<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     June 30, 1997                   
          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 June 30, 1997 and December 31, 1996.

     Statement of Operations for the three and six month periods ended 
       June 30, 1997 and June 30, 1996.

     Statement of Cash Flows for the three and six month periods ended 
       June 30, 1997 and June 30, 1996.

     Notes to Financial Statements.




<PAGE>
                                NASHVILLE SUPER 8 LTD.     
                           A California Limited Partnership
                                   Balance Sheet
                        June 30, 1997 and December 31, 1996
                                    (Unaudited)
                                   (Part 1 of 2)

<TABLE>
<CAPTION>
                                          June 30,           December 31,
          ASSET                              1997                   1996    
<S>                                          <C>               <C>
Current Assets:      
  Cash and cash equivalents                   $  109,509       $   79,268
  Accounts receivable                             43,421            5,554
  Operating supplies                              15,455           15,455
  Prepaid expenses                                 7,539            5,197
                                              -----------      ----------- 
       Total current assets                      175,924          105,474

Investment property, at cost:
  Land                                           711,092          711,092
  Building and improvements                    2,851,493        2,805,283
 Furniture, fixtures and equipment               626,273          624,444
                                             ------------     -------------
                                               4,188,858        4,140,819

 Less accumulated depreciation                 1,165,370        1,078,638
                                            -------------    -------------
   Investment property, net of  
     accumulated depreciation                  3,023,488        3,062,181
                                            -------------    ------------- 
Franchise fees, net (note 3)                      11,917           12,417
                                            -------------    -------------
                                              $3,211,329       $3,180,072
                                            ============     =============     
</TABLE>
            See accompanying notes to financial statements.


<PAGE>
                                  NASHVILLE SUPER 8 LTD.
                           A California Limited Partnership
                                    Balance Sheet
                        June 30, 1997 and December 31, 1996
                                     (Unaudited)
                                    (Part 2 of 2)

<TABLE>
<CAPTION>
         LIABILITIES AND                          June 30,       December 31,
    PARTNER'S CAPITAL ACCOUNTS                     1997              1996    
<S>                                           <C>                <C>
Current liabilities:                              
 Notes Payable (note 5)                      $     8,124         $    8,163
 Accounts payable and accrued expenses            92,351             66,229
 Due to affiliates (note 4)                       10,218              3,931
                                               ----------         ----------   
   Total current liabilities                     110,693             78,323
                                               ----------         ----------
Long-term debt, less current portion (note 5)    160,163            164,108
                                               ----------         ----------   
   Total liabilities                            $270,856           $242,431
                                               ----------         ----------
Partners' capital accounts (deficit):
 General Partners:
  Cumulative net earnings                 $       14,511           $ 14,228
  Cumulative cash distributions                  (65,450)           (65,450)
                                               -----------        -----------
                                                 (50,939)           (51,222)
 Limited partners:
  Capital contributions, net of offering costs 3,449,823          3,449,823
  Cumulative net earnings                        130,631            128,082
  Cumulative cash distributions                 (589,042)          (589,042)
                                               -----------       -----------
                                               2,991,412          2,988,863
                                               -----------       -----------
   Total partners' capital accounts            2,940,473          2,937,641
                                               -----------       ----------- 
                                              $3,211,329         $3,180,072
                                               ===========       ===========  

</TABLE>
           See accompanying notes to financial statements.






<PAGE>
                        NASHVILLE SUPER 8 LTD.
                  A California Limited Partnership
                       Statement of Operations
                  Three Months and Six Months Ended
                   June 30, 1997 and June 30, 1996
                             (Unaudited)
<TABLE>
<CAPTION>
                         THREE MONTHS ENDED        SIX MONTHS ENDED
                     June 30,      June 30,      June 30,      June 30, 
                      1997          1996          1997           1996         
<S>                   <C>           <C>          <C>             <C>
Revenues: 
  Room revenues    $ 376,871     $ 331,712      $ 564,660       $508,149
  Phone revenue        4,697         5,701          7,973          9,558 
  Interest income         82           146            141            270
  Other income           795           432            937            820
                 -------------  ------------   ------------   ------------
                     382,445       337,991        573,711        518,797
                 ------------   ------------   ------------   ------------

