park being closed for remodeling.  Many new 
hotels have opened in the last few months in anticipation of 2000 opening of 
the remodeled Opryland Theme Park which include an extensive shopping center.  
This increased competition added to the decrease in business caused by 
Opryland's temporary  closure.

The NFL's Tennessee Oilers and the NHL Hockey Team seems to being having a 
positive effect on the Fall 1998 business.

Profits for the three months ended September 30, 1998 were $6,661. and $2,011. 
for the three months ended September 30, 1997.  The nine months ended 
September 30, 1998 showed a loss of $42,090. compared to the nine months ended 
September 30, 1997 which showed a profit of $4,843., a decrease of $46,933.

Seasonality:

The motel business is seasonal with the third quarter being the strongest due 
to the tourist business and the last half of the fourth quarter and the first 
half of the first quarter being the weakest.  


                                         Page 11










<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, thereunto duly authorized.

   (REGISTRANT)        NASHVILLE SUPER 8 LTD.,
                       A California Limited Partnership
                       By:    GHG Hospitality, Inc.
                       Corporate General Partner               


By:(SIGNATURE)         / s /   Stephen D. Burchett                   
   (NAME AND TITLE)    Stephen D. Burchett, Vice President
   (DATE)              November 10, 1998                        


By:(SIGNATURE)         / s /   Sylvia Mellor Clark                 
   (NAME AND TITLE)    Sylvia Mellor Clark, Controller 
   (DATE)              November 10, 1998












                                  Page 12