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

                                FORM 10-K
(Mark one)
[x]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                  For the fiscal year ended December 31, 1997
                                   or
[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                                 OF THE
              SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
              For the transition period from ................ to
                                              ...............

                        Commission File No. 1-9311

                  PRIME MOTOR INNS LIMITED PARTNERSHIP
           (Exact name of registrant as specified in its charter)

          Delaware                        22-2754689
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or  organization)

                         C/O WHI, 4243 Hunt Road
                         Cincinnati, Ohio 45242
                     (Registrant's Mailing Address)

Registrant's telephone number, including area code: (513) 891-2920

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

Title of Each Class                    Name of Exchange on which registered
Units of Limited Partnership           Over the Counter Bulletin Board
Interest Evidenced by Depository
Receipts

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

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 such 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 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)

On March 10, 1998 there were 4,000,000 of registrant's units
of  limited  partnership  interest  outstanding.   The  aggregate
market  value of such units held by non-affiliates on  that  date
based  on  the  reported closing price on the  Over  the  Counter
Bulletin Board on that date, was approximately  $11,125,000.  The
Exhibit Index is located on page 24.

                          Page 1 of 48

                             PART I

Item 1.  Business

   Prime  Motor Inns Limited Partnership (the "Partnership")  and
its  99%  owned subsidiary, AMI Operating Partners, L.P. ("AMI"),
were  formed  in October 1986 under the Delaware Revised  Uniform
Limited Partnership Act.  The Partnership and AMI are referred to
collectively as the "Partnerships".  Prime-American Realty  Corp.
(the  "General  Partner"),  a  subsidiary  of  Prime  Hospitality
Corporation  ("Prime"), formerly Prime Motor Inns, Inc.,  is  the
general  partner  of  and  holds as  its  principal  asset  a  1%
partnership  interest in each of the Partnerships.  The  business
of  the  Partnerships  is  to operate and  maintain  full-service
hotels  (the "Inns"), which are presently franchised as  part  of
the "Holiday Inn" system.

   The  Inns  were  purchased  from  subsidiaries  of  Prime  in
December,  1986,  with  the proceeds of the  public  offering  of
4,000,000 units of limited partnership interest (the "Units")  in
the  Partnership and of the issuance and sale of  $61,470,000  of
mortgage notes (the "Mortgage Notes") of AMI.  Until November 30,
1990,  the  Inns  were  leased  to  AMI  Management  Corp.  ("AMI
Management"),  a subsidiary of Prime, pursuant  to  a  net  lease
between  AMI  Management and AMI (the "Lease"). On September  18,
1990,  Prime  and  certain  of  its subsidiaries,  including  AMI
Management,  filed  for reorganization under Chapter  11  of  the
Bankruptcy Code (the "Prime Bankruptcy") and, effective  November
30,  1990, AMI Management rejected the Lease.  At that time, AMI,
through  Winegardner & Hammons, Inc. ("W&H"), a  prominent  hotel
management company with operational experience with "Holiday Inn"
franchises,  took control of the Inns and commenced operation  of
the Inns for the account of the Partnerships.

   In  the  opinion  of  the  Board  of  the  General  Partner,
occupancies and cash flows at the Inns during 1991 and 1990  were
adversely affected by, among other things, international tensions
in the Middle East and the economic recession that began in 1990,
and  the  resulting  slowdown  in travel,  and  AMI  Management's
operation of the Inns, primarily in the period immediately  prior
to and during its bankruptcy.

   In  1991 the Partnership and AMI asserted claims against Prime
and  AMI  Management  in  the Prime Bankruptcy  with  respect  to
defaults under the Lease and Prime's guaranty (the "Guaranty") of
certain   obligations  under  the  Lease,   the   operation   and
maintenance  of the Inns prior to and following the  commencement
of  the Prime Bankruptcy, and the rejection of the Lease and  the
Guaranty.  AMI entered into an agreement with the holders of  the
Mortgage Notes (the "Mortgage Lenders") under which, among  other
things,   AMI  assigned  to  the  Mortgage  Lenders  its   claims
(including claims in connection with such disputes) against Prime
and  AMI  Management and agreed that amounts  recovered  on  such
claims would be allocated among financial claims (the proceeds of
which  would  be applied to the repayment of the Mortgage  Notes)
and operating claims (the proceeds of which would be available to
finance  capital improvements to the Inns).  In  July,  1992  the
Bankruptcy  Court administering the Prime Bankruptcy  approved  a
settlement  (the "Prime Settlement") among the Mortgage  Lenders,
Prime  and  AMI  Management under which  various  claims  of  the
holders  of  the Mortgage Notes against Prime and AMI  Management
were allowed; AMI did not make any payments to or for the benefit
of  any  other party; and Prime, AMI Management and AMI exchanged
mutual releases.

   Since  1992,  AMI  and  the Mortgage  Lenders  received  total
proceeds  as  a  result of the Prime Settlement of  approximately
$8,874,000,  of  which  $8,827,000 was  utilized  to  reduce  the
principal  amount of the Mortgage Notes (of which $1,025,000  was
recognized  in  1995)  and  $47,000  was  used  to  fund  capital
improvements.

   To  conserve cash to provide funds to maintain and improve the
Inns and pay suppliers, AMI suspended the monthly payments of the
principal and interest on the Mortgage Notes beginning  with  the
payments due on February 28, 1991, which constituted an event  of
default  under,  and  resulted  in acceleration  and  demand  for
payment of the entire outstanding balance of, the Mortgage Notes.
After  detailed  and  extended negotiations  among  AMI  and  its
advisors  and representatives of the Mortgage Lenders  and  their
advisors, the Mortgage Lenders agreed to restructure the Mortgage
Notes  as part of a "prepackaged" reorganization of AMI and three
of the Mortgage Lenders (the "Priming Lenders") agreed to provide
post-petition  financing  (the  "Priming  Loan")  of  up  to   an
aggregate  of  $14  million  to  finance  the  refurbishment  and
upgrading of the Inns and to fund operating deficiencies.

   On  February  28,  1992,  AMI filed for  reorganization  under
Chapter 11 of the Bankruptcy Code, and sought confirmation of the
prepackaged  plan of reorganization consented to by the  Mortgage
Lenders (the "Plan").  On May 28, 1992 the Plan was confirmed.

   To  continue to operate the Inns as part of the "Holiday  Inn"
system,  beginning  in  July, 1991,  AMI  paid  fees  to  acquire
franchise agreements to replace those that had been held  by  AMI
Management.   Holiday Hospitality Corporation,  formerly  Holiday
Inns,  Inc.,  and  its  affiliates engaged in  administering  the
"Holiday  Inn" system (collectively, "HHC") issued a new ten-year
franchise  agreement for Baltimore Inner Harbor Inn  to  December
2005,  and  extended to June 30, 1997 the term of  the  franchise
agreements that previously expired prior to June 30, 1997.

   AMI  and  W&H  entered into a management agreement  (the  "W&H
Management  Agreement") pursuant to which W&H  managed  the  Inns
through 1996, renewable for two two-year renewal terms. Under the
W&H  Management Agreement, W&H was paid an annual base management
fee  of  2.25%  of the gross revenues of the Inns,  an  incentive
management  fee  based  on defined income in  excess  of  defined
amounts,  and  was  reimbursed  for  miscellaneous  out-of-pocket
expenses  allocated to the Inns, including salaries,  accounting,
legal,  computer  services,  royalties,  marketing,  advertising,
public  relations  and reservation services, subject  to  certain
limitations.

   The  Plan provided for the Priming Loan of $14,000,000 to AMI,
due  December 31, 1999, bearing interest at the rate of  11%  per
annum,  and  secured by a security interest,  lien  and  mortgage
senior to all other liens on the property of AMI.  Of the Priming
Loan,  $11,500,000  (the "Tranche A Loan") was  used  to  fund  a
capital  improvement  program, and is  subject  to  a  prepayment
penalty  of  2%, and the $2,500,000 balance of the  Priming  Loan
(the  "Tranche B Loan") is a revolving credit facility to be used
to fund operating cash requirements.

   All  revenues  in  excess of budgeted  or  otherwise  approved
operating  and administrative expenses, debt service,  a  reserve
for capital improvements (the "FF&E Reserve") which amounted to 1
1/2% of gross revenues in 1993, 4% of gross revenues in 1994  and
5%  of  gross revenues in 1995 and thereafter), income taxes  (if
the   Partnerships  are  taxable  as  corporations)  and  amounts
necessary to enable AMI to maintain a working capital reserve  of
$2  million,  must  be  applied by AMI to the  repayment  of  the
Tranche  B  Loan, then deposited into an escrow account  held  on
behalf of the Priming Lenders for payment of taxes and insurance,
and  then  to pay the Tranche A Loan.  In the event of a  default
under the Priming Loan, the agent for the Priming Lenders may, in
addition to any other remedies, cure any defaults of AMI  and/or
declare the entire outstanding balance of the Priming Loan to  be
due  and  payable.   Default provisions under  the  Priming  Loan
include,  among others, (a) default for five days in the  payment
of  interest, (b) default for five days after notice of any other
amounts due under the Priming Loan documents, and (c) acquisition
by  any  person,  without the consent of 75% in interest  of  the
Priming  Lenders,  of  50% or more of the  Units,  or  the  sale,
without the consent of 75% in interest of the Priming Lenders, of
the  Partnership's interest in AMI or of 50% or more of the stock
of the General Partner.

   The  Plan  also  provided  for the  restatement  of  the  loan
agreement for the Mortgage Notes (as restated, the "Restated Loan
Agreement"),  under  which  $3,467,000  of  accrued  and   unpaid
interest  at December 31, 1991 (the "Deferred Amount") was  added
to  the principal amount of the Mortgage Notes, but bore interest
only  from  and  after January 1, 1995; the Mortgage  Notes  (not
including  the Deferred Amount) bore interest at the rate  of  7%
per  annum in 1992 and 1993 and 8% in 1994; the principal  amount
of  the  Mortgage  Notes  (including the  Deferred  Amount)  bore
interest  at a rate of 10% per annum after 1994; and the maturity
of  the  Mortgage  Notes  (including  the  Deferred  Amount)  was
extended  to  December 31, 1999.  In addition, the Restated  Loan
Agreement  includes  a shared appreciation feature,  pursuant  to
which,  upon the sale of any of the Inns and/or upon the maturity
(by  acceleration, at the stated maturity date or  otherwise)  of
the  Mortgage Loan, a portion of the appreciation, if any, in the
value  of such Inn (in the case of sale of an Inn) or all of  the
Inns  (in  the  case of maturity of the Mortgage Loan)  over  the
amount of the Mortgage Loan allocated thereto would be payable as
additional interest on the Mortgage Loan.  However, no amount  is
payable  as shared appreciation until all obligations  under  the
Priming  Loan have been met.  During the term of the restructured
Mortgage Notes, operating revenues in excess of the $2 million of
working  capital that AMI is permitted to retain and the required
payments  (as described in the Priming Loan) must be  applied  to
repayment of the Mortgage Notes after the Priming Loan  has  been
paid.   The  Mortgage  Notes can be repaid at  any  time  without
penalty.