Expenses:
  Property oper-
    ating expenses   165,101       126,431        277,362        234,349
  Depreciation        44,575        42,046         86,732         83,606
  General and 
    administrative    44,930        34,409         83,941         76,760 
  Amortization           250           250            500            500
  Management fees     22,942        20,271         34,414         31,112
  Royalties and 
    advertising       18,843        19,902         29,965         30,468
  Real estate taxes   10,388         9,637         19,725         18,724
  Interest expense     4,516         4,516          8,916          9,429
  Marketing           16,904        15,717         29,324         33,346
                 ------------     ------------  -----------   ------------
                     328,449       273,179        570,879        518,294
                 ------------     ------------  -----------   ------------
Net earnings        $ 53,996     $  64,812     $    2,832      $     503
                  ===========     ============ ============   ============ 
Net earnings per 
  limited partnership 
  interest          $12.23         $ 14.67        $  .64         $  .11
                   =======         =======        =======        =======

</TABLE>
           See accompanying notes to financial statements.
                                    
                                    
                                    
                                    
                                    
                                    
                                    
<PAGE>
                         NASHVILLE SUPER 8 LTD.
                    A California Limited Partnership
                         Statement of Cash Flows
                    Three Months and Six Months Ended
                     June 30, 1997 and June 30, 1996
                               (Unaudited)
<TABLE>
<CAPTION>
                                    
                            THREE MONTHS ENDED         SIX MONTHS ENDED
                                June 30,                    June 30,     
                               1997          1996         1997        1996
<S>                            <C>           <C>          <C>          <C>
Cash flows from operating activities:
 Net earnings (loss)        $  53,996     $  64,812      $   2,832   $   503
 Adjustments to reconcile net income to cash:
  Depreciation/amortization    44,825        42,296         87,232    84,106
 (Increase) decrease in: 
     Other assets             (45,404)       13,959        (40,209)  (11,335) 
  Increase (decrease) in:
     Accounts payable 
       and accrued expenses    45,576       (12,253)        26,122     3,344
     Due to/from Affiliates   (25,295)        5,664          6,287    32,831
                            -----------    -----------   ----------- --------- 
     Net cash provided by (used in)
     operating activities      73,698       114,478         82,264   109,449  

Cash flows from investing activities:
   Investment property 
      expenditures            ( 1,984)      (10,803)       (48,039)  (23,831)
                           ------------    -----------  ------------ -----------
       Net cash used in 
       investing activities    (1,984)      (10,803)       (48,039)  (23,831)
                           ------------   ------------  ----------  -----------
Cash flows from 
financing activities:
 Proceeds/(Payts)-notes payable(1,935)       (1,226)        (3,984)   (2,953)
 Cash distributions to partners     0             0              0         0
     Net cash provided by  -------------  -----------   -----------  ---------- 
     (used in) financing 
     activities                (1,935)       (1,226)        (3,984)   (2,953) 
                           -------------  -----------   -----------  -----------
     Net increase (decrease) 
     in cash                   69,779       102,449         30,241    82,666
   
Cash and cash equivalents, 
beginning of period            39,730        36,425         79,268    56,208
                           ------------   -----------   -----------  -----------
Cash and cash equivalents, 
end of period                 109,509       138,874        109,509   138,874    
                           ============   ===========   ===========  =========


</TABLE>
              See accompanying notes to financial statements.





<PAGE>
                                 NASHVILLE SUPER 8 LTD.,
                          A California Limited Partnership
                             Notes to Financial Statements
                                        June 30, 1997
                                          (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, 1996, 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.  Main-
tenance and repair costs are expensed as incurred, while significant improve-
ments, 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>
                                  
                                 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.  





<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 and six months ended June 30, 1997 and June 30, 1996 are 
as follows:
<TABLE>
<CAPTION>

                             Three Months Ended   Six Months Ended
                             6/30/97  6/30/96     6/30/97   6/30/97
<S>                          <C>      <C>         <C>        <C>  
Management Fees             $ 22,942  $20,271     $ 34,414    $31,112    
Reimbursement for partnership
 administration expenses   $   4,419 $  6,032     $ 11,196    $11,769
Salaries and other
  allocated expenses       $   7,079 $  5,999     $ 17,273    $12,533

</TABLE>

In addition, all motel employees are paid by GMS.  For the three months ended 
June 30, 1997, the Partnership reimbursed GMS $88,342 for the wages of these 
employees including a one percent processing fee.  At June 30, 1997, $10,218 
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 June 30, 1997) through August 2009.  The note is secured by a
first priority deed of trust on the Partnership's motel and the unpaid 
balance at June 30, 1997 was $168,287.  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>

                                 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>
                July 1997 - Dec 1997    $   4,179
                1998                        9,063 
                1999                       10,062 
                2000                       11,170 
                2001                       12,402 
                Thereafter                121,411 
                                       ----------
                                         $168,287                
                                        ========
</TABLE>

6.  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 six months ended June 30,
1997.



