UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-K


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                For the fiscal year ended December 31, 1997
OR

[  ] TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                     Commission file number:  0-16991


                           HOTEL PROPERTIES L.P.
           Exact name of registrant as specified in its charter


        Delaware
State or other jurisdiction of                          13-3430078
incorporation or organization               I.R.S. Employer Identification No.

ATTN:  Andre Anderson
3 World Financial Center, 29th Floor,
New York, New York                                         10285
Address of principal executive offices                    zip code

Registrant's telephone number, including area code: (212) 526-3237

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:


             DEPOSITARY UNITS OF LIMITED PARTNERSHIP INTEREST
                              Title of Class

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                              Yes  X      No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.   (x)

Documents Incorporated by Reference:

Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31,
1997, filed as an exhibit under Item 14.

                                PART I


Item 1.  Business

(a) General Development of Business.

Hotel Properties L.P. (the "Partnership" or the "Registrant"), formerly
EQ/Shearson Hotel Properties L.P. (see Item 10.  "Certain Matters Involving
Affiliates of EHP/GP Inc."), is a Delaware limited partnership formed on
September 24, 1987 for the purpose of acquiring four hotel properties:  the
Los Angeles Airport Marriott Hotel, the St. Louis Airport Marriott Hotel,
the Nashville Airport Marriott Hotel and Marriott's Tan-Tar-A Resort Hotel
(collectively, the "Properties" or "Hotels").  The Partnership purchased
the Properties on June 3, 1988 from The Equitable Life Assurance Society of
the United States ("Equitable") for a total cost of $104,238,200.  Each
Property is subject to a separate operating lease with Marriott Hotel
Services, Inc. (the "Hotel Manager"), a wholly-owned subsidiary of Marriott
International Inc.  EHP/GP Inc., formerly Shearson EHP/GP Inc. (See Item
10.  "Certain Matters Involving Affiliates of EHP/GP Inc."), a Delaware
corporation, is the general partner of the Partnership (the "General
Partner") and is an affiliate of Lehman Brothers Inc. ("Lehman"), formerly
Shearson Lehman Brothers Inc. (See Item 10.  "Certain Matters Involving
Affiliates of EHP/GP Inc.").  E.H.P. Depositary Corp. (the "Depositary") is
the sole limited partner of the Partnership.

Additional information relating to the Partnership's general development of
business is incorporated by reference to Note 1 "Organization" of the Notes
to the Financial Statements contained in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1997, filed as an exhibit under
Item 14.  Additional information relating to the current status of the
Partnership is incorporated by reference to Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
incorporated herein.

(b) Financial Information about Industry Segments -   The Partnership's
  sole business is the ownership of the Properties.  All of the
  Partnership's revenues relate solely to one industry segment.

(c) Narrative Description of Business. - Incorporated by reference to Note
  1 "Organization," Note 2 "Significant Accounting Policies" and Note 3
  "Real Estate" of the Notes to the Financial Statements contained in the
  Partnership's Annual Report to Unitholders for the year ended
  December 31, 1997, filed as an exhibit under Item 14.

  Employees - The Partnership has no employees.  The affairs of the
  Partnership are conducted by the General Partner.

  Competition - Incorporated by reference to the section entitled Property
  Update in the Partnership's Annual Report to Unitholders for the year
  ended December 31, 1997, filed as an exhibit under Item 14.

Item 2.  Properties

A description of the Properties is incorporated by reference to the
Property Update section and Note 3 "Real Estate" of the Notes to the
Financial Statements contained in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1997, filed as an exhibit under
Item 14, and in Schedule III contained herein.

The Properties are subject to mortgage financing in the original principal
amount of $80,438,000.  On June 28, 1995, the Partnership refinanced and
amended the $80,438,000 in mortgage loans and $2,531,417 revolving credit
loans payable.  Details of the refinancing are incorporated by reference to
Note 4 "Mortgage Loans Payable" of the Notes to the Financial Statements
contained in the Partnership's Annual Report to Unitholders for the year
ended December 31, 1997, filed as an exhibit under Item 14.

