<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, 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 June 30, 1998 and December 31, 1997..

Statement of Operations for the three and six month periods ended June 30, 
1998 and June 30, 1997.

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

Notes to Financial Statements.






























<PAGE>
                                NASHVILLE SUPER 8 LTD.     
                           A California Limited Partnership
                                     Balance Sheet
                         June 30, 1998 and December 31, 1997
                                     (Unaudited)
                                    (Part 1 of 2)
<TABLE>
<CAPTION>
                                            June 30,         December 31,
          ASSETS                               1998                 1997    
          -----------                        ------             --------
<S>                                          <C>                     <C>
Current Assets:                                                               
Cash and cash equivalents                     $ 95,269          $   159,319  
 Accounts receivable                            28,285               17,447   
  Operating supplies                            15,455               15,455   
  Prepaid expenses                               4,270                4,947 
                                            -----------           ----------  
Total current assets                           143,279              197,168   
Investment property, at cost:                                                  
  Land                                         711,092              711,092  
  Building and improvements                  2,888,459            2,854,422  
  Furniture, fixtures and equipment            634,574              634,303   
                                            ------------         ------------
                                             4,234,125            4,199,817  
Less accumulated depreciation                1,307,428            1,252,452  
                                            -------------        ------------ 
   Investment property,                                                   
   net of  accumulated depreciation          2,926,697            2,947,365   
                                            -------------        ------------- 
Franchise fees, net (note 3)                    10,917               11,417   
                                            -------------        -------------
                                            $3,080,893           $3,155,950   
                                            =============        ============= 
</TABLE>

           See accompanying notes to financial statements.



                                   Page 1


<PAGE>
                                   NASHVILLE SUPER 8 LTD.
                              A California Limited Partnership
                                       Balance Sheet
                            June 30, 1998 and December 31, 1997
                                        (Unaudited)
                                       (Part 2 of 2)
<TABLE>
<CAPTION>
         LIABILITIES AND                    March 31,           December 31,
    PARTNER'S CAPITAL ACCOUNTS                  1998                   1997    
    --------------------------------      ------------       -----------------
<S>                                         <C>                      <C>
Current liabilities:                                                          
Notes Payable (note 5)                   $      9,023            $    8,163   
 Accounts payable and accrued expenses         60,921                82,430  
 Due to affiliates (note 4)                    11,027                11,553   
                                          -----------            -----------   
   Total current liabilities                   80,971               102,146   
                                          -----------            -----------   
Long-term debt, less 
      current portion (note 5)                150,990               156,121  
                                          -----------            -----------  
   Total liabilities                       $  231,961              $258,267   
                                          -----------            -----------  
Partners' capital accounts (deficit):                                      
 General Partners:                                       
  Cumulative net earnings                 $    11,857              $ 16,732  
  Cumulative cash distributions               (71,950)              (71,950)  
                                          -------------          ------------- 
                                              (60,093)              (55,218)  
 Limited partners:                                                            
  Capital contributions, 
     net of offering costs                  3,449,823             3,449,823  
  Cumulative net earnings                     106,744               150,620   
  Cumulative cash distributions              (647,542)             (647,542)  
                                          --------------        ------------- 
                                            2,909,025             2,952,901   
                                          --------------        ------------- 
   Total partners' capital accounts         2,848,932             2,897,683   
                                          --------------        ------------  
                                           $3,080,893            $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 Six Months Ended
                June 30, 1998 and June 30, 1997
                          (Unaudited)
<TABLE>
<CAPTION>
                               THREE MONTHS ENDED        SIX MONTHS ENDED
                             June 30,      June 30,      June 30,   June 30, 
                               1998          1997          1998       1997 
                            ---------     ----------   ---------  -----------
<S>                             <C>           <C>          <C>         <C>    
       