<PAGE>
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 June 30, 1997, a principal balance of $168,287 was out-
standing 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 June 30, 1997 was 10.5%.  The final balance is due August 
2009.  The note is secured by a first priority deed of trust on the Partner-
ship's motel.

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 $3,023,488 as of June 
30, 1997.  
 
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.

At June 30, 1997, the Partnership had cash and cash equivalents of $109,509.  
Such funds will be utilized for working capital requirements.  No distri-
bution to the partners will be paid for the three months ended June 30, 1997. 


<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
Results of Operations:

For the three months ended June 30, 1997, room revenues were $376,871, the 
occupancy rate was 72.62% and the average daily rate was $53.80.  This 
compares to the three months ended June 30, 1996 when room revenues were
$331,712, the occupancy rate was 62.9% and the average daily rate was $54.67.

For the six months ended June 30, 1997, room revenues were $564,660, the 
occupancy rate was 56.67% and the average daily rate was $51.94.  This 
compares to the six months ended June 30, 1996 when room revenues were
$508,149, the occupancy rate was 50.49% and the average daily rate was 
$52.17.

When compared to the second quarter 1996, average daily rate decreased by $.87 
while occupancy increased by 9.72% resulting in increased room revenue revenue 
of $45,519.  A comparsion of year to date statistics shows 1997 room revenue 
is $56,511 more than 1996, average daily rate decreased by $.23 and occupancy 
increased by 6.18%.

Profits for the six months ended June 30, 1997 were $2,832, and $ 503 for the 
six months ended June 30, 1996.  The three months ended June 30, 1997 showed 
profits of $53,996 compared to the three months ended June 30, 1997 of
$64,812, a decrease of $10,816.

The General Partner is currently considering strategic opportunities which the 
Partnership could pursue in an effort to maximize the value of the Limited 
Partners' investment in the Partnereship.  Because the General Partner wishes to
maintain as much flexibility to enter into any such strategic transaction which 
may be identified, the General Partner has determined to retain the amounts 
which it would normally distribute for the second quarter.  General and
administrative expenses relating to this matter in the amount of $9,092 
attributed to the decreased profit.

The motel has booked $42,273 in individual sales and tour groups for the period 
July through December 1997.  New corporate accounts should bring in $60,000 
in increased revenue through the end of the year.  Nashville has two new 
professional sports teams, the NHL and NFL, which should result in extra 
bookings  and increase business for 1998 and 1999.  Customers can now make 
inquiries and reservations through the Internet at our E-Mail address at
super8parkway@travelbase.com.

Superline reservations accounted for approximately 9.6% of our room nights in 
April 1997, 10.6% in May 1997, and 10.8% in June 1997.  This compares to the 
1996 Superline reservations provided as follows: April 1996 was 11%, May 1996 
was 19%, and June 1996 was 13%.
 
Capital expenditures for 1997 include guest room carpet replacement through-
out the entire property  which was completed at the end of the first quarter
1997 at an approximate cost of $44,000.  Guest room carpet was responsible
for over 4,500 deficiency points on February's Quality Assurance Inspection.
Our most recent Quality Assurance inspection resulted in a "Good" rating.  
Numerous TVs were replaced and six new air conditioning/heating units were
purchased.  Future 1997 or 1998 projects will most likely include replacing 
hallway carpet.  Super 8 has announced electronic locks will be a requirement
for all franchisees by 1999.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued

The effect of current operations on liquidity was net cash provided by operating
activities of $73,698 for the three months ending June 30, 1997 and $82,264 
for the six months ended June 30, 1997.  This compares to net cash provided
by operating activities of $114,478 for the three months ended June 30, 1996 
and $109,449 for the six months ended June 30, 1997.  Investment property 
expenditures were $48,039. for the six months ended June 30, 1997 and $23,831
for the six months ended June 30, 1996.

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>

                              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 /   J. Mark Grosvenor                   
     (NAME AND TITLE)             J. Mark Grosvenor, President and Director
     (DATE)                       August 13, 1997                         


By   (SIGNATURE)                  / s /   Sylvia Mellor Clark                 
     (NAME AND TITLE)             Sylvia Mellor Clark, Controller 
     (DATE)                       August 13, 1997