On June 28, 1995, the Partnership terminated its June 3, 1988 Asset
Management Agreement with Equitable Real Estate Investment Management, Inc.
("EREIM").  Details of the termination are incorporated by reference to
Note 8 "Asset Management Agreement" of the Notes to the Financial
Statements contained in the Partnership's Annual Report to Unitholders for
the year ended December 31, 1997, filed as a exhibit under Item 14.


Item 3.  Legal Proceedings

There are no pending material legal proceedings to which the Partnership is
a party or to which any of its assets are subject.


Item 4.  Submission of Matters to a Vote of Security Holders

There were no matters submitted to the holders of Units (the "Unitholders")
for a vote during the fourth quarter of the Partnership's past fiscal year.


                               PART II


Item 5.  Market for the Partnership's Limited Partnership Interests and
         Related Stockholder Matters

(a) Market Information - There is no established trading market for the Units.

(b) Number of Unitholders - The number of Unitholders as of December 31, 1997
    was 2,276.

(c) Dividends -  No distributions of Net Cash Flow (as defined in the
    Partnership Agreement) to Unitholders were paid by the Partnership during
    the year ended December 31, 1996.  A cash distribution in the amount of
    $0.40 per Unit was paid on February 14, 1997 from the Partnership's
    operations during the prior year.  The distribution was paid to Unitholders
    of record as of each month-end in 1996.  It represented a one-time
    distribution of 1996 annual cash flow and did not indicate the
    reinstatement of regular cash distributions.  Given the anticipated sale of
    the Hotels (as discussed in detail in Item 7. "Management's Discussion and
    Analysis of Financial Condition and Results of Operations" contained
    herein), any future payments to limited partners will be in the form of one
    or more distributions following the sale of the Hotels.


Item 6.  Selected Financial Data

Incorporated by reference to the section entitled "Financial Highlights" in
the Partnership's Annual Report to Unitholders for the year ended
December 31, 1997, filed as an exhibit under Item 14.


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Liquidity and Capital Resources

On June 28, 1995, the Partnership refinanced and amended its $80,438,000
mortgage loans payable and the $2,531,417 revolving credit loans payable
(collectively, the "Loan") with The Equitable Life Assurance Society of the
United States ("Equitable"), and terminated its Asset Management Agreement
with Equitable Real Estate Investment Management, Inc. ("EREIM").  The Loan
was consolidated into a new mortgage loan with Equitable totaling
$82,469,417 (the "New Mortgage").  The New Mortgage is collateralized by
four separate deeds of trust with respect to the Hotels and has a term of
five years.

As a condition of the New Mortgage, the Partnership entered into an escrow
agreement with Equitable requiring the Partnership to provide additional
collateral for the New Mortgage (the "Loan Reserve").  As of
December 31, 1997, the Loan Reserve balance was maintained at $2.5 million,
and there were no defaults on the New Mortgage.  The Loan Reserve may be
used by the Partnership to meet Marriott Hotel Services, Inc.'s ("Marriott"
or the "Hotel Manager") request for additional funds for furniture,
fixtures and equipment ("FF&E") or building additions or expansions in
excess of those available in the Hotels' reserve accounts.  In each case,
Marriott is obligated to contribute a portion of such funds.

After considering a number of factors, including the recently improved
operating performance of the Hotels, the improving hospitality industry
nationwide and the significantly strengthened market for the acquisition of
full-service hotel properties, the General Partner decided during the
second quarter of 1997 to begin marketing the Hotels for sale.  In
July 1997, the Partnership retained Eastdil Realty Company ("Eastdil"), a
nationally-recognized real estate firm, to assist with the marketing
efforts.  Eastdil completed the preparation of marketing brochures during
the third quarter of 1997, and commenced the active marketing of the Hotels
in the fourth quarter.  The Hotel operating leases give Marriott the right
of first refusal in the event the Partnership receives an offer to purchase
the Hotels and desires to accept such offer.  Pursuant to the terms of the
Hotel operating leases, the Partnership must give notice of such offer to
Marriott, and Marriott may elect to purchase the Hotels at the same price
and under the same conditions.  The goal is to maximize the selling price
of the Hotels and distribute the net sales proceeds to partners in
accordance with the terms of the Partnership Agreement.