   In addition, in consideration of the agreement of the Mortgage
Lenders  to the restructuring of the Mortgage Notes, AMI and  the
Partnership  deposited the deeds to the Inns and  assignments  of
other  assets  of AMI in escrow.  Under the terms of  the  escrow
agreement,  those  deeds and assignments will  be  released  from
escrow  to a designee of the Mortgage Lenders if certain defaults
occur  and  continue not to be cured for 90 days.  Such  defaults
would  include, among others, (a) non-payment when  due,  of  any
principal,  interest or other charges under the Priming  Loan  or
the Mortgage Notes, (b) failure to pay rent on any ground leases,
(c)  failure to pay real and personal property taxes on the Inns,
(d)  failure  to  pay  or   provide for  premiums  for  insurance
required  under  the Priming Loan or the Mortgage  Notes  or  the
mortgages  securing  them,  and  (e)  failure  to  pay  operating
expenses  for  the  Inns (subject to certain  rights  to  contest
amounts  claimed  to be due).  In the escrow agreement,  AMI  has
agreed not to interpose any defense or objection to, or bring any
lawsuit opposing, the Mortgage Lenders' exercise of their  rights
under  the  escrow agreement, or, if AMI files another bankruptcy
case,  contest  the  lifting of any stay to permit  the  Mortgage
Lenders to exercise such rights.

   AMI  is  currently  in  compliance  with  all  covenants  and
requirements of the Priming Loan and Restated Loan Agreement.

   Following  its   reorganization,   AMI   made   the    capital
improvements, refurbishments and repairs necessary to render  the
condition of the Inns suitable and adequate for AMI's  business,
to  satisfy HHC quality standards, to correct deficiencies at  the
Inns,  and  to restore the competitive position of the Inns.  AMI
also  substantially  upgraded  the Baltimore  Inner  Harbor  Inn.
Improvements   and   refurbishments  totaling   $13,000,872   were
completed  in  1994, $11,500,000 of which were  funded  from  the
proceeds of the Tranche A Loan and $1,500,872 of which was funded
from  the  FF&E  Reserve. Subsequent to the  completion  of  that
capital improvement program, AMI has made additional improvements
and  refurbishments totaling in excess of $7,500,000 funded  from
the FF&E Reserve, in addition to ongoing maintenance and repairs.

   Historically,   the   Inns  have   experienced   cash   flow
deficiencies  in  the  first quarter  of  each  year,  reflecting
reduced travel and high operating costs in the winter months. AMI
has  made  borrowings under the Tranche B Loan during  the  first
quarter  of each of 1995, 1996 and 1997, and is making borrowings
during  the first quarter of 1998, and has repaid such borrowings
in the second and third quarters of the year. There have not been
any unpaid balances under the Tranche B Loan at December 31, 1995,
1996 or 1997.

   The "Holiday  Inn" franchises of ten Inns (one  of  which  was
sold  in  July,  1997) were to expire on June 30,  1997  and  the
"Holiday Inn" franchises of an additional two Inns were to expire
on  December  31,  1997. Beginning in August, 1995,  the  General
Partner  began  efforts to arrange financing  for  the  costs  of
renewal of those "Holiday Inn" franchises, including seeking  the
consent of the holders of the Priming Loan and Mortgage Notes  to
utilize  FF&E  Reserves  to  fund HHC Product  Improvement  Plans
("PIPs")  and seeking to refinance the Priming Loan and  Mortgage
Notes  on  terms  that would provide (or enable AMI  to  generate
internally) additional financing for franchise renewals. Prior to
December 31, 1995, HHC had inspected and prepared PIPs for ten of
the  Inns whose franchises were to expire in 1997 and, during the
second quarter of 1996, prepared PIPs for the remaining two Inns.
Based  on those PIPs and on analyses by W&H, the General  Partner
estimated  the cost of the capital expenditures required  by  the
PIPs  to  be  approximately  $13,000,000,  although  the  General
Partner  believed  that the scope of the work and  related  costs
would be subject to negotiation.

   During  1996 the  General  Partner continued  its  efforts  to
arrange  financing for the franchise renewals and/or  refinancing
of  the  Priming Loan and Mortgage Notes. At the same  time,  the
General  Partner continued its negotiations with HHC  as  to  the
scope  of  work required for the PIPs, entered into  negotiations
with  contractors to minimize the costs of capital  improvements,
and  worked  with  W&H  to  identify which  capital  improvements
appeared to enhance the Inns' ability to compete in their markets
and add value to the Inns and which capital improvements appeared
to  be  less necessary or to add little value (although  HHC  has
since  indicated that it would not grant significant  waivers  of
the  scope of the work required by the PIPs). The General Partner
also  engaged W&H to evaluate the relative benefits and costs  of
renewing the "Holiday Inn" franchise for each Inn, operating such
Inn under other franchises that might be available, and operating
such   Inn  without  a  franchise  affiliation.  Based  on  W&H's
evaluation  the General Partner determined that the  Inns  should
remain franchised as "Holiday Inns."

  In  1996,  the  General Partner determined  to  sell  the  Glen
Burnie  South and Baltimore Moravia Road Inns and in  early  1997
entered  into  a contract for sale of the Glen Burnie  South  Inn
(which  sale was completed on July 29, 1997). In early 1997,  the
General Partner determined also to sell the Baltimore Pikesville,
Baltimore  Belmont, Frederick MD, Lancaster Rt. 501, York  Market
Street  and  Hazleton  Inns,  and  subsequently  entered  into  a
contract  for sale of the Baltimore Pikesville Inn.   Those  Inns
were either operating at a loss or would not produce a return  to
the  Partnership sufficient to justify the costs of renewal  fees
and  PIPs.  However, the net proceeds from the sale of  the  Glen
Burnie  South  Inn were, and the proceeds from the  sale  of  the
other  Inns  are required to be, applied to pay the 2% prepayment
penalty  on, and to reduce the outstanding principal balance  of,
the  Priming  Loan and, after repayment of the Priming  Loan,  to
reduce  the  outstanding principal balance of,  and  to  pay  the
shared  appreciation, if any, under the Mortgage Notes.  None  of
such  proceeds will be available to finance the PIPs or franchise
renewal  fees  (and the holders of the Priming Loan and  Mortgage
Notes  declined  to  permit the use of  such  proceeds  for  such
purpose or for the acquisition of other properties).

  Beginning  in December, 1996, and continuing through the  early
Spring of 1997, the General Partner received correspondence  from
Dilworth,  Paxson,  Kalish & Kaufman LLP (now Dilworth  &  Paxson
LLP)   ("D&P"),   a  law  firm  purporting  to   represent   five
Unitholders.   In  that correspondence, D&P broadly  charged  the
General  Partner  with  breaches  of  fiduciary  duty  and  gross
negligence  by  reason of an alleged failure to oversee  W&H,  as
manager of the Inns, and to make adequate provision for the  PIPs
and   requested  that  the  management  agreement  with  W&H   be
terminated  or renewed only on a short term basis.   The  letters
threatened  filing  of  a  derivative action  on  behalf  of  the
Partnership in the event these matters were not resolved  to  the
satisfaction of the five Unitholders and also requested a meeting
with  the  General  Partner to discuss these  and  other  matters
relating to the Partnership.

  Effective  January  4,  1997,  the  initial  term  of  the  W&H
Management  Agreement was extended for four years, through  2000.
However,  in  order  to  facilitate  financing  of  the  PIPs,  a
provision was added to the W&H Management Agreement which  grants
to  either  the  Partnership or W&H the right  to  terminate  the
agreement,  without penalty, at any time without cause,  upon  at
least  90  days  prior written notification to the  other  party.
However,  under  the Priming Loan and Restated  Loan  Agreements,
approval  by the Lenders will be required for the Partnership  to
elect to terminate the W&H Management Agreement.

  In  subsequent correspondence, D&P stated that its clients were
considering  making  a tender offer for the Units  and  requested
that  additional  information be provided to such  clients.   The
General Partner declined to provide any non-public information in
the  context  of a tender offer, but did offer to meet  with  the
clients  to  discuss  the  operations  and  conditions   of   the
Partnerships.  In May, 1997 the General Partner met  with  Jerome
Sanzo and members of D&P.  Mr. Sanzo stated that he did not  have
any  interest  in  suing the General Partner  and  was  not  then
considering a tender offer, but did want the General  Partner  to
support  a  transaction in which one or more  persons  (including
persons  who were not then Unitholders) would contribute  capital
and/or  properties of the Partnership in exchange for  an  equity
interest in the Partnerships.  Mr. Sanzo expressed the view that,
with  the  additional  resources and some  restructuring  of  its
operations,  the Partnership could become a growing  active  real
estate business.  The General Partner stated, while it could  not
commit  to  support any proposed transaction without knowing  the
terms  of  the  transaction (particularly since  the  transaction
summarized  by  Mr.  Sanzo appeared to involve  dilution  of  the
interest  of  the  non-contributing Unitholders),  it  would  not
impede  presentation to the Unitholders of any proposal that  Mr.
Sanzo and his associates chose to make.

  In  June,  1997, the General Partner requested that HHC  extend
the franchise agreements expiring on June 30, 1997, to enable the
General  Partner  and AMI to continue to seek financing  for  the
PIPs  and  the  franchise renewal fees.  In  consideration  of  a
$125,000 payment by AMI of franchise renewal fees, HHC agreed  to
extend  the  franchise expirations for the ten Inns to  July  31,
1997  (which  was subsequently extended to August 29,  1997)  and
prepared revised PIPs.

  Through  June, 1997, the General Partner had not  received  any
acceptable  financing proposals. The holders of the Priming  Loan
and  Mortgage  Notes (collectively the "Lenders")  had  indicated
that  they  were not interested in providing any of the  required
financing (and subsequently indicated that they would not  permit
the  FF&E Reserves to be utilized to finance the PIPs), and  were
not agreeable to the refinancing proposals by the General Partner
that  called  for  a  discount on the Priming Loan  and  Mortgage
Notes.  The General Partner (acting directly in the name  and  on
behalf  of  AMI,  and not through or with the assistance  of  any
financial  advisor) approached a number of investment  banks  and
financial institutions recognized for arranging or providing real
estate  financing  (including  through  securitization  of   loan
portfolios),   including  CS  First  Boston,   Lehman   Brothers,
Donaldson,  Lufkin  &  Jenrette, Nomura  Asset  Capital,  General
Electric  Acceptance  Corporation, GIAC (an  affiliate  of  HHC),
Prime,  General  Motors Acceptance Corporation,  Winston  Hotels,
Inc.,  Mass  Mutual,  Foothill  Capital,  United  Capital  Corp.,
Deutsche  Morgan  Grenfell, Inc., Interstate Properties  and  HFS
Franchising.  A number of those institutions were not  interested
in  considering  a financing transaction.  While  some  of  those
institutions  were willing to propose financing transactions,  in
each  case  the  amount  of financing that  the  institution  was
prepared  to  consider arranging or providing  was  significantly
below  the  outstanding balance of the Priming Loan and  Mortgage
Notes  and  did  not  provide any financing  for  the  PIPs.   In
addition,  most  of  the proposals received were contingent  upon
the Priming Loan and Mortgage Notes being purchased or refinanced
at  a  discount  and  required that the  new  lenders  receive  a
substantial  equity  interest in the  Partnership  or  AMI.   The
General Partner believed that such proposals were disadvantageous
to  the  Unitholders.  The General Partner also received a number
of proposals to assist or advise the Partnership in proposals for
the  sale of interests in, or assets or operations of, AMI and/or
to  restructure AMI and the Partnership. However, none  of  those
proposals  provided any evidence of the terms or sources  of  any
financing  or  any  indication  of  interest  by  any  party   in
proceeding with (much less a commitment of any party to complete)
a transaction.

