<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, 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 Identification Number 
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, 1997 and December 31, 1996.

Statement of Operations for the three months and nine months ended September 
30, 1997 and September 30, 1996.

Statement of Cash Flows for the three months and nine months ended September 
30, 1997 and September 30, 1996.

Notes to Financial Statements.


<PAGE>
                     NASHVILLE SUPER 8 LTD.     
                  A California Limited Partnership
                            Balance Sheet
              September 30, 1997 and December 31, 1996
                             (Unaudited)
                            (Part 1 of 2)
<TABLE>
<CAPTION>
                                      September 30,      December 31,
          ASSETS                             1997              1996    
<S>                                          <C>            <C>
Current Assets:                         
 Cash and cash equivalents              $  197,249       $   79,268
  Accounts receivable                       20,233            5,554
  Operating supplies                        15,455           15,455
  Prepaid expenses                           2,818            5,197
                                       -----------       ----------- 
       Total current assets                235,755          105,474

Investment property, at cost:
  Land                                     711,092          711,092
  Building and improvements              2,853,862        2,805,283
 Furniture, fixtures and equipment         629,523          624,444
                                       -----------       ----------
                                         4,194,477        4,140,819

 Less accumulated depreciation           1,208,456        1,078,638
                                      ------------      -----------   
Investment property, net of  
      accumulated depreciation           2,986,021        3,062,181
                                       -----------       ----------- 
Franchise fees, net (note 3)                11,867           12,417
                                       -----------      ------------
                                        $3,233,443       $3,180,072
                                       ===========      ===========
</TABLE>

           See accompanying notes to financial statements.


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

         LIABILITIES AND                   September 30,    December 31,
    PARTNER'S CAPITAL ACCOUNTS                     1997           1996    
<S>                                            <C>              <C>
Current liabilities:                              
 Notes Payable (note 5)                   $     8,324         $    8,163
 Accounts payable and accrued expenses        122,817             66,229
 Due to affiliates (note 4)                     1,805              3,931
                                          -----------          ----------   
   Total current liabilities                  132,946             78,323
                                          -----------          ----------
Long-term debt,less current portion(note 5)   158,013            164,108
                                          -----------          ----------   
   Total liabilities                         $290,959           $242,431
                                          -----------          ----------
Partners' capital accounts (deficit):
 General Partners:
  Cumulative net earnings                 $    14,712           $ 14,228
  Cumulative cash distributions               (65,450)           (65,450)
                                        --------------      -------------  
                                              (50,738)           (51,222)
 Limited partners:
  Capital contributions, 
     net of offering costs                  3,449,823          3,449,823
  Cumulative net earnings                     132,441            128,082
  Cumulative cash distributions              (589,042)          (589,042)
                                        --------------      -------------
                                            2,993,222          2,988,863
                                        --------------      -------------
   Total partners' capital accounts         2,942,484          2,937,641
                                          ------------       ------------ 
                                           $3,233,443         $3,180,072
                                          ===========        ============
</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, 1997 and September 30, 1996
                             (Unaudited)
<TABLE>
<CAPTION>
                         THREE MONTHS ENDED            NINE  MONTHS ENDED
                 September 30,   September 30,   September 30,  September 30,  
                     1997             1996           1997            1996  
<S>                   <C>           <C>             <C>              <C>
Revenues: 
  Room revenues      $ 368,035     $ 339,959        $ 932,695       $848,108
  Phone revenue          6,581         5,918           14,554         15,476 
  Interest income          336           184              477            454
  Other income             625           825            1,562          1,645
                   -------------  ------------    ------------   ------------
                       375,577       346,886          949,288        865,683
                    ------------  ------------    ------------   ------------

Expenses:
 Property operating    175,242       149,237          452,604        383,586
 Depreciation           43,086        42,131          129,818        125,737
 General/Administrative 82,096        37,191          166,037        113,951 
 Amortization              250           250              750            750
 Management fees        22,515        20,792           56,929         51,904
 Royalties/Avertising   18,911        20,397           48,876         50,865
 Real estate taxes      13,639         7,786           33,364         26,510
 Interest expense        4,586         4,504           13,502         13,933
 Marketing              13,241        16,572           42,565         49,918
                   ------------  --------------  -------------   ------------
                       373,566       298,860          944,445        817,154
                   ------------  --------------  -------------   ------------
   Net earnings     $    2,011   $    48,026      $     4,843    $    48,529
                      ========      =========        =========    ==========         
   Net earnings per limited 
   partnership interest  $ .46       $ 10.87           $ 1.10        $ 10.99
                       =======       =======           =======       =======

</TABLE>




           See accompanying notes to financial statements.