On January 9, 1998, the Partnership entered into a non-binding letter of
intent with a major independent hotel buyer, pursuant to which the parties
agreed to negotiate in good faith an agreement to purchase the Hotels for a
cash purchase price of approximately $114 million (the "Offer"), subject to
Marriott's right of first refusal.  On that same day, the General Partner
notified Marriott of the Offer, and by letter dated February 5, 1998,
Marriott notified the General Partner that it would exercise its right of
first refusal to purchase the Hotels at the same price and under the same
terms and conditions as those set forth in the Offer (the "Proposed Sale").
The Partnership and Marriott are negotiating a formal Purchase and Sale
Contract (the "Contract") which is expected to be executed in March 1998.

The Proposed Sale is subject to the satisfaction of certain conditions,
including the Partnership obtaining the approval of a majority in interest
of the outstanding Unitholders.  Should the Proposed Sale be approved, it
is currently anticipated that the closing will occur during the second or
third quarter of 1998.  If the closing occurs after June 2, 1998, the
Partnership will incur a prepayment penalty on its Loan with Equitable,
currently estimated at $700,000.  Upon completion of the Proposed Sale,
distributions will be made to Limited Partners in accordance with the
Partnership Agreement.  If the Proposed Sale occurs, the General Partner
currently estimates that proceeds available for distribution may exceed
$10.00 per Unit.  The amount will be dependent on operations of the Hotels
and the Partnership until closing, the timing of the closing and other
factors, all of which are uncertain at this time.  While it is expected
that the Hotels will be sold during 1998, there can be no assurance that
the Proposed Sale will be consummated, or that the Proposed Sale will
result in any particular level of distributable cash.

In view of the anticipated sale of the Hotels, the Partnership's real
estate has been recorded at cost, less accumulated depreciation and
amortization at December 31, 1997 on the Partnership's Balance Sheet as
"Real estate held for disposition."  Real estate held for disposition at
December 31, 1997 was $101,883,177.  Upon reclassification, depreciation
expense is no longer recorded.

The Partnership's cash balance is invested in an interest-bearing account
and is used as a working capital reserve for operating expenses, debt
service and Partnership liabilities.  At December 31, 1997, the Partnership
had cash and cash equivalents of $3,334,906, compared to $3,590,188 at
December 31, 1996.  The decrease is due to cash used for investing and
financing activities, primarily due to the distribution paid to limited
partners on February 14, 1997, the timing of debt service payments and
additions and replacements made at each of the Hotels.

A reserve account for each of the Hotels has been established to cover
certain costs of improvements, replacements, refurbishments and renewals,
as well as FF&E upgrades.  For the Los Angeles, St. Louis and Tan-Tar-A
Hotels, the reserve is maintained on behalf of the Partnership at each
Hotel and is classified as "Replacement reserve receivable" on the
Partnership's balance sheet.  Replacement reserve receivable decreased from
$3,426,722 at December 31, 1996 to $1,783,963 at December 31, 1997 due to
expenditures exceeding contributions to the reserve.  For the Nashville
Hotel, the reserve is held by the Partnership and is classified as
"Restricted cash" on the Partnership's balance sheet.  Restricted cash
decreased to $938,376 at December 31, 1997, compared to $1,297,810 at
December 31, 1996 as a result of expenditures exceeding contributions to
the reserve.  Rent receivable decreased to $454,951 at December 31, 1997,
compared to $488,415 at December 31, 1996 due to the timing of receipt of
payments.  Deferred charges - refinancing costs decreased to $813,626 at
December 31, 1997, compared to $1,139,076 at December 31, 1996, due to the
scheduled amortization of the New Mortgage.  Accounts payable and accrued
expenses decreased to $72,916 at December 31, 1997, compared to $85,067 at
December 31, 1996 due to the timing of payments for legal and
administrative expenses.  Due to affiliates increased to $40,000 at
December 31, 1997, compared to $1,000 at December 31, 1996, primarily due
to administrative reimbursement accruals due through December 31, 1997.
Such expenses were not reimbursable in prior periods.