Revenues: 
  Room revenues              $ 293,843     $ 376,871   $ 511,690    $564,660
  Phone revenue                  7,257         4,697      14,431       7,973 
  Interest income                  410            82       1,188         141
  Other income                     836           795       1,061         937
                            -----------   -----------  ----------  ----------
                               302,346       382,445     528,370     573,711
                            -----------   -----------  ----------  ----------

Expenses:
 Property operating expenses   181,495       165,101     332,309     277,362
 Depreciation                   27,686        44,575      54,976      86,732
 General and administrative     36,064        44,930      72,982      83,941 
 Amortization                      250           250         500         500
 Management fees                18,116        22,942      31,631      34,414  
 Royalties and advertising      14,693        18,843      25,585      29,965
 Real estate taxes               7,991        10,388      19,013      19,725
 Interest expense                4,333         4,516       8,629       8,916
 Marketing                      15,112        16,904      31,496      29,324
                            ------------  ------------  ----------  -----------
                               305,740       328,449     577,121     570,879
                            ------------  ------------  ----------  -----------
            Net earnings     $  (3,394)   $   53,996   $ (48,751)   $  2,832
                            ============  ============  ==========  ========= 
  
 Net earnings per limited 
      partnership interest      $(0.77)     $ 12.23     $(11.04)       $0.64
                              =========    ==========   =========    ========

</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 Six Months Ended
                   June 30, 1998 and June 30, 1997
                             (Unaudited)
<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED      SIX MONTHS ENDED
                                           June 30,                June 30,    
                                       1998         1997       1998       1997
                                     ---------  ---------    --------  ---------
<S>                                    <C>         <C>         <C>         <C>
Cash flows from operating activities:
  Net earnings (loss)               $   (3,394) $  53,996  $  (48,751) $ 2,832
  Adjustments to reconcile net income to cash:
    Depreciation and amortization       27,936     44,825      55,476   87,232
   (Increase) decrease in other assets:(14,846)   (45,404)    (10,161) (40,209)
    Increase (decrease) in:
      Accounts payable and 
            accrued expenses            11,802     45,576     (21,509)  26,122
      Due to/from Affiliates             2,375    (25,295)       (526)   6,287
     Net cash provided by (used in) -----------  ----------  --------- ---------
     operating activities               23,873     73,698     (25,471)  82,264 
                                    -----------  ----------  --------- ---------
Cash flows from investing activities:
   Investment property expenditures    (31,108)    (1,984)    (34,308) (48,039)
                                    -----------  ----------  --------- ---------
Net cash used in investing activities  (31,108)    (1,984)    (34,308) (48,039)
                                    -----------  ----------  --------- ---------
Cash flows from financing activities:

 Proceeds/(Payments) of notes payable   (2,177)    (1,935)     (4,271)  (3,984)
 Cash distributions to partners              0          0           0        0
     Net cash provided by (used in) -----------  ----------  --------- ---------
             financing activities       (2,177)    (1,935)     (4,271)  (3,984)
                                    -----------  ----------  --------- ---------
     Net increase (decrease) in cash    (9,352)    69,779     (64,050)  30,241
   
Cash and cash equivalents, 
        beginning of period            104,621     30,730     159,319   79,268 
                                   ------------  ----------  --------- ---------
Cash and cash equivalents, 
        end of period                   95,269    109,509      95,269  109,509
                                    ===========  ==========  ========= =========

</TABLE>                    
           See accompanying notes to financial statements.
 