                              Page 3
<PAGE>
                       NASHVILLE SUPER 8 LTD.
                  A California Limited Partnership
                       Statement of Cash Flows
              For the Three months and Nine Months Ended
              September 30, 1997 and September 30, 1996
                             (Unaudited)
<TABLE>
<CAPTION>
                                 
                                   Three months ended       Nine  months ended
                                      September 30,            September 30,  
                                    1997        1996          1997       1996
<S>                                  <C>         <C>          <C>        <C>
Cash flows from operating activities:
 Net earnings (loss)             $    2,011  $  48,026   $   4,843   $ 48,529
 Adjustments to reconcile net income to cash:
  Depreciation and amortization      43,336     42,381     130,568    126,487
 (Increase)decrease in other assets: 27,909      7,672     (12,300)    (3,663)
  Increase (decrease) in:
   Accounts payable/accrued expenses 30,466      9,606      56,588     12,950
   Due to/from Affiliates            (8,413)   (21,133)     (2,126)    11,698
Net cash provided by (used in)    ---------- ---------- ----------- -----------
     operating activities            95,309     86,552     177,573    196,001 
                                  ---------- ---------- ----------- -----------
Cash flows from investing activities:
   Investment property expenditures ( 5,619)    (1,194)    (53,658)   (25,025)
                                   ---------- ---------- ----------- -----------
Net cash used in investing 
     activities                      (5,619)    (1,194)    (53,658)   (25,025)
                                   ---------- ---------- ----------- -----------
Cash flows from financing activities:

 Proceeds/(Paymts) of notes payable  (1,950)    (1,838)     (5,934)    (4,791)
 Cash distributions to partners           0   (125,003)          0   (125,003)  
     
Net cash provided by (used in)     ---------- ---------- ----------- --------- 
     financing activities            (1,950)  (126,841)     (5,934)  (129,794) 
                                   ---------- ---------- ----------- ---------
  Net increase (decrease) in cash    87,740    (41,484)    117,981     41,182
   
Cash and cash equivalents, 
    beginning of period             109,509    138,874      79,268     56,208
                                   ---------- ---------- ----------- ---------
Cash and cash equivalents, 
    end of period                   197,249     97,390     197,249     97,390 
                                   =========  ========    ========    ========
</TABLE>
                                  
           See accompanying notes to financial statements.
 

                                   Page 4

<PAGE>
                                  NASHVILLE SUPER 8 LTD.,
                           A California Limited Partnership
                             Notes to Financial Statements
                                      September 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.  
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 contribu-
tions 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 nine months ended September 30, 1997 and 
September 30, 1996 are as follows:
<TABLE>
<CAPTION>
                                 Three months Ended     Nine  Months Ended
                                  9/30/97  9/30/96       9/30/97   9/30/96
<S>                                <C>       <C>        <C>        <C>
Management Fees                    $ 22,515  $20,792    $56,929    $51,904    
Reimbursement for partnership
 administration expenses           $  5,598  $ 5,885    $15,794    $17,654
Salaries and other
  allocated expenses               $  5,107  $ 2,421    $21,716    $15,954
</TABLE>

In addition, all motel employees are paid by GMS.  For the three months ended 
September 30, 1997, the Partnership reimbursed GMS $102,995 for the wages of 
these employees including a one percent processing fee.  At September 30, 
1997, $1,805 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, 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 September 30, 1997 was $166,337.  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>
                Oct. 1997 - Dec 1997    $  2,229
                1998                       9,063 
                1999                      10,062 
                2000                      11,170 
                2001                      12,402 
                Thereafter               121,411 
                                      ----------
                                        $166,337                 
                                        ========
</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 three months and nine months 
ended September 30, 1997.