On October 18, 1996, the Partnership entered into a loan agreement and
executed a promissory note in an amount up to $1,100,000 (the "Line of
Credit") with Marriott International Capital Corporation (the "Lender").
The purpose of such financing was to provide the Partnership with the
required capital to implement certain upgrades to furniture, fixtures and
equipment and to make certain non-structural repairs and renovations
(collectively, the "Renovations") at the St. Louis Hotel.  The Lender will
fund to the Partnership from time-to-time amounts necessary (up to the
maximum amount of the Line of Credit) to complete the Renovations at the
St. Louis Hotel.  The Line of Credit is unsecured and non-recourse to the
Partnership.  During 1997, the Partnership borrowed $1,100,000 under the
Line of Credit and funded the replacement reserve to make the Renovations.

The Partnership has directed the Hotel Manager, the St. Louis Hotel's
tenant, to make payments on behalf of the Partnership solely from the St.
Louis Hotel's FF&E Replacement Reserve account in an amount equal to
$61,986 per period commencing with the second accounting period in fiscal
1997 until the maturity of the Line of Credit.  The Line of Credit bears
interest at a rate of 9% per annum on all outstanding amounts and can be
prepaid by the Partnership without premium or penalty.  The Hotel Manager
will fund all interest payments into the FF&E Replacement Reserve account
from the Hotel Manager's own funds prior to making any interest payments to
the Lender.  Consequently, the payment from the tenant will offset the
interest as if this were an interest-free loan to the Partnership.  The
Partnership made principal payments on the Line of Credit from the
replacement reserve totaling $679,727 during 1997, leaving a balance due of
$420,273 as of December 31, 1997.

At December 31, 1997, mortgage loans interest payable was $0, compared to
$601,796 at December 31, 1996.  The decrease is due to a difference in the
timing of interest payments.

Prior to 1994, cash distributions were paid on a quarterly basis from net
cash flow provided by operating activities to Unitholders based on the
seasonal performance of the Hotels.  The General Partner suspended the
payment of cash distributions in the fourth quarter of 1994.  This action
was taken in order to increase Partnership cash reserves to provide for the
various costs of securing replacement financing related to the maturity of
the Partnership's outstanding indebtedness in June 1995.  Distributions
remained suspended through 1996 in order for the Partnership to meet
certain requirements under the terms of the New Mortgage.  Due to the
satisfaction of such requirements, and improved operations during 1996 at
both the Partnership and Hotel levels, a cash distribution in the amount of
$0.40 per Unit was paid to Limited Partners on February 14, 1997 from the
Partnership's operations during the prior year.  The distribution was paid
to Limited Partners of record as of each month-end in 1996.  This
represented a one-time distribution of 1996 annual cash flow and did not
indicate the reinstatement of regular cash distributions.  The General
Partner expects to distribute the proceeds from the anticipated sale of the
Hotels to limited partners in accordance with the terms of the Partnership
Agreement.

Other than from a sale of the Hotels, the primary source of ongoing cash
and liquidity is from rental revenue under the operating leases and the
Partnership's cash reserves.  The Partnership knows of no trends, demands,
commitments, events or uncertainties, other than the Partnership's cash
requirements pursuant to the terms of the New Mortgage, that will result in
or that are reasonably likely to result in the Partnership's liquidity
increasing or decreasing in any material way, other than the normal
seasonal fluctuation in hotel operations which, in turn, causes
fluctuations in rental income throughout the year.

Results of Operations

1997 versus 1996

The Partnership generated net income of $5,875,244 for the year ended
December 31, 1997, compared to net income of $1,922,133 for the year ended
December 31, 1996.  The increase is due to an increase in total income and
a decrease in total expenses, primarily depreciation.  After adding back
the non-cash items of depreciation and amortization and subtracting the
amount of rental income from the FF&E replacement escrow, the Partnership
had adjusted net operating income of $4,031,529 for the year ended
December 31, 1997, compared with $3,283,994 for the year ended
December 31, 1996, reflecting improved operational activity.