  On  June 20, 1997, the General Partner received a communication
from  D&P  stating it had been authorized by Unitholders  holding
25%  of  the  Units  to request a Special Meeting  (the  "Special
Meeting")  to  remove  Prime-American Realty  Corp.  ("PARC")  as
General  Partner and to elect a new General Partner.  The General
Partner  and  D&P  first planned to hold the Special  Meeting  on
August 19, 1997 and then rescheduled the meeting for November  5,
1997.   The Notice of meeting for the November 5 Special Meeting,
mailed in September, 1997, called for removal of PARC, as General
Partner and the election of Davenport Management Corp. ("DMC"), a
corporation  owned  and  controlled  by  Jerome  Sanzo,  as   the
substitute General Partner.  On October 29, 1997, at the  request
of  DMC, the November 5, Special Meeting was postponed to a  date
to be determined in the future.

  In  August, 1997, HHC advised the General Partner that  it  did
not  desire  to renew the franchises of five Inns  that  were  to
expire  in 1997 (all of which were Inns that the General  Partner
had  therefore  determined  to  sell).  HHC  also  indicated  its
unwillingness to extend the expiration of the franchises  if  the
General  Partner  and AMI could not provide realistic  plans  for
financing  the PIPs and the franchise renewal fees. HHC  extended
the  time  within which the General Partner and AMI must  present
such  plans, first to September 19, then to September 30, October
15  and then to November 14, 1997.  AMI submitted a plan for  the
completion of the PIPs (including the improvements to be made and
the  schedule  therefor)  and the  sale  of  seven  of  the  Inns
(including  six whose Holiday Inn franchises were  to  expire  in
1997  and one whose franchise expires on December 31, 2001).  The
cost  of  the  PIPs for the remaining five Inns whose  franchises
were  to  expire  in  1997  was  estimated  to  be  approximately
$7,500,000.  In addition, AMI would be required to pay  franchise
renewal  fees  of  approximately $438,500 ($500  per  room),  for
renewal  of the "Holiday Inn" franchises for the five  Inns  that
are to be retained whose franchises were to expire in 1997.

  In  response to HHC's reluctance to provide further  extensions
of  expiring  "Holiday Inns" franchises without a firm  financing
plan,  commencing in August, 1997 the General Partner accelerated
its  efforts to arrange financing for the PIPs and the  franchise
renewal fees or to enter into another transaction (including  the
sale  of  Inns)  to  preserve and protect the  interests  of  the
Unitholders.  Among other things, the General  Partner  solicited
proposals from each party that had approached the General Partner
with proposals to provide financing to, or acquire interests  in,
the  Partnership,  or  to acquire assets or  operations  of  AMI.
Among  the persons approached were DMC, CS First Boston,  Bristol
Hotels   and   Resorts,   H.I.  Development   Corp.,   InterGroup
Corporation, GIAC and Prime.  On September 26, 1997 Servico, Inc.
made,  and on September 29, 1997 publicly announced, an offer  to
acquire the Partnership's 99% limited partnership interest in AMI
(the  "Interest")  for  $8 million in cash.   No  other  complete
offers  or  proposals  were  submitted  (nor  any  proposal  that
contemplated a price, or return to the Unitholders,  as  high  as
that provided by the Servico offer).

  After  receipt  of  the  Servico  offer,  the  General  Partner
retained  Furman  Selz LLC ("Furman Selz") as financial  advisor.
After  extensive  analysis  of  the alternatives  (including  the
possible  operation  of  the Inns under  different  franchise  or
without  a  franchise  affiliation;  the  feasibility  of   DMC's
proposals for the operation of the Partnerships and the Inns; the
likelihood of obtaining financing, within the Partnerships'  time
constraints,  through the parties who had,  in  effect,  proposed
acting  as  brokers  to  find  lenders  or  investors;  and   the
possibility  of  renegotiating the terms of,  and/or  negotiating
amendments of or waivers under, the Priming Loan and the Mortgage
Notes),  and  of  the Servico offer, including  discussions  with
Furman  Selz and counsel to the Partnership, the General  Partner
began  negotiations  with  Servico.  While  the  General  Partner
believed   that  improvements  had  been  made  in  the  physical
condition and attractiveness of the Inns, the market position and
competitiveness  of  the  Inns and the  financial  condition  and
results of operations of AMI, the General Partner determined that
financing  was  not  available on acceptable terms  to  take  the
actions  necessary to preserve the Unitholders' interest  in  the
Inns.

  The  General Partner and counsel to the Partnership engaged  in
extensive  and detailed negotiations with Servico, Inc.  and  its
counsel  with  respect  to  the  terms  and  conditions  of   the
transaction  and  the proposed Acquisition Agreement.  Among  the
subjects  of  negotiation were price, the expense reimbursements,
the   break-up  fee,  the  indemnities  and  representations  and
warranties.   Following the conclusion of such negotiations,  the
General  Partner  approved  the  terms  and  conditions  of,  and
executed and delivered, the Acquisition Agreement. Thereafter, at
the  request of Servico and the General Partner, HHC extended the
franchises  that were expiring in 1997 to December 26,  1997  and
then  to  January 6, 1998, February 9, 1998 and,  most  recently,
March  10,  1998  in order to allow time for the  Unitholders  to
consider the Sale.

   In November, 1997 DMC requested that the theretofore-postponed
Special Meeting be called, and DMC and the General Partner agreed
on  January  29,  1998 as the meeting date.  At  the  meeting  on
January  29, 1998, DMC reported that the holders of approximately
71%  of the Units had voted to remove PARC as General Partner and
that holders of approximately 63% of the Units had voted to admit
DMC as the replacement General Partner.  Since removal of PARC as
the  General Partner required the consent of the holders of  more
than  80% of the Units and the election of DMC as the replacement
General  Partner  was  conditioned on, among  other  things,  the
removal of PARC, the DMC proposals were not adopted at that time.
The meeting was adjourned without action to February 24, 1998  to
permit  DMC to solicit further votes and to supplement its  proxy
materials.    At   the  February  24  meeting,   the   vote   was
substantially unchanged and the meeting was again adjourned to  a
date to be determined.

  On  February 12, 1998 HHC advised the General Partner that,  as
a result of AMI's failure timely to accept the license agreements
offered  by  HHC  in  July  1997 to  renew  AMI's  "Holiday  Inn"
franchises  that  were to expire in 1997, HHC had  withdrawn  the
offer.   On  February 23, 1998, HHC advised the  General  Partner
that  it would not extend the "Holiday Inn" franchises when  they
expired   on  March  2,  1998.   HHC  subsequently  advised   the
Partnership that it would extend the "Holiday Inn" franchises for
such  Inns  for 60 days if an application by a "viable" applicant
for  franchises for the six Inns HHC was willing to keep  in  the
"Holiday Inn" system were submitted, and application fees in  the
amount  of  $517,000 were paid, by March 10,  1998.   Because  of
AMI"s inability to arrange financing, HHC does not consider AMI a
"viable"  applicant.  Servico filed an application, and AMI  paid
the  application fees (with the right to have the fee transferred
to  any  other  viable applicant in the event that a  transaction
more  favorable  to the Unitholders were subsequently  proposed),
prior  to March 10 and the Inns will remain in the "Holiday  Inn"
system until May 9, 1998.

  The  General  Partner has been advised that beginning  in  late
February  1998,  Servico,  Inc. made open  market  and  privately
negotiated  purchases of Units at prices ranging from $2.4375  to
$3.50  per Unit and, as of March 16, 1998, owns and has the right
to  vote  in excess of 2,000,000 Units.  Servico then  agreed  to
amend  the  terms of the Acquisition Agreement to provide,  among
other  things,  that  the  cash purchase  price  payable  to  the
Partnership  for  the Interest be increased  from  $8,000,000  to
$12,000,000.    Subsequently,  in   connection   with   Servico's
agreement  to  purchase the Units held by  Jerome  Sanzo,  Martin
Fields   and   their  associates  and  reimburse  expenses,   the
Partnership agreed to make a payment of $500,000 to  DMC  or  its
designees  as  payment for its costs and expenses  in  connection
with  its  proxy  solicitation (the "DMC Payment"),  all  parties
agreed  to exchange mutual releases, and Servico agreed  to  vote
its Units in favor of the DMC Payment.

  The   Partnership  has  called  a  Special  Meeting  of  the
Partnership  to  which  the  beneficial  owners  of  Units   (the
"Unitholders") will be asked to (i) consider and  vote  upon  the
proposed sale (the "Sale") of the Interest to Servico Acquisition
Corp.  ("SAC"), a wholly-owned subsidiary of Servico,  Inc.,  and
the  dissolution and liquidation of the Partnership following the
Sale  (the "Liquidation"); and (ii) the making of the DMC Payment.
The  Sale  and  the  Liquidation  comprise  a  single  integrated
proposal  (the  "Proposal"), which is  subject  to,  among  other
things,  the consent of the holders of a majority of  the  Units.
The  Meeting will be held on April 30, 1998 and persons  who  are
Unitholders at the close of business on March 16, 1998,  will  be
entitled  to vote on the matters to be acted on at that  Meeting.
If  the  Sale is approved by the Unitholders and consummated,  any
Interest  of  the  Unitholders  in  the  Inns  will  be  entirely
extinguished  and any future appreciation in the value  of  hotel
properties  in  general,  and the Inns  in  particular,  will  be
enjoyed   solely  by  Servico,  Inc.  and  its  affiliates.   The
Partnership has been advised that Servico, which owns and has the
right  to vote in excess of 2 million Units, intends to vote  its
Units to approve the Proposal and the DMC Payment.

  The  terms of the sale are embodied in an Acquisition Agreement
dated  as  of November 7, 1997, and amended as of March 12,  1998
(as  amended,  the "Acquisition Agreement") among Servico,  Inc.,
the  Partnership, the General Partner and SAC (unless the context
otherwise  requires,  Servico,  Inc.  and  SAC  are  collectively
referred to as "Servico") and the Liquidation will be governed by
the  Partnership Agreement, the Delaware Revised Uniform  Limited
Partnership  Act  and a Plan of Dissolution and Liquidation  (the
"Plan"). The material terms of the Acquisition Agreement and  the
Plan are described below, but such descriptions do not purport  to
be  complete and are qualified in their entirety, by, and subject
to  the more complete and detailed information set forth in,  the
Acquisition Agreement and the Plan.

  Purchase  Price.  Subject to the terms and  conditions  of  the
Acquisition Agreement, at the Closing, the Partnership will  sell
to  Servico, and Servico shall purchase from the Partnership, the
Interest  for  a  purchase  price of  $12,000,000  in  cash  (the
"Purchase Price"). Servico will purchase the Interest subject  to
AMI's outstanding indebtedness and other obligations.

  Indemnification.  Servico has agreed to indemnify,  defend  and
hold  harmless the present directors and officers of the  General
Partner  and certain consultants to the Partnership, AMI and  the
General Partner (each an "Indemnified Party") against all losses,
claims,   demands,   costs,   damages,   liabilities,   expenses,
judgments,  fines, settlements and other amounts arising  out  of
actions or omissions occurring at or prior to the Closing to  the
same  extent  (including mandatory advancement of expenses),  but
without   limitation   as   to   amount,   provided   under   the
organizational documents of the Partnership, AMI and the  General
Partner.  During such period, Servico will maintain in  effect  a
directors'  and  officers'  liability  insurance  policy   or   a
noncancellable runoff policy insuring the Indemnified Party, with
coverage  in  amount and scope substantially  equivalent  to  the
General Partners' existing coverage, for events prior to Closing.