                                  Page 4
<PAGE>
                                      NASHVILLE SUPER 8 LTD.,
                                  A California Limited Partnership
                                     Notes to Financial Statements
                                             June 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.
                            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 six months ended June 30, 1998 and June 30, 1997 
are as follows:
<TABLE>
<CAPTION>

                             Three months Ended             Six Months Ended
                           6/30/98       6/30/97          6/30/98      6/30/97
                          ---------     ---------        ---------    ---------
<S>                         <C>            <C>              <C>         <C>
Management Fees           $ 18,116       $22,942          $31,631     $34,414  
Reimbursement for partnership
 administration expenses    5,850          4,419           11,699      11,196
Salaries and other
  allocated expenses        6,367          7,079           11,464      17,273

</TABLE>

In addition, all motel employees are paid by GMS.  For the six months ended 
June 30, 1998, the Partnership reimbursed GMS $177,320.for the wages of these 
employees including a one percent processing fee.  At June 30, 1998, $11,027. 
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, 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 
June 30, 1998 was $160,013.  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>
                July 1998 - Dec 1998                      $    4,397.
                1999                                           9,532.
                2000                                          10,609.
                2001                                          11,807. 
                2002                                          13,140.
                Thereafter                                   110,528.
                                                           ------------
                                                            $ 160,013.        
                                                           ============
</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, 1998.

7.  SUBSEQUENT EVENT

In August 1998 the Partnership paid a distribution of $45,000.24 to the limited
partners.

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, 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 June 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.
                                  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 (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 
June 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.

At June 30, 1998, the Partnership had cash and cash equivalents of $95,269.  
Such funds will be utilized for working capital requirements and distributions 
to partners. 

For the three months ended June 30, 1998, room revenues were $293,843., the 
occupancy rate was 65.5% and the average daily rate was $46.51.  This compares 
to the three months ended June 30, 1997 when room revenues were $376,871., 
the occupancy rate was 72.62% and the average daily rate was $53.80.  And for
the six months ended June 30, 1998, room revenues were $511,690., the 
occupancy rate was  59.4% and the average daily rate was $44.92 .  This 
compares to the six months ended June 30, 1997 when room revenues were 
$564,660., the occupancy rate was 56.67% and the average daily rate was 
$51.94.

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 Inter-
national has been engaged by the partnership to market the hotel for sale to 
qualified buyers at the highest and best selling price.  The initial listing 
price is $3,7000,000.  Marketing packages have been sent out to hundreds of 
potential buyers and the level of interest is high.  The general partner will 
review all offers and select one or more offers to submit to the limited 
partners for approval. 
                                   Page 9

<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 (Continued)

An June 1998 Nashville newspaper article predicted that because of the temporary
closing of the Opryland Theme Park summer business could be down as much as 40%.
The Opryland Theme Park is being remodeled to include an shopping area and will
re-open in 2000.  Other reasons stated in this article for the drop in tourist 
dollars are: 1) national and regional media accounts of the April's tornadoes 
have damaged Nashville's reputation  2) the weather has been horrendous with 
heavy, unpredictable thunderstorms dampening outdoor activities.   The 
partnership's revenues are down 21% when compared to 1997.

Fall 1998 business may improve.  Two of the factors that may contribute to 
increase business are: 1) Nashville's new NHL Hockey Team, the Predators, will 
begin the season in October 1998 with 41 home games  and 2) NFL's Tennessee 
Oilers will be playing all of their 1998 home games in Nashville instead of
playing their games in Memphis as they did in the 1997 season.

Management has recently replaced the property's general manager.  In July 1998,
Lola Martin was re-hired as general manager.  Ms. Martin was the property's 
general manager during the successful 1991-1995 years.

The effect of current operations on liquidity was net cash provided by operating
activities of $23,873. for the three months ending June 30, 1998 and $25,471. oF
net cash used in operating activities for the six months ended June 30, 1998.
This compares to net cash provided by operating activities of $73,698. for the
three months ended June 30, 1997 and $82,264.of  net cash provided by operating
activities for the six months ended June 30, 1997.  Investment property 
expenditures were $34,308., for the six  months ended June 30, 1998.

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 10

<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)                  August 12, 1998                        


By:(SIGNATURE)       / s /   Sylvia Mellor Clark                 
   (NAME AND TITLE)   Sylvia Mellor Clark, Controller 
   (DATE)                  August 12, 1998




                                    Page 11