Total income for the year ended December 31, 1997 was $17,261,090, compared
with $16,324,943 for the year ended December 31, 1996.  The increase is due
to higher rents from operating profit earned at the Hotels, higher rents
from replacement escrow, and higher interest and other income.  Rent from
replacement escrow, which is calculated as a percentage of the Hotels'
gross revenues, was $5,694,279 for the year ended December 31, 1997,
compared with $5,557,759 for the year ended December 31, 1996.  Interest
income totaled $439,230 for the year ended December 31, 1997, compared with
$416,202 for the year ended December 31, 1996.  The increase is primarily
attributable to higher operating and restricted cash balances during the
1997 periods.

Total expenses for the year ended December 31, 1997 were $11,385,846,
compared with $14,402,810 for the year ended December 31, 1996.  The
decrease is due primarily to lower interest expense and depreciation and
amortization expense, which were partially offset by higher general and
administrative expenses and professional fees.  Interest expense decreased
to $7,137,238, compared with $7,288,757 for the year ended
December 31, 1996, due to the scheduled amortization of the New Mortgage.
Depreciation and amortization expenses for the year ended December 31, 1997
were $3,850,564, compared with $6,919,620 for the year ended
December 31, 1996.  The decrease is due primarily to the Hotels no longer
being depreciated as a result of being classified as "Real estate held for
disposition" as of June 30, 1997.  General and administrative expenses for
the year ended December 31, 1997 were $272,242, compared with $122,397 for
the year ended December 31, 1996.  During the 1997 period, certain expenses
incurred by the General Partner, its affiliates, and an unaffiliated third
party service provider in servicing the Partnership, which were voluntarily
absorbed by affiliates of the General Partner in prior periods, were
reimbursable to the General Partner and its affiliates.  To a lesser
extent, the increase is due to expenses relating to the sale of the Hotels.
Professional fees totaled $125,802 for the year ended December 31, 1997,
compared with $72,036 for the year ended December 31, 1996.  The increase
is due primarily to higher expenses relating to engineering studies
performed at the Hotels during 1997 and higher legal accruals.

The following table summarizes the Hotels' performance for the period from
January 1 to December 31 of the indicated years:

                                          1997            1996    % Change
Weighted Average Occupan                 75.2%           79.6%     (5.5)
Weighted Average Room Rate              $96.65          $87.99      9.8
Total Hotel Sales                 $120,908,961    $118,131,587      2.4
Hotel Operating Profit              21,344,582      18,785,538     13.6
Rent Earned by the Partnership      11,127,581      10,350,982      7.5

1996 versus 1995

For the year ended December 31, 1996, net cash provided by operating
activities was $4,056,348, compared with $2,603,536 for the year ended
December 31, 1995.  The increase is primarily due to the increase in net
income in 1996.  The Partnership generated net income of $1,922,133 for the
year ended December 31, 1996, compared with net income of $274,859 for the
year ended December 31, 1995.  The increase is due to an increase in rental
operating profit, replacement escrow and interest income, as well as a
decrease in total expenses.  After adding back the non-cash items of
depreciation and amortization and subtracting the amount of rental income
from the FF&E replacement escrow, the Partnership had adjusted net
operating income of $3,283,994 for the year ended December 31, 1996,
compared with $2,052,968 for the year ended December 31, 1995.

Total income for the year ended December 31, 1996 was $16,324,943, compared
with $15,740,651 for the year ended December 31, 1995.  The increase is due
to higher rents from operating profit earned at the St. Louis and Los
Angeles Hotels, higher rent from replacement escrow and, to a lesser
extent, higher interest income.  Rent from replacement escrow, which is
calculated as a percentage of the Hotels' gross revenues, increased to
$5,557,759 for the year ended December 31, 1996, compared to $5,219,071 for
the year ended December 31, 1995.  The increase is due to higher gross
revenues at the St. Louis and Los Angeles Hotels.  Interest income totaled
$416,202 for the year ended December 31, 1996, compared to $365,855 for the
year ended December 31, 1995.  The increase is primarily attributable to
higher loan reserve and restricted cash balances in 1996.