  Closing  Date  of the Sale. The Closing of the Sale  will  take
place as promptly as practicable (and, in any event, within three
business   days)   after  the  satisfaction  or   waiver   (where
permissible) of the conditions to the Sale.

  Representations  and  Warranties of  the  Partnership  and  the
General  Partner.  The Acquisition Agreement  includes  customary
representations and warranties of the Partnership and the General
Partner  as  to,  among other things: (i) the  due  organization,
valid existence and good standing of each of the Partnership, the
General  Partner and AMI and their corporate power and  authority
to  enter  into  the Acquisition Agreement and  the  transactions
contemplated  thereby; (ii) the due authorization, execution  and
delivery  of, and the validity, binding effect and enforceability
of, the Acquisition Agreement; (iii) the authority of each of the
Partnership, the General Partner and AMI to conduct its business;
(iv)  the  absence  of  certain defaults, violations  of  law  or
conflicts with organizational documents; (v) the absence  of  any
interest  of the Partnership, the General Partner or AMI  in  any
subsidiary other than the Partnership's interest in AMI; (vi) the
absence  of  the  need for material governmental consents;  (vii)
timely  filing  of  all reports required to be  filed  under  the
Securities Exchange Act of 1934; (viii) the fair presentation, in
all  material  respects of the Partnership's financial  position,
results  of  operations  and  cash  flows,  in  accordance   with
generally   accepted  accounting  principles,  in  the  financial
statement of the Partnership; (ix) compliance with law, including
applicable environmental laws; (x) the absence of any pending, or
to  their  knowledge,  threatened materially adverse  litigation;
(xi)  the absence of any material adverse changes; (xii) the  due
authorization and validity of the Interest; (xiii) the absence of
any  outstanding securities relating to any partnership  interest
in   AMI;  (xiv)  AMI's  ownership  of  all  personal,  real  and
intangible  property set forth on schedules  to  the  Acquisition
Agreement; and (xv) the absence of the use of any broker,  except
for Furman Selz as  financial  advisor, in  connection  with  the
transactions contemplated by the Acquisition Agreement.

Representations  and Warranties of Servico,  Inc.  and  SAC.  The
Acquisition Agreement includes representations and warranties  of
Servico,  Inc.  and  SAC as to, among other things:  (i)  the  due
organization,  valid  existence and  good  standing  of  each  of
Servico, Inc. and SAC and their corporate power and authority  to
enter   into  the  Acquisition  Agreement  and  the  transactions
contemplated  thereby; (ii) the due authorization, execution  and
delivery   of,   and   the  validity  and  binding   effect   and
enforceability of, the Acquisition Agreement; (iii)  the  absence
of   certain  defaults,  violations  of  law  or  conflict   with
organizational  documents;  (iv) the  absence  of  the  need  for
material governmental consents; and (v) the absence of the use of
any  broker  in connection with the transactions contemplated  by
the Acquisition Agreement.

  Covenants.  The  Acquisition Agreement  contains  a  number  of
customary   and  transaction-specific  covenants  including   the
following:

  (a)  The General Partner has agreed, prior to the Closing  Date
or  the  earlier termination of the Acquisition Agreement, except
as  permitted  by  the Acquisition Agreement,  to  use  its  best
efforts  to cause each of AMI and the Partnership to operate  its
business only in the usual and ordinary course and not to  engage
in certain actions specified in the Acquisition Agreement. At the
request of Servico, the General Partner has taken off the  market
two  Inns  (one whose franchise was to have expired in  1997  and
would   have   required   capital   expenditures   estimated   at
approximately $1.8 million and franchise renewal fees of $78,500,
and one whose franchise expires in 2001) that the General Partner
had  earlier  determined to sell and had listed with brokers  for
sale.

  (b)  The  Partnership and the General Partner  have  agreed  to
provide Servico full access to its properties, books, records and
to use their reasonable best efforts to cause their employees and
agents  to  assist Servico in its investigation of  AMI  and  the
Inns.

  (c)  The  Partnership and the General Partner have  agreed  not
(i)  to directly or indirectly solicit, encourage or initiate any
negotiations with respect to any offer or proposal to acquire all
or  substantially all of the business and assets or capital stock
or  partnership interests of the Partnership, the General Partner
or AMI or (ii) to disclose any nonpublic information or any other
information  not  customarily disclosed to any person  or  entity
concerning  the  business  and assets  of  the  Partnership,  the
General  Partner and AMI. However, the Partnership,  the  General
Partner  and/or  AMI  may participate in such  negotiations  with
respect   to   any  unsolicited  offer  or  proposal   that   the
Partnership, the General Partner and/or AMI reasonably determines
is more favorable to the Limited Partners.

  Dissolution   of  the  Partnership.  Immediately,   after   the
closing.  the Partnership will wind up its affairs, dissolve  and
distribute  the  Purchase  Price  to  the  Limited  Partners   in
accordance with the Partnership Agreement and the Delaware Act.

  Conditions   Precedent  to  Consummation  of  the   Sale.   The
respective obligations of the parties to consummate the transactions
contemplated  by  the Acquisition Agreement are  subject  to  the
satisfaction   or   waiver,  where  permissible,   of   customary
conditions precedent and to the conditions that: (i) the  Limited
Partners  shall have approved the Acquisition Agreement  and  the
transactions  contemplated thereby and (ii)  Servico  shall  have
entered  into  a  binding  agreement  with  the  General  Partner
pursuant  to  which  Servico  will acquire  the  general  partner
interest  in  AMI and Servico or its designee will be substituted
and admitted as the general partner of AMI.

  The  respective  obligations of each party  to  consummate  the
transactions contemplated by the Acquisition Agreement are subject
to customary conditions precedent (such as the truth and accuracy
at  the time of Closing of the representations and warranties  of
the other party and the performance by the other party of actions
required to be performed by it at or prior to Closing).

  Termination.  The  Acquisition Agreement may be  terminated  at
any  time  prior  to the Closing Date, whether  before  or  after
approval  of the Proposal, by mutual written consent  of  Servico
and  the  Partnership or by either of Servico or the  Partnership
under certain circumstances, including if (i) the Closing has not
occurred  by  June 1, 1998 or (ii) the Special Meeting  has  been
held  and  the Limited Partners shall have failed to approve  the
Proposal.

  The  Acquisition Agreement may be terminated at any time  prior
to  the  Closing  Date, whether before or after approval  of  the
Proposal,  by either party under certain circumstances, including
if  any  of the representations or warranties of the other  party
are  not  in all material respects true and correct,  or  if  the
other  party  breaches  in  any  material  respect  any  covenant
contained   in   the   Acquisition   Agreement   and,   if   such
misrepresentation or breach is curable, it is  not  cured  within
ten business days after notice thereof, but in any event prior to
June 1, 1998.

  Survival    of   Representations   and   Warranties.  The
representations  and warranties of the Partnership,  the  General
Partner and Servico contained in the Acquisition Agreement  shall
terminate at the Closing.

  Expenses  and  Fees. Except as discussed below, each  party  will
bear  its  own expenses, including the fees and expenses  of  any
attorneys,  accountants  or  other  intermediaries,  incurred  in
connection  with  the Acquisition Agreement and the  transactions
contemplated  thereby. However, AMI will bear up to  $700,000  of
the  fees  and expenses payable by the Partnerships in connection
with the transactions.

  If  the Acquisition Agreement is terminated as the result of an
intentional  or willful breach by the Partnership or the  General
Partner  of  any  representation, warranty or covenant  contained
therein, then the Partnership will pay Servico an amount equal to
all   costs  and  out-of-pocket  expenses  (including  reasonable
attorneys' fees and advisors' fees), up to $300,000, incurred  by
Servico  in  connection with the Acquisition  Agreement  and  the
transactions contemplated thereby.

  If  the Acquisition Agreement is terminated as the result of an
intentional  or  willful breach by Servico of any representation,
warranty or covenant contained therein, then Servico will pay the
Partnership  an  amount  equal  to all  costs  and  out-of-pocket
expenses  (including  reasonable attorneys'  fees  and  advisors'
fees,  including  the fees and expenses of Furman  Selz),  up  to
$700,000,  incurred  by the Partnership, in connection  with  the
Acquisition Agreement and the transactions contemplated thereby.

  If  the  Acquisition Agreement is terminated by the Partnership
for  any  reason  other than the circumstances described  in  the
preceding  paragraph and at the time of such  termination,  there
exists  or there is proposed a competing transaction (as  defined
in  Section 7.8(d) of the Acquisition Agreement), then,  promptly
after  the  execution  of  any  agreement  with  respect  to  the
competing  transaction  (or,  if no agreement  is  executed,  the
consummation of the competing transaction), the Partnership  will
pay to Servico $1,000,000.

  Other  Agreements. Prime, which owns all of the  capital  stock
of  the  General  Partner, has entered  into  an  agreement  with
Servico  pursuant to which the General Partner will  form  a  new
subsidiary,  AMIOP  Acquisition Company, and transfer  to  the  new
subsidiary the General Partner's 1% general partnership  interest
in  AMI. At the Closing, Servico will acquire the stock of  AMIOP
Acquisition  Company  in  exchange for a  five  year  warrant  to
acquire  100,000 shares of Servico common stock  at  a  price  of
$18.00  per  share.  On  November  6,  1997,  the  business   day
immediately  preceding such agreement, the reported closing  sale
price of Servico common stock on the New York Stock Exchange  was
$16.00 per share and on March 27, 1998, the reported closing  sale
price of Servico common stock on the New York Stock Exchange  was
$21.25. As part of that transaction, the General Partner and Prime
will  waive  any  rights  that  they  may  have  to  receive  any
distribution by the Partnership of the proceeds of  the  sale  of
the Interest.

  Pursuant   to   a  consulting  contract  with  the  Partnership
originally  entered  into  in  1994,  S.  Leonard  Okin,  a  Vice
President and Director of the General Partner, has performed  for
the   Partnerships  functions  comparable  to  those  that  would
customarily  be  performed  by a chief  executive  officer  of  a
corporation.  Mr. Okin's consulting contract runs  from  year  to
year, is renewed each year for the next year if not terminated by
either  party,  and unless extended will expire on  December  31,
1998.  During  1998,  Mr. Okin's compensation  is  $140,232  plus
reimbursement  of certain expenses (which, in 1997,  amounted  to
$36,100)  and,  if the contract is not renewed  at  December  31,
1998,  Mr.  Okin is entitled to a severance payment  of  $35,058.
Under  the  Acquisition  Agreement,  Servico  (rather  than   the
Partnership) will pay the amounts due under Mr. Okin's consulting
contract.

  The  Plan. Immediately after the Closing, the Partnership  will
wind  up  its affairs and dissolve and as promptly thereafter  as
practicable will distribute the Purchase Price, net of (i) entity
level taxes payable by the Partnership with respect to operations
of  AMI between January 1, 1998 and the date of the Sale or  with
respect  to  the  Sale, (ii) the DMC Payment, and (iii)  expenses
payable  by  the Partnership out of the Purchase  Price,  to  the
Unitholders   in  accordance  with  the  Plan,  the   Partnership
Agreement  and  the Delaware Revised Uniform Limited  Partnership
Act (the "Liquidation Distribution"). Under the Plan, the General
Partner will waive its right to receive its distributive share as
general  partner,  under  the  Partnership  Agreement,   of   the
Liquidation Distribution.