7.  SUBSEQUENT EVENT

In November 1997, the Partnership paid a distribution of $58,498.95 to the 
limited partners.



                                     Page 8













<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 September 30, 1997, a principal balance of $166,337 was out-
standing on this note.  The note is payable in monthly installments of approxi-
mately $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, 1997 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.

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 $2,986,021 as of 
September 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 September 30, 1997, the Partnership had cash and cash equivalents of 
$197,249.  Such funds will be utilized for working capital requirements and 
distributions to partners. 


                            Page 9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS, continued
Results of Operations:

For the three months ended September 30, 1997, room revenues were $368,035, the 
occupancy rate was 75.58% and the average daily rate was $49.93.  This compares
to the three months and nine  months ended September 30, 1996 when room revenues
were $339,959, the occupancy rate was 63.48% and the average daily rate was 
$54.91.

For the nine months ended September 30, 1997, room revenues were $939,695, the 
occupancy rate was 63.04% and the average daily rate was $51.13.  This compares
to the nine  months ended September 30, 1996 when room revenues were 
$848,108, the occupancy rate was 54.85% and the average daily rate was $53.23.

When compared to the third quarter 1996, average daily rate decreased by $4.98 
while occupancy increased by 12.1% resulting in increased room revenue revenue 
of $28,076.  A comparison of year to date statistics shows 1997 room revenue is 
$84,587 more than 1996, average daily rate decreased by $2.10 and occupancy
increased by 8.19%.

Profits for the three months ended September 30, 1997 were $2,011 and $48,026 
for the three months ended September 30, 1996.  The nine months ended September
30, 1996 showed profits of $48,529 compared to the  nine  months ended 
September 30, 1997 of $4,843, a decrease of $43,686 .

The General Partner is currently considering strategic opportunities which the 
Partnership could pursue in an effort to increase cash returns to the partners 
and preserve and enhance the value of the Limited Partners' investment in the
Partnership.  These opportunities include a sale of  the property, a reorgan-
ization into another entity, and maintaining the status quo.  In connection with
the evaluation of these opportunities the Partnership has incurred professional
fees in the amount of $61,137 which are included in general and administra-
tive expenses.  This has contributed to the decreased profit for the nine months
ended September 30, 1997.

Business continues to be good.  Our hotel is one of only a few in Nashville 
ahead in revenue from last year. Along with the business already booked for 
1998, the hotel booked another 90 rooms for three nights in April 1998 and 
90 rooms for 3 nights in April 1999. Total of room revenue for these two groups 
total $27,000. The fourth quarter 1997 is expected to out perform 1996's 
fourth quarter.
 
Superline reservations accounted for approximately 13% of our room nights in 
July 1997, 12.5 % in August 1997, and 10% in September 1997.  
 
Capital expenditures for 1997 included guest room carpet  replacement throughout
the entire property  which was completed at the end of the first quarter 1997 at
a cost of $44,226.  Again our most recent Quality Assurance inspection resulted 
in a "Good" rating.  Numerous TVs have been replaced and eight new air condi-
tioning/heating units were purchased.  1998 projects will most likely include 
replacing hallway carpet. Also the hotel needs new box spring/mattresses for at
least 50 rooms, extensive painting (inside and out), some  room furniture and 
some bedspreads and drapes.  Super 8 has announced electronic locks will be a
requirement for all franchisees by 1999.

                     Page 10
<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 $95,309 for the three months ending September 30, 1997 and 
$177,573  for the nine  months ended September 30, 1997.  This compares to 
net cash provided by operating activities of $86,552 for the three months ended
September 30, 1996 and $196,001 for the  nine  months ended September 30, 1997.
Investment property expenditures were $53,658, for the nine  months ended 
September 30, 1997 and $25,025 for the nine months ended September 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 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 /   J. Mark Grosvenor                   
     (NAME AND TITLE)            J. Mark Grosvenor, President and Director
     (DATE)                      November 13, 1997                        


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









                        Page 12