Total expenses for the year ended December 31, 1996 were $14,402,810,
compared to $15,465,792 for the year ended December 31, 1995.  The decline
is due primarily to decreases in interest expense, depreciation and
amortization, general and administrative expenses, and asset management
fees, which were partially offset by an increase in professional fees.
Asset management fees were eliminated as a result of the termination of the
Asset Management Agreement upon refinancing.  Interest expense decreased to
$7,288,757 for the year ended December 31, 1996, compared to $7,975,815 for
the year ended December 31, 1995.  The decrease is due to the terms of the
New Mortgage which require principal amortization and a lower interest rate
than the original mortgage loan.  The decrease also is due to the
consolidation of the previous revolving credit loans into the New Mortgage
and termination of interest accruals on the unpaid fees due under the Asset
Management Agreement.  General and administrative expenses totaled $122,397
for the year ended December 31, 1996, compared with $148,466 for the year
ended December 31, 1995.  The decrease is due primarily to the 1995 payment
of the Los Angeles Commercial Rent Tax, which was partially offset by
higher Partnership accounting and administrative expenses being recognized
in 1996.  Professional fees totaled $72,036 for the year ended
December 31, 1996, compared to $55,803 for the year ended December 31, 1995.
The increase is due primarily to engineering consulting services associated
with the room renovations at the St. Louis Hotel.

The following table summarizes the Hotels' performance for the period from
January 1 to December 31 of the indicated years:

                                         1996              1995    % Change
Weighted Average Occupancy              79.6%             76.7%         3.8
Weighted Average Room Rate             $87.99            $85.19         3.3
Total Hotel Sales                $118,131,587      $110,709,040         6.7
Hotel Operating Profit            $18,785,538       $17,144,830         9.6
Rent Earned by the Partnership    $10,350,982       $10,155,725         1.9


Item 8.  Financial Statements and Supplementary Data

Incorporated by reference to the Financial Information section of the
Partnership's Annual Report to Unitholders for the year ended December 31,
1997, filed as an exhibit under Item 14, and Schedule III.


Item 9.  Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure

None.


                               PART III


Item 10.  Directors and Executive Officers of the Registrant

The Partnership has no officers or directors.  The General Partner manages
and controls substantially all of the Partnership's affairs and has general
responsibility and ultimate authority in all matters affecting the
Partnership's business.

Certain officers and directors of the General Partner are now serving (or
in the past have served) as officers or directors of entities which act as
general partners of a number of real estate limited partnerships which have
sought protection under the provisions of the federal Bankruptcy Code.  The
partnerships which have filed bankruptcy petitions own real estate which
has been adversely affected by the economic conditions in the markets in
which that real estate is located and, consequently, the partnerships
sought the protection of the bankruptcy laws to protect the partnerships'
assets from loss through foreclosure.

The directors and principal executive officers of the General Partner of
the Partnership as of December 31, 1997 were as follows:

     Name                     Office

     Jeffrey C. Carter        President, Director and Chief Financial Officer
     Rocco F. Andriola        Director
     Michael T. Marron        Vice President

There is no family relationship among any of the foregoing directors or
officers.  The business experience of each of the directors and officers of
the General Partner is as follows:

Jeffrey C. Carter, 52, is a Senior Vice President of Lehman Brothers in the
Diversified Asset Group.  Mr. Carter joined Lehman Brothers in September
1988.  From 1972 to 1988, Mr. Carter held various positions with
Helmsley-Spear Hospitality Services, Inc. and Stephen W. Brener Associates,
Inc. including Director of Consulting Services at both firms. From 1982
through 1987, Mr. Carter was President of Keystone Hospitality Services, an
independent hotel consulting and brokerage company.  Mr. Carter received
his B.S. degree in Hotel Administration from Cornell University and an
M.B.A. degree from Columbia University.

Rocco F. Andriola, 39, is a Managing Director of Lehman Brothers Inc. in
its Diversified Asset Group and has held such position since October 1996.
Since joining Lehman in 1986, Mr. Andriola has been involved in a wide
range of restructuring and asset management activities involving real
estate and other direct investment transactions.  From June 1991 through
September 1996, Mr. Andriola held the position of Senior Vice President in
Lehman's Diversified Asset Group.  From June 1989 through May 1991, Mr.
Andriola held the position of First Vice President in Lehman's Capital
Preservation and Restructuring Group.  From 1986-89, Mr. Andriola served as
a Vice President in the Corporate Transactions Group of Shearson Lehman
Brothers' office of the general counsel.  Prior to joining Lehman, Mr.
Andriola practiced corporate and securities law at Donovan Leisure Newton &
Irvine in New York.  Mr. Andriola received a B.A. from Fordham University,
a J.D. from New York University School of Law, and an LL.M in Corporate Law
from New York University's Graduate School of Law.