   So  long as AMI owns the Inns or the Partnership owns AMI, the
Partnership's investment in the Inns will continue to be  subject
to  the risks generally incident to the ownership of real estate,
including those relating to the uncertainty of cash flow to  meet
fixed   obligations,   adverse  changes  in   national   economic
conditions,   adverse   changes  in  local   market   conditions,
construction of new hotels and/or the franchising by Holiday  Inn
of competitor hotels, changes in interest rates, the availability
of financing for operating or capital needs (including to finance
renewal of the Holiday Inn franchise agreements), changes in real
estate tax rates and other operating expenses, adverse changes in
governmental  rules and fiscal policies, acts of God  (which  may
result in uninsured losses), condemnation and other factors  that
are  beyond  the control of the General Partner, the Partnership,
AMI or W&H.

    Certain  administrative  functions  are  performed  for   the
Partnership  by  W&H.   Therefore, the  mailing  address  of  the
Partnership is c/o WHI, 4243 Hunt Road, Cincinnati,  Ohio   45242
(Telephone:  (513)  891-2920).   The operation  of  the  Inns  is
supervised from W&H's regional office at 301 West Lombard Street,
Baltimore, MD  21201.

   The  Transfer Agent for the Partnership is First Chicago Trust
Company  of  New  York.  Their address is P.O. Box  2536,  Jersey
City, New Jersey 07303-2536.

Competition

   The  hotel industry is highly competitive and each of the Inns
experiences  significant competition from other hotels,  some  of
which  are affiliated with national or regional chains (including
the  "Holiday Inn" system).   The number of available hotel rooms
in  certain  markets of the Inns have continued  to  increase  in
recent  years, and in many areas has reached levels in excess  of
peak  demand.  The Inns' success is in large part dependent  upon
their ability to compete on the basis of factors such as physical
condition  of  the  Inns,  access, location,  service,  franchise
affiliation, employees, marketing quality, reservation  services,
the  quality  and scope of food and beverage facilities,  meeting
room facilities and other amenities.

   The  demand  for lodging accommodations varies seasonally  and
from  one  part  of  the week to another, and is  dependent  upon
general  and local economic conditions.  In addition, the  demand
for  accommodations at a particular Inn may be adversely affected
by  government cutbacks, changes in travel patterns caused by the
relocation   of   highways  or  airports,  the  construction   of
additional  highways,  strikes,  weather  conditions,   and   the
availability and price of gasoline and energy or other factors.

Employees

   As  of  March  1,  1998, there are approximately  910  persons
employed  in  the  operation  of  the  Inns  (not  including  W&H
employees  engaged in management and supervision).  AMI  believes
its  relationships with its employees are satisfactory, and  that
the  Inns  have  a  number of core employees and key  supervisory
personnel  who  provide experienced labor and management  to  the
operations of the Inns.

ITEM 2.  PROPERTIES

   The Inns, each of which is franchised as a "Holiday Inn",  are
located   in   Maryland,  Pennsylvania  and   Connecticut.    The
franchises  with HHC expire, or were to have expired, on  various
dates  summarized in the following table.  Each of  the  Inns  is
located near an interstate highway or major traffic artery, or in
a   city's  business  district,  providing  both  visibility  and
accessibility  to  travelers.  All of the  Inns  contain  meeting
rooms  with sound equipment and banquet facilities.  Each of  the
Inns has on-site parking and a swimming pool.  Also, each of  the
Inns  contains a full service restaurant and lounge  which  offer
food  and  beverages  throughout the day.   The  following  table
presents certain information concerning the Inns:

<TABLE>
<CAPTION>
                               Year    Number      Franchise          Status of
Location                       Opened  of Rooms    Expiration Date    Ownership by AMI

<S>                            <C>      <C>        <C>                <C>
Maryland
Baltimore Inner Harbor         1964     375        Dec. 31, 2005      Land and building lease
Baltimore Washington
 International Airport         1973(2)  259        June 30, 1997(1)   Land and building lease
Frederick                      1963(3)  157        June 30, 1997(1)   Fee
Baltimore-Cromwell Bridge Rd.  1972     139        Dec. 31, 1997(1)   Fee
Baltimore-Moravia Road (4)     1974     139        Dec. 31, 1997(1)   Fee
Baltimore-Belmont Blvd.        1973     135        Dec. 31, 2001      Fee
Baltimore-Glen Burnie North    1973     128        Dec. 31, 1999      Land Lease
Baltimore-Pikesville (4) (5)   1963     108        June 30, 1997(1)   Fee

Pennsylvania
Lancaster-Route 30             1971     189        June 30, 1997(1)   Land Lease and Fee
Lancaster-Route 501 (4)        1964     160        June 30, 1997(1)   Land Lease
York-Market Street (4)         1964     120        June 30, 1997(1)   Land Lease
York-Arsenal Road              1970     100        Dec. 31, 1998      Fee
Hazleton (4)                   1969     107        June 30, 1997(1)   Fee

Connecticut
New Haven                      1965     160        June 30, 1997(1)   Fee
East Hartford                  1974     130        June 30, 1997(1)   Land and building lease

  Sub-total                           2,406

Baltimore-Glen Burnie So.      1965     100        June 30, 1997      Sold July 29, 1997

  Total                               2,506

(1) Franchise extended to May 9, 1998
(2)  96 room addition completed in 1985
(3)  63 room addition completed in 1985
(4) Listed for sale
(5) Subject to contract for sale

</TABLE>

The  terms of the leases (including options exercised)  expire
at  various  dates ranging from 2000 through 2024.  Some  of  the
leases contain purchase options to acquire title, with options to
extend  the  leases for terms varying from ten  to  forty  years.
Five  of the leases are subject to rental adjustments based  upon
inflation  indexes. The leases generally require AMI to  pay  the
cost of repairs, insurance, and real estate taxes.

  Each of the properties is subject to mortgage liens securing
the Priming Loan and the Mortgage Notes.  Each Mortgage Note is
cross-collateralized and secured by all of the Inns.  In
addition, the land and building under lease in the Baltimore
Washington International Airport Inn is subject to an additional
mortgage held by the Ground Lessor.

   The  following  table  represents  the  occupancy  percentage,
average daily rate (ADR), and revenue per available room (REVPAR)
achieved by each Inn for the years indicated:

<TABLE>
<CAPTION>
                                     1997                   1996                   1995
                            Occup.                  Occup.                 Occup.
Location:                     %      ADR    REVPAR    %     ADR    REVPAR    %     ADR    REVPAR
Maryland
<S>                         <C>    <C>      <C>     <C>    <C>     <C>     <C>    <C>     <C>
Baltimore Inner Harbor      67.9%  $103.25  $70.11  66.3%  $95.02  $63.01  67.5   $87.52  $59.06
Balt. Washington
  Int'l Airport             73.5%  $ 83.20  $61.13  72.4%  $78.08  $56.50  68.5%  $73.23  $50.20
Frederick                   61.6%  $ 54.05  $33.31  60.4%  $54.52  $32.96  59.6%  $54.61  $32.53
Balt.-Cromwell Bridge Road  63.9%  $ 72.70  $46.43  61.1%  $69.89  $42.71  58.4%  $65.65  $38.31
Balt.-Moravia Road          50.8%  $ 50.01  $25.39  43.8%  $47.99  $21.02  49.9%  $41.89  $20.89
Balt.-Belmont Blvd.         51.2%  $ 61.21  $31.33  53.6%  $57.73  $30.92  56.9%  $52.32  $29.78
Balt.-Glen Burnie N.        63.1%  $ 66.40  $41.92  65.3%  $59.24  $38.68  56.5%  $58.25  $32.94
Balt. Glen Burnie S.
  (Sold 7/29/97)            69.3%  $ 56.68  $39.98  75.4%  $53.28  $40.18  77.2%  $48.32   $37.29
Balt.-Pikesville            57.9%  $ 64.50  $37.31  58.4%  $59.10  $34.51  57.8%  $51.28   $29.63
Pennsylvania
Lancaster-Route 30          53.7%  $ 70.35  $37.80  59.6%  $67.20  $40.06  60.8%  $63.45  $38.60
Lancaster-Route 501         55.2%  $ 60.25  $33.27  58.1%  $59.86  $34.75  60.7%  $56.94  $34.56
York-Market                 50.7%  $ 54.15  $27.43  43.1%  $56.50  $24.37  45.9%  $56.86  $26.12
York-Arsenal                54.6%  $ 56.98  $31.11  50.9%  $57.67  $29.34  55.3%  $57.51  $31.79
Hazleton                    56.8%  $ 56.36  $32.03  53.8%  $56.36  $30.31  56.6%  $53.07  $30.04
Connecticut
New Haven                   69.6%  $ 76.73  $53.43  65.2%  $70.78  $46.17  70.3%  $65.76  $46.21
East Hartford               71.1%  $ 69.36  $49.33  64.2%  $68.37  $43.89  64.7%  $62.79  $40.65
</TABLE>

Item 3.  Legal Proceedings

   In  the  ordinary course of business, the Partnership and  AMI
are named as defendants in lawsuits relating to the operation  of
the Inns, principally involving claims for injury alleged to have
been sustained in or near the Inns or for damages alleged to have
been  incurred  in  business  dealings  with  AMI  or  others  in
connection  with the Inns.  Such claims are generally covered  by
insurance.    Claims   not  covered  by   insurance   have   not,
individually or in the aggregate been material.

Item 4.  Submission of Matters to a Vote of Unitholders

   No  matter  was  submitted  during  1997  to  a  vote  of  the
Unitholders  of the Partnership.  During 1997, a Special  Meeting
was  called and a proxy solicitation was mailed by DMC on  behalf
of certain dissident Unitholders.  During 1998, a Special Meeting
has  been called for April 30, 1998 to consider the Proposal  and
the DMC Payment.  Please see Item 1 above.

                             PART II

Item 5.  Market for Registrant's Units and Related Unitholder
Matters

   (a)  From the time of the initial public offering through June
19,  1997,  Depository Receipts evidencing the Units ("Depository
Receipts")  were  traded  on the New  York  Stock  Exchange  (the
"NYSE").  Effective before the opening of the market on June  20,
1997,  the Depository Receipts were delisted by the NYSE  because
the  aggregate market value of the Units, the three-year  average
net  income of the Partnership and the net tangible assets of the
Partnership  available  to  the  Units  fell  below  the   NYSEs
continued listing criteria.  From June 20, 1997 through  July  8,
1997,  the Units were traded by brokers who made a market in  the
Depository  Receipts  and  since July  9,  1997,  the  Depository
Receipts have been traded on the Over the Counter Bulletin  Board
(the  "OTCBB") under the ticker symbol "PMPI".  Set  forth  below
for  each  quarter  since January 1, 1996 are the  high  and  low
reported  sale  price  per Depository Receipt  on  the  NYSE  (as
reported  in The Wall Street Journal) through June 19, 1997,  the
high  and  low reported price quoted by brokers (as  reported  by
National  Quotation Bureau, LLC) from June 20, 1997 through  July
8,  1997,  and the reported high ask and low bid price quoted  on
the  OTCBB (as reported by IDD Informational Services, Tradeline)
since July 9, 1997.