Michael T. Marron, 34, is a Vice President of Lehman Brothers and has been
a member of the Diversified Asset Group since 1990 where he has actively
managed and restructured a diverse portfolio of syndicated limited
partnerships.  Prior to joining Lehman Brothers, Mr. Marron was associated
with Peat Marwick Mitchell & Co. serving in both its audit and tax
divisions from 1985 to 1989.  Mr. Marron received his B.S. degree from the
State University of New York at Albany and an M.B.A. from Columbia
University.

Certain Matters Involving Affiliates of EHP/GP Inc.

On July 31, 1993, Shearson Lehman Brothers Inc. ("Shearson") sold certain
of its domestic retail brokerage and asset management businesses to Smith
Barney, Harris Upham & Co. Incorporated ("Smith Barney").  Subsequent to
this sale, Shearson changed its name to Lehman Brothers Inc. ("Lehman").
The transaction did not affect the ownership of the Partnership's General
Partner.  However, the assets acquired by Smith Barney included the name
"Shearson."  Consequently, the name of the Partnership was changed to Hotel
Properties L.P., and the Shearson EHP/GP Inc. general partner changed its
name to EHP/GP Inc. to delete any reference to "Shearson."


Item 11.  Executive Compensation

The Partnership has no directors or officers.  Its affairs are managed by
EHP/GP Inc., its General Partner.

The General Partner is entitled to receive a share of income, profits or
losses, sale proceeds and cash distributions generated by the Partnership,
as described in Note 7 "Partnership Agreement" of the Notes to Financial
Statements contained in the Partnership's Annual Report to Unitholders for
the year ended December 31, 1997, filed as an exhibit under Item 14.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  Security ownership of certain beneficial owners.  The Partnership
     knows of no person who beneficially owns more than 5% of the Units.

(b)  Security ownership of management.  Under the terms of the limited
     partnership agreement, the Partnership's affairs are managed by the
     General Partner.  The General Partner owns the equivalent of 100 Units.
     None of the General Partner's officers own Units in the Partnership.

(c)  Changes in control.  None


Item 13.  Certain Relationships and Related Transactions

(a) Transactions with Management and Others.  Incorporated by reference
    to Notes 4, 5, 6, 7 and 8 of the Notes to the Financial Statements
    contained in the Partnership's Annual Report to Unitholders for the year
    ended December 31, 1997, filed as an exhibit under Item 14.

(b) Certain Business Relationships.  There have been no business
    transactions between any of the Directors and the Partnership.

(c) Indebtedness of Management.  No management person is indebted in any
    amount to the Partnership.

(d) Transactions with Promoters.  Certain officers and directors of the
    General Partner are employees of Lehman Brothers Inc.

    Effective as of January 1, 1997, the Partnership began reimbursing
    certain expenses incurred by the General Partner and its affiliates in
    servicing the Partnership to the extent permitted by the partnership
    agreement.  In prior years, affiliates of the General Partner had
    voluntarily absorbed these expenses.


                               PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1)    Financial Statements:

       Report of Independent Accountants  (1)

       Balance Sheets - At December 31, 1997 and 1996  (1)

       Statements of Operations - For the years ended
        December 31, 1997, 1996 and 1995  (1)

       Statements of Partners' Capital (Deficit) - For the years ended
        December 31, 1997, 1996 and 1995  (1)

       Statements of Cash Flows - For the years ended
        December 31, 1997, 1996 and 1995  (1)

       Notes to the Financial Statements  (1)

   (1)Incorporated by reference to the Partnership's Annual Report to
      Unitholders for the year ended December 31, 1997, which is filed as
      an exhibit under Item 14.

(a)(2) Financial Statement Schedules:  Independent Accountant's Report on
       Schedule III - Real Estate and Accumulated Depreciation.

(a)(3) Exhibits.