<TABLE>
<CAPTION>
  1996                                 High Ask       Low Bid
    <S>                                  <C>            <C>
    First Quarter                        13/16          7/16
    Second Quarter                       1-1/8          9/16
    Third Quarter                        1              5/8
    Fourth Quarter                       15/16          5/8

  1997:
    First Quarter                        1              5/8
    Second Quarter (through June 19)     1              9/16
    Second Quarter (from June 20)        1              1/2
    Third Quarter (through July 8)       1              3/4
    Third Quarter (from July 9)          2-1/2          3/8
    Fourth Quarter                       2-15/16        1-3/4

</TABLE>

  (b)  On February 27, 1998, there were 533 holders of record of
the Partnership's Units.

  (c)  No dividends have been declared or distributed since  the
second  quarter of 1990 (the last complete quarter before Prime's
bankruptcy).  The Partnership's cash flow, which is dependent  on
revenues  from  operations of the Inns, has been insufficient  to
maintain  quarterly distributions.  In addition, the  Partnership
cannot  make  any distributions to Unitholders until the  Priming
Loan  is  repaid, and then only so long as Mortgage Note payments
are maintained and proper reserves are funded as required.

Item 6.  Selected Financial Data
<TABLE>
<CAPTION>
                           1997(a)     1996(a)     1995(a)     1994(a)     1993(a)
                                    (in thousands except per Unit amounts)
Operating Data:
<S>                      <C>         <C>         <C>         <C>         <C>
Total revenues (b)       $ 50,352    $ 49,584    $ 47,469    $ 44,173    $ 46,261
Net loss                   (3,330)     (2,188)     (2,280)     (4,673)     (1,215)
Net loss allocable
 to limited partners       (3,297)     (2,166)     (2,257)     (4,626)     (1,203)

Per Unit loss allocable
  to limited partners        (.82)      (0.54)      (0.56)      (1.16)      (0.30)

Balance Sheet Data:
Total assets             $ 51,707    $ 53,972    $ 57,001    $ 60,673    $ 64,009
Long-term debt, net
 of current maturities     63,544      65,691      65,645      66,627      65,912
Partners' deficit        $(21,251)   $(17,921)   $(15,733)   $(13,453)   $ (8,780)
</TABLE>

(a)   As a result of the fact that W&H's system of accounting for
  all properties under its management, operates under a 52/53 week
  year  (1992 through 1995 were 52 week years, 1996 was a 53 week
  year  and  1997 is a 52 week year), that closes for bookkeeping
  purposes on that Friday which is most proximate to December 31 of
  any given year, the financial year of AMI for 1997 ended January
  2, 1998; for 1996 ended January 3, 1997; for 1995 ended December
  29, 1995; for 1994, December 30, 1994; and for 1993, December 31,
  1993.

(b)    Includes  $362,000,  $361,000,  $374,000,  $341,000,   and
  $304,000 for the years ended December 31, 1997, 1996, 1995, 1994
  and  1993, respectively, of other income (principally  interest
  income).  In addition, it includes $1,025,000 and $4,389,000 for
  the years ended December 31, 1995 and 1993, respectively, of non-
  recurring  revenue  from  the  settlement  of  claims  by   the
  Partnerships  against  Prime and AMI Management  in  the  Prime
  bankruptcy.

The Inns' room statistics are as follows:
<TABLE>
<CAPTION>
                       1997                     1996                     1995
                             Average                  Average                  Average
               Occupancy   Daily Room   Occupancy   Daily Room   Occupancy   Daily Room
               Percentage     Rate      Percentage     Rate      Percentage     Rate
<S>               <C>        <C>           <C>        <C>           <C>        <C>
1st Quarter       48.9%      $66.94        45.3%      $63.76        47.8%      $59.84
2nd Quarter       70.0%      $73.95        68.7%      $69.50        69.4%      $64.74
3rd Quarter       72.8%      $75.01        72.4%      $71.44        72.2%      $67.06
4th Quarter       55.6%      $72.64        57.2%      $67.54        56.8%      $62.51
Full Year         61.8%      $72.56        60.8%      $68.53        61.6%      $63.95

</TABLE>

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

Financial Condition

  Until the end of September, 1997, it had been the intention  of
AMI  to  continue to operate the Inns as going concerns. In  late
September,  the  General Partner entered into  negotiations  with
Servico  for the Sale of the Interest and, on November  7,  1997,
entered  into  an acquisition agreement amended as of  March  12,
1998, for such Sale. If the Sale is consented to by a majority of
the  Unitholders,  the Partnership's interest in  the  Inns  will
terminate  at  the Closing and the Partnership will be  dissolved
and liquidated.

  AMI  sold the Glen Burnie South Inn in July, 1997, has  entered
into  a  purchase contract for the Baltimore Pikesville Inn,  has
listed  for  sale the Baltimore-Moravia Road, Lancaster-Rt.  501,
York-Market  Street and Hazleton Inns, and had intended  to  sell
(but,  at  the request of Servico, has taken off the market)  the
Baltimore-Belmont  and Frederick Inns. These  Inns  are  "highway
oriented"  properties that, having exterior corridors  and  being
older  properties, have a dated appearance and are either  losing
money or, in the opinion of the General Partner, will not produce
a sufficient return to justify the costs to complete the PlPs and
the franchise fees for renewal of their "Holiday Inn" franchises.
As  with  the  sale of the Glen Burnie South Inn,  the  net  sale
proceeds  of these Inns will be applied to reduce the outstanding
principal  balance of the Priming Loan and Mortgage Note, as
required by the Priming Loan and Mortgage Note Agreements.

  So   long   as   the   Partnership  owns  the   Interest,   the
Partnership's investment in the Inns continues to be  subject  to
the  risks  generally incident to the ownership of  real  estate,
including those relating to the uncertainty of cash flow to  meet
fixed   obligations,   adverse  changes  in   national   economic
conditions,   adverse   changes  in  local   market   conditions,
construction  of  new  hotels and/or the franchising  by  HHC  of
competitor hotels, changes in interest rates, the availability of
financing  for operating or capital needs (including  to  finance
any   PlPs  and  the  renewal  of  the  "Holiday  Inn"  franchise
agreements), the availability of suitable franchise affiliations,
changes  in  real estate tax rates and other operating  expenses,
adverse  changes in governmental rules and fiscal policies,  acts
of  God (which may result in uninsured losses), condemnation  and
other factors that are beyond the control of the General Partner,
the Partnership, AMI or W&H.

Results of Operations

   The  Partnership derives its income from its 99%  interest  in
AMI,  whose income is generated from the operations of the  Inns.
AMI receives all lodging and other revenues derived from, and  is
responsible for the payment of all expenses directly attributable
to,  the  operation of the Inns.   Set forth below is information
as  to  lodging  and  food  and beverage  revenues  and  expenses
generated from the operations of the Inns (in thousands):

<TABLE>
<CAPTION>
                               1997      1996      1995
<S>                         <C>         <C>       <C>
Operating revenues:
    Lodging                 $ 40,852    39,488    36,668
    Food & beverage            9,138     9,735     9,402
    Totals                    49,990    49,223    46,070

Direct operating expenses
    Lodging                    9,622     9,462     8,998
    Food & beverage            7,827     8,112     7,809
    Marketing                  3,521     3,500     3,334
    Utilities                  2,896     3,053     2,956
    Repairs & maintenance      3,600     3,680     3,490
    Rent                       1,304     1,316     1,317
    Insurance                    771       705       630
    Property taxes             1,395     1,382     1,380
    Other                      8,644     8,369     7,718
    Totals                    39,580    39,579    37,632

Operating revenues in
    excess of direct
    operating expenses      $ 10,410   $ 9,644   $ 8,438
</TABLE>

    Total  revenues  increased  to  $50,352,000  in  1997,   from
$49,584,000  in  1996  and $47,469,000 in  1995  (including  non-
recurring  income  of $1,025,000 in 1995 from the  settlement  of
claims  by  the Partnerships against Prime and AMI Management  in
the    Prime   Bankruptcy   (the   "Prime   Settlement")).    The
Partnerships' net loss for the year ended December 31,  1997  was
$3,330,000   (which  includes  an  expense  for  accrued   shared
appreciation of $4,500,000 and $1,011,000 of a gain on  the  sale
of the Glen Burnie South Inn).  Net income before the expense for
accrued  shared  appreciation and the gain on sale  of  the  Glen
Burnie  South  Inn was $159,000, as compared to a net  loss  from
operations of $2,188,000 for the year ended December 31, 1996 and
a  loss  of  $2,280,000 (which includes non-recurring  income  of
$1,025,000 from the Prime Settlement) for the year ended December
31,  1995.   The  following  table compares  the  room  revenues,
occupancy percentage levels and ADR for the years indicated:


<TABLE>
<CAPTION>
                                    1997      1996      1995
<S>                                <C>       <C>       <C>
Lodging revenues (in thousands)    40,852    39,488    36,668
Occupancy percentage                61.8%     60.8%     61.6%
ADR                                 72.56     68.53     63.95

</TABLE>

  The  continued increase in the ADRs at the  Inns  has  been
accomplished by attracting and maintaining the higher ADR  market
segments   (hotel  guests  categorized  as  individual  business,
leisure and government guests, etc. and groups such as corporate,
association, tours, crews, etc.).  Attracting and maintaining the
higher  ADR segments has been accomplished by increased marketing
and  sales  promotions and the attractiveness of the  Inns  as  a
result  of the capital improvement program completed in 1994  and
the  continuation of capital improvements during 1995,  1996  and
1997.   In  attracting the market segments with higher  ADR,  the
Inns have had to remove most of their lower ADR market segments (such
as  airline crews and tour groups).  The repositioning of  market
segment   business   contributed  to  the  slight   declines   in
occupancies over 1995 and 1996.  However, in 1997, the Inns  were
able to increase their occupancy 1.0% to 61.8%, compared to 60.8%
in  1996.   The  increase  in occupancy was  reflective  of  fair
weather  conditions in the first quarter of 1997 as  compared  to
the  harsh  winter  weather in the first  quarter  of  1996.   In
addition,  the Inns were able to increase rooms occupied  due  to
the  stable  and growing economic conditions and the increase  in
business  and leisure travel during 1997.   Since there continues
to  be intense competition in the geographic areas where the Inns
are located, the Partnerships and W&H believe occupancy levels at
the Inns will not substantially increase over the next year. This
is  partially due to the fact that approximately one-third of the
Inns are "highway oriented" location properties (which in general
have  lagged behind in demand, as compared to midscale and urban,
suburban  and airport location properties).  Also, these "highway
oriented"  Inns have an external dated appearance  due  to  their
age, which contributes to their median occupancy levels.

   Food  and  beverage revenues in 1997 decreased  to  $9,138,000
from  $9,735,000 in 1996 and $9,402,000 in 1995.  The decline  is
partially attributable to the loss in food and beverage sales  in
the fourth quarter of 1997 (approximately $90,000), from the sale
of the Glen Burnie South Inn. During the third and fourth quarter
of  1997,  breakfast, lunch, dinner and banquet revenues declined
substantially,  largely  as a result of  the  Inns  inability  to
retain  their  respective share of the food and beverage  market,
due  to increased restaurant and bar competition. The decline  in
banquet  revenues was partially offset by increased meeting  room
business,   which  tends  to  generate  more  lodging   business,
reflected  in  increased occupancies (and the increased  revenues
from  that use) by the higher rated market segments that the Inns
have attracted.

      Direct  operating  expenses in 1997  were  $39,580,000,  as
compared  to  $39,579,000 in 1996 and $37,632,000 in  1995.   The
increase  in  lodging expenses is reflective of  increased  labor
costs  and   increases in expenses that are incurred in servicing
the  higher  rated  market segments, such as  complimentary  room
amenities,  travel agent commissions, and guest  supplies.   Food
and  beverage  expenses decreased, primarily as a result  of  the
decrease  in  food  and beverage sales.  Increases  in  marketing
expenses,  such  as advertising costs and hotel promotions,  were
incurred  in  an effort to attract and maintain the higher  rated
market segments.  The utility costs decreased in 1997 as a result
of  the  milder  weather as compared to  1996.   The  repair  and
maintenance  costs  decreased in 1997  over  1996,  although  the
repairs and maintenance costs were reflective of the age  of  the
Inns.   Insurance  costs increased due to general  liability  and
property  insurance  rate  increases.   The  increases  in  other
expenses,  included in direct operating expenses, reflect  higher
administrative  and  general expenses directly  incurred  in  the
operations  of the Inns, such as administrative labor, employment
and  training costs, protection expense, and in costs  that  vary
with  revenues,  such as franchise fees paid to  HHC,  management
fees paid to W&H, and credit card commissions.

   Other  general and administrative costs increased due  to  the
additional  time  and  expense  incurred  with  respect  to   the
franchise  renewals, review and negotiations  of  the  PIP's  and
related  costs and financing, the Servico transaction  and  other
matters.  Depreciation and amortization expense decreased in 1997
due  to  assets becoming fully depreciated in 1996.  In addition,
property and equipment expenditures decreased in 1997 as a result
of  the  negotiations with HHC over the PIPs.   Interest  expense
decreased  in 1997 as a result of the lower principal  amount  of
the   Tranche  A  portion  of  the  Priming  Loan  following  the
application of the net proceeds from the sale of the Glen  Burnie
South Inn in July, 1997 to reduction of the Tranche A Loan.   For
1997, the Partnerships recorded $4,500,000 as additional interest
and  incentive management fees under the Restated Loan  Agreement
and the W&H Management Agreement.

Liquidity and Capital Resources

  The changes in cash and cash equivalents are summarized as
follows:

<TABLE>
<CAPTION>
                                              1997       1996       1995
<S>                                         <C>        <C>        <C>
Net cash provided by operating activities   $ 2,807    $ 2,317    $ 2,092
Net cash used in investing activities          (456)    (2,275)    (2,668)
Net cash used in financing activities        (2,196)         -          -

Net increase (decrease) in cash
   and cash equivalents                         155         42       (576)
</TABLE>

   In  1995,  cash provided by operating revenues  exceeded  cash
used  for operating expenses of the Inns and of the Partnerships,
resulting in net cash being provided by operating activities.

   Net  cash used in investing activities was $2,668,000 in 1995,
of  which  $2,423,000 was utilized for capital  improvements  and
refurbishments  and  $245,000 of  increases in  restricted  cash.
The  restricted  cash accounts included the net increase  in  the
FF&E  Reserve  of  $221,000  (funding  plus  interest  earned  of
$2,337,000 less capital expenditures of $2,116,000) and increases
of $24,000 in the interest reserve and tax escrow accounts.

   AMI borrowed $1,200,000 under the Tranche B Loan to supplement
operating  cash  flow deficiencies during the  first  quarter  of
1995.   The entire Tranche B Loan was repaid from excess  working
capital during the second quarter of 1995.

      In  1996, cash from operating activities exceeded cash used
for operating expenses of the Inns and of the Partnerships, which
resulted in net cash being provided by operating activities.

   Cash  used  in  investing activities was $2,275,000  in  1996,
which included $1,880,000 of additions to property and equipment,
and  $395,000  of increases in restricted cash.   The  restricted
cash  accounts included the net increase in the FF&E  Reserve  of
$364,000  (funding  plus  interest  earned  of  $2,517,000,  less
capital  expenditures of $2,153,000) and increases of $31,000  in
the interest reserve and tax escrow accounts.

   The  Partnerships borrowed $1,600,000 under the Tranche B Loan
to  supplement operating cash flow deficiencies during the  first
quarter  of  1996.   The entire Tranche B Loan  was  repaid  from
excess  working capital prior to the end of the third quarter  of
1996.

   In 1997, cash from operating activities exceeded cash used for
operating  expenses  of the Inns and of the  Partnerships,  which
resulted in net cash being provided by operating activities.  Net
cash  provided  by  operating activities increased  in  1997,  as
compared  to  1996,  as  a  result  of  increased  revenues  from
operations.

   Cash  used in investing activities was $456,000 in 1997, which
included  additions to property and equipment of  $1,519,000  and
increases  in restricted cash of $1,176,000, offset  by  the  net
proceeds  from  the  sale  of  the  Glen  Burnie  South  Inn   of
$2,239,000.   The  restricted  cash  accounts  included  the  net
increase  in the FF&E Reserve of $970,000 (funding plus  interest
earned of $2,604,000 less capital expenditures of $1,634,000) and
increases  of  $206,000 in the interest reserve  and  tax  escrow
accounts.

   Net  cash  used in financing activities totaled $2,196,000  in
1997,  from  the payment to the Tranche A portion of the  Priming
Loan  from the net proceeds of the sale of the Glen Burnie  South
Inn.   AMI  borrowed  $1,600,000 under  the  Tranche  B  Loan  to
supplement  operating  cash flow deficiencies  during  the  first
quarter  of  1997.   The entire Tranche B Loan  was  repaid  from
excess working capital prior to the end of the second quarter  of
1997.

   Until  the  Priming  Loan is paid in  full,  no  principal  is
required  to  be paid on the Mortgage Notes from operating  cash.
In  1992 and 1993, interest on the Mortgage Notes was payable  at
7%  per  annum; in 1994, at 8% per annum; and after 1994, at  10%
per  annum  (including on the Deferred Amount).  The  outstanding
principal  amount  of  the Mortgage Notes  has  been  reduced  by
$8,827,000  from the proceeds of the Prime Settlement ($3,419,000
during 1992, $4,383,000 during 1993, and $1,025,000 during 1995).

   The  Partnerships' ongoing cash requirements are  for  working
capital, debt service and the funding of required reserves.   The
Partnerships' source of liquidity is the operations of the  Inns,
which  during  the winter months have been insufficient  to  fund
working  capital,  debt service and required reserves.   AMI  may
however, borrow up to $2,500,000 of the Tranche B portion of  the
Priming Loan for operating cash deficiencies, but must repay  any
amount  borrowed, if for any month cash on hand  exceeds  working
capital requirements, as defined in the Priming Loan.  There were
no Tranche B borrowings outstanding as of December 31, 1997, 1996
and 1995.  Approximately $989,000 of working capital cash was  on
hand as of December 31, 1997.

   Presently the Partnerships have a capital replacement  reserve
of  approximately $2,165,000, which is available only for capital
improvements  and refurbishments.  Beginning in  1993,  the  FF&E
Reserve  was required under the Priming Loan, to be funded  on  a
monthly basis at 1.5% of revenues.  The required funding  of  the
FF&E  Reserve  increased  to  4% of  revenues  in  1994,  and  5%
thereafter.   The interest reserve account contains approximately
$658,000.   The interest reserve account was established  through
the  initial Priming Loan, and, at the option of the Lenders, may
be  used  to  cure  any  default  under  the  Priming  Loan.   No
additional funding to the interest reserve is required under  the
Priming Loan.

   No  distributions can be made to Unitholders until the Priming
Loan  is  paid in full, proper required reserves are  maintained,
and  proper payments are made on the Mortgage Notes, which  would
include  principal reduction.  There is no guarantee  that  there
will ever be excess cash for such distributions to Unitholders.

   As indicated under Item 1, "Business," the General Partner and
AMI  have been unable to arrange financing necessary for  renewal
of the "Holiday Inn" franchises that were to have expired in 1997
and  the  General Partner beleives that sale of the Partnership's
Interest,  or  the sale of the Inns, is the only  alternative  to
loss  of the "Holiday Inn" franchises for many of the Inns and  a
consequent  Event of Default under the Priming Loan and  Mortgage
Notes  (which  the  General  Partner  beleives  will  result   in
foreclosure  on the Inns and the loss of the Unitholder's  equity
in  the Partnership.  Accordingly, the Partnership has contracted
to sell the Interest to Servico, Inc. and anticipates closing the
Sale during early 1998 and liquidating.

    Under   the   Internal  Revenue  Code,  a   publicly   traded
partnership, such as the Partnership, is taxable as a corporation
unless  it  satisfies  certain conditions.  However,  subject  to
various limitations, publicly traded partnerships in existence on
December  17,  1987  were generally exempt  from  taxation  as  a
corporation  until  after 1997.  If the Partnerships'  operations
continue as described herein, the Partnership should not be taxed
as  a  corporation until after 1997.  However, a publicly  traded
partnership which adds a substantial new line of business is  not
eligible  for such exemption and it is possible that the Internal
Revenue  Service  could  contend that the Partnership  should  be
taxed  as a corporation after November 29, 1990, the date of  the
termination of the Lease.  If the Partnership were taxable  as  a
corporation,  its  operating  losses  should  eliminate  any  tax
liability for some time.

   Effective on January 1, 1998, the Partnership would be treated
as  a  corporation  for Federal income tax purposes,  unless  the
Partnership  made  an  election to be  treated  as  an  "electing
partnership".  As an electing partnership, the Partnership  would
still be treated as a partnership for Federal income tax purposes
but would be subject to a 3.5% tax on all gross income earned  by
the Partnership.  The General Partner made this election in 1998.

Item 8.   Financial Statements and Supplementary Data

   See Index to Financial Statements and Financial Schedules
included in Item 14(a).

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

    Certain  information  is  set  forth  below  concerning   the
directors and officers of the General Partner, each of  whom  has
been  elected or appointed to serve until his successor  is  duly
elected and qualified.  The Unitholders of the Partnership do not
have  voting rights with respect to the election of directors  of
the General Partner.

                                 Present Position with the General Partner
Name                 Age         and Business Experience for Past Five Years

S. Leonard Okin      64            Vice  President and Director  of
                                 the   General  Partner  since   inception;
                                 Managing  Director of the General  Partner
                                 since January 1, 1994; Vice President  and
                                 Director   of   First   American    Realty
                                 Associates, Inc., (mortgage brokers)  from
                                 prior to 1989 to December 31, 1993 (1).

Robert A. Familant   46          Director of the General  Partner
                                 since  August  19, 1994; Treasurer/CEO  of
                                 Progressive  Credit Union  (credit  union)
                                 since prior to 1989 (2).

Seymour G. Siegel    55          Director of the General  Partner
                                 since  November  21,  1994;  President  of
                                 Siegel Rich, Inc. (consulting firm)  since
                                 January  1, 1994; Senior Partner  of  M.R.
                                 Weiser & Co. (accounting firm) from  prior
                                 to 1989 (3).

(1)   In 1994, with the approval of the Lenders, Mr. Okin entered
  into  a Consulting Services Agreement (the "Consulting Services
  Agreement") with the Partnerships and the General Partner, giving
  him  authority to make day to day operating decisions  for  the
  Inns, and for the purposes hereof will be referred to as Managing
  Director  of  the  General  Partner.   First  American   Realty
  Associates, Inc. had performed mortgage brokerage services  for
  Prime.

(2)  Mr. Familant was elected and approved as an outside Director
  of the General Partner effective August 19, 1994.

(3)   Mr.  Siegel was elected and approved as an outside Director
  of the General Partner effective November 21, 1994.

   Under  the  Consulting Services Agreement,  Mr.  Okin,  as  an
independent  contractor, performs on behalf of  the  Partnership,
AMI  and the General Partner, the services normally performed by,
and  exercises  the authority normally assumed or undertaken  by,
the  chief  executive officer of a corporation.   The  Consulting
Services  Agreement  was  effective  December  1,  1994   through
December 31, 1995, and has been extended on a yearly basis for  a
current term ending December 31, 1998.  Unless the parties or the
Lenders   exercise  their  rights  to  terminate  the  Consulting
Services  Agreement,  it  will  be  extended  automatically   for
successive   twelve-month  periods.   The   Consulting   Services
Agreement  is  terminable, among other things, by 30  days  prior
written  notice from the Partnership, AMI, or the General Partner
to  Mr. Okin of their election not to renew the agreement at  the
expiration of the initial or any renewal term; for cause;  by  60
days prior written notice from Mr. Okin to the General Partner of
Mr.  Okin's  election at any time to terminate the agreement;  at
any  time  by  Mr. Okin if the Partnership, AMI and  the  General
Partner  for  any  reason  are not  able  to  maintain  in  place
specified  liability insurance coverage for Mr.  Okin;  and  upon
foreclosure by the Lenders on substantially all of the assets  of
the  Partnerships, by notice from the Lenders to Mr.  Okin  given
within ten days of such foreclosure.

Item 11.  Executive Compensation

   As  the  only  person performing services to the  Partnerships
comparable to the services of an officer, Mr. Okin is required to
devote  substantial time and effort to manage  the  Partnerships.
The  following table sets forth Mr. Okin's compensation  paid  in
respect  of  the fiscal years ended December 31, 1997,  1996  and
1995.

<TABLE>
Summary Compensation Table:
<CAPTION>
Name and                                         Other Annual   Long Term     All Other
Principle Position  Year  Salary ($)  Bonus ($)  Compensation  Compensation  Compensation

<S>                 <C>    <C>         <C>          <C>           <C>           <C>
S. Leonard Okin     1997   $133,560    $     -      $    -        $    -        $    -
                    1996   $126,000    $     -      $    -        $    -        $    -
                    1995   $120,000    $     -      $    -        $    -        $    -
</TABLE>

   Mr.  Okin  receives compensation as Managing Director  of  the
corporate  General  Partner.   In  addition,  Mr.  Okin  received
reimbursement for out-of-pocket expenses in 1997, 1996  and  1995
totaling approximately $36,100, $27,300 and $27,500, respectively
(for  office  rent,  secretarial  services,  utilities,  airfare,
postage, office supplies, etc.) and $19,000, $18,500 and  $6,250,
respectively, for attendance at board meetings.

   Directors  are currently paid a fee of $1,000 for  each  Board
meeting attended in New York and $1,500 for each meeting  out  of
town,   plus  out  of  pocket  expenses  incurred  for  attending
meetings.

   Beginning in 1996, the Partnerships have retained the services
of  Siegel  Rich,  Inc., a consulting firm in  which  Seymour  G.
Siegel is a shareholder.  In 1996 and 1997, the Partnerships paid
Siegel   Rich,   Inc.,   approximately   $16,000   and   $44,000,
respectively.

Item 12.  Securities Ownership of Certain Beneficial Owners and
Management

     The following table sets forth, as of December 31, 1997, the
number  of  Units  owned by the officers  and  directors  of  the
General  Partner and by all persons owning of record or,  to  the
knowledge  of the Partnership, beneficially more than 5%  of  the
outstanding Units.  The General Partner does not own any Units.

<TABLE>
<CAPTION>
                                   Ownership of Units
                               Number      Total      Percentage
                              of Units    of Units    of Units
Name & Address of Owner         Held       Held       Outstanding
<S>                            <C>         <C>          <C>
S. Leonard Okin
c/o Prime-American
Realty Corp.
P.O. Box 230
Hawthorne, NJ 07507-0230       1,000       1,000        0.025%

Jerome & Marcella Yunger,
as Trustees
5039 Mesa View Drive
Las Vegas, NV 89120          174,800

Roxanne Rose Yunger
5039 Mesa View Drive
Las Vegas, NV 89120          129,400    304,200 (1)     7.605% (1)

Martin W. Field
251 West Dekalb Pike
King of Prussia, PA 19406     50,000

Martin W. &
Kathleen P. Field
251 West Dekalb Pike
King of Prussia, PA 19406    151,500    201,500 (2)     5.0375% (2)

Jerome S. Sanzo
1127 High Ridge Road
Stamford, CT 06905             5,000    206,500 (3)     5.1625% (3)

</TABLE>

(1)Includes 174,800 Units held of record by Mr. & Mrs. Yunger  as
   Trustees of the Jerome J. and Marcella M. Yunger Family  Trust
   and  129,400 Units held of record by Roxanne Rose Yunger.  The
   Partnership  has  no knowledge as to the beneficial  ownership
   of such Units.

(2)Includes 50,000 Units held of record by Martin W. Field and
   151,500 Units held of record by Martin W. Field and Kathleen
   P. Field.

(3)Includes 50,000 Units held of record by Martin W. Field,
   151,500 Units held of record by Martin W. Field and Kathleen
   P. Field and 5,000 Units held of record by Jerome S. Sanzo as
   a "Group" (within the meaning of Rule 13d-5(b) (1)).

Item 13.  Certain Relationships and Related Transactions

   During 1997, 1996 and 1995, Mr. Okin as Managing Director  and
Officer  of the General Partner, received $190,160, $171,800  and
$153,750, respectively, as cash compensation for his services and
reimbursement of  expenses.  During 1996 and 1997,  Siegel  Rich,
Inc.,  a  consulting  firm  in  which  Seymour  G.  Siegel  is  a
shareholder,   was  paid  approximately  $16,000   and   $44,000,
receptively, for services to the Partnerships.  See Item  10  and
11 above.

                             PART IV

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

     (a)  1. Financial Statements

          2. Financial Statement Schedules

             The Financial Statements listed in the
             accompanying index on page 30 to financial
             statements are filed as part of this Form 10-K.

          3. Exhibits

          (2) (b)  Agreed order of the Florida Bankruptcy
                   Court approving rejection of the Lease,
                   the Guarantee and a related agreement included as
                   Exhibit (2) (b) to the Partnership's 1990 Annual
                   Report on Form 10-K is incorporated herein by reference.

          (3) (a)  Amended and Restated Agreement of  Limited
                   Partnership of the Partnership included
                   as Exhibit 3.1 to the Partnership's Registration
                   Statement on Form S-1 (No. 33-9595) (The "Registration
                   Statement") is incorporated herein by reference.

          (3) (b)  Certificate of Limited Partnership of  the
                   Partnership included as Exhibit 3.2 to
                   the Registration Statement is incorporated herein by
                   reference.

          (3) (c)  Amended and Restated Agreement of Limited
                   Partnership of Operating Partners,
                   included as Exhibit 3.3 to the Registration
                   Statement is incorporated herein by reference.

          (3) (d)  Certificate of Limited Partnership of
                   Operating Partners included as Exhibit
                   3.6 to the Registration Statement is incorporated
                   herein by reference.

          (4) (a)  Form of Deposit Agreement included as
                   Exhibit 10.8 to the Registration
                   Statement is incorporated herein by reference.

          (10) (a) Form of Lease included as Exhibit 10.1
                   to the Registration Statement is
                   incorporated herein by reference.

          (10) (b) Form of Management Agreement included as
                   Exhibit 10.2 to the Registration
                   Statement is incorporated herein by reference.

          (10) (c) Form of Purchase and Sale Agreement
                   included as Exhibit 10.3 to the
                   Registration Statement is incorporated
                   herein by reference.

          (10) (d) Form of Note Purchase and Loan Agreement
                   included as Exhibit 10.4 to the
                   Registration Statement is incorporated herein by
                   reference.

          (10) (e) Form of Service Contract
                   included as Exhibit 10.5 to the Registration
                   Statement is incorporated herein by reference.

          (10) (f) Form of Undertaking included as Exhibit
                   10.6 to the Registration Statement is
                   incorporated herein by reference.

          (10) (g) Form of Guaranty included as Exhibit
                   10.7 to the Registration Statement is
                   incorporated herein by reference.

          (10) (h) Management Agreement among AMI Operating
                   Partners, L.P. ("Operating Partners"),
                   Sixteen Hotels, Inc. ("Sixteen Hotels"), and
                   Winegardner & Hammons, Inc. ("W&H"), as Manager, dated
                   January 4, 1990, included as Exhibit (10) (h) to the
                   Partnership's 1990 Annual Report on
                   Form 10-K is incorporated herein by reference.

          (10) (i) Sixth Amendment to the Replacement
                   Management Agreement among Operating
                   Partners Sixteen Hotels, Inc. and W&H, as
                   Manager, to be effective January 4, 1997.

          (10) (j) Loan Agreement among Massachusetts
                   Mutual Life Insurance Company, Century
                   Life of America and Jackson National Life
                   Insurance Company (collectively, the "Priming Lenders"),
                   as lenders, Operating Partners, as borrower and Norwest
                   Bank Minnesota, N.A., Agent (the "Agent") dated as of
                   February 28, 1992 included as Exhibit (10) (i)
                   to the Partnership's 1992 Annual Report on Form 10-K
                   is incorporated herein by reference.

          (10) (k) Amended and Restated Loan Agreement
                   among Massachusetts Mutual Life
                   Insurance Company, Century Life of America and
                   Jackson National Life Insurance Company, (collectively, the
                   "Priming Lenders"), as lenders, AMI Operating Partners, as
                   borrower and Norwest Bank Minnesota, N.A., Agent (the
                   "Agent"), dated as of June 12, 1992, as amended by letters
                   of consent agreements dated February 1993, and March 17,
                   1993, included as Exhibit (10) (j) to the Partnership's
                   1992 Annual Report on Form 10-K, and a letter of
                   consent agreement dated January 31, 1994,
                   included as Exhibit (10) (j) to the Partnership's 1994
                   Annual Report on Form 10-K, are incorporated
                   herein by reference.

          (10) (l) Amended and Restated Loan Agreement
                   among Operating Partners, the
                   Holders named in Exhibit A thereto (collectively,
                   the "Existing Lenders") and IBJ Schroeder Bank and Trust
                   Company, Servicer, dated June 12, 1992, as amended by letters
                   of consent agreements dated February 1993, included as
                   Exhibit (10) (k) to the Partnership's 1992 Annual Report on
                   Form 10-K, and a letter of consent agreement dated
                   January 31, 1994, included as Exhibit (10)(k)
                   to the Partnership's 1994 Annual Report on
                   Form 10-K, are incorporated herein by reference.

          (10) (m) Escrow Agreement among Operating Partners,
                   the Existing Lenders and Chicago
                   Title Insurance Company, as escrow
                   agent and as title insurer dated June 12, 1992, included as
                   Exhibit (10) (l) to the Partnership's 1992 Annual Report on
                   Form 10-K.

          (10) (n) Consulting Services Agreement among