  3.1  Form of Agreement of Limited Partnership of the Registrant
       (filed as Exhibit A to Prospectus) - incorporated by reference to
       Exhibit 3.2 to Registration Statement No. 33-17557.
       
  4.1  Prospectus dated November 12, 1987, incorporated by reference from
       Amendment No. 1 to the Partnership's Registration Statement No.
       33-17557.
       
  10.1 Form of Depositary Agreement between the Registrant and E.H.P.
       Depositary Corp., as Depositary - incorporated by reference to
       Exhibit 10.3 to Registration Statement No. 33-17557.
       
  10.2 Form of Purchase Agreement concerning the acquisition of the
       Properties - incorporated by reference to Exhibit 10.4 to Registration
       Statement No. 33-17557.
       
  10.3 Form of Deed of Trust, Security Agreement and Fixture Financing
       Statement (filed as Exhibit C-2 to Exhibit 10.2 above) - incorporated
       by reference to Exhibit 10.5 to Registration Statement No. 33-17557.
       
  10.4 Form of Loan Agreement (filed as Exhibit U-2 to Exhibit 10.2 above)
       - incorporated by reference to Exhibit 10.6 to Registration Statement
       No. 33-17557.
       
  10.5 Indemnification Agreement - incorporated by reference to Exhibit 10.9
       to Registration Statement No. 33-17557.
       
  10.6 Form of Purchase Money Promissory Note (filed as Exhibit C-1 to
       Exhibit 10.2 above) - incorporated by reference to Exhibit 10.11 to
       Registration Statement No. 33-17557.
       
  10.7 Leases between The Equitable Life Assurance Society of the United
       States (the "Equitable") and The Marriott Corporation (filed as Exhibit
       E to Exhibit 10.2 above) - incorporated by reference to Exhibit 10.12
       to Registration Statement No. 33-17557.
       
  10.8 Form of Assignment and Assumption of Leases (filed as Exhibit Q to
       Exhibit 10.2 above) - incorporated by reference to Exhibit 10.14 to
       Registration Statement No. 33-17557.

  10.9 Form of Lease between Equitable and Registrant with respect to the Los
       Angeles Airport Marriott Hotel (filed as Exhibit R to Exhibit 10.2
       above) - incorporated by reference to Exhibit 10.15 to Registration
       Statement No. 33-17557.
       
 10.10 Form of Lease between Equitable and Registrant with respect to the
       St. Louis Airport Marriott Hotel (filed as Exhibit S to Exhibit 10.2
       above) - incorporated by reference to Exhibit 10.16 to Registration
       Statement No. 33-17557.
       
 10.11 Form of Revolving Credit Note (filed as Exhibit U-1 to Exhibit 10.2
       above) - incorporated by reference to Exhibit 10.17 to Registration
       Statement No. 33-17557.
       
 10.12 Mortgage Loan Refinancing Agreements - incorporated by reference to
       Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 1995.
       
  13.1 Annual Report to Unitholders for the year ended December 31, 1997.
       
  27.1 Financial Data Schedule.


  b.  Reports on Form 8-K

      No reports on Form 8-K were filed in the fourth quarter of the
      calendar year 1997.

      On March 13, 1998, the Partnership filed a Form 8-K reporting the
      notification of Limited Partners of the negotiation of the potential
      sale of the Hotels.


                           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.


                         HOTEL PROPERTIES L.P.

                         BY:  EHP/GP Inc.
                              General Partner


Date:  March 19, 1998
                              BY:       /s/Jeffrey C. Carter
                              Name:        Jeffrey C. Carter
                              Title:       President, Director and
                                              Chief Financial Officer

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.


                              EHP/GP Inc.
                              General Partner


Date:  March 19, 1998
                              BY:       /s/Jeffrey C. Carter
                              Name:        Jeffrey C. Carter
                              Title:       President, Director and
                                             Chief Financial Officer


Date:  March 19, 1998
                              BY:       /s/Rocco F. Andriola
                              Name:       Rocco F. Andriola
                              Title:      Director


Date:  March 19, 1998
                              BY:       /s/Michael T. Marron
                              Name:       Michael T. Marron
                              Title:      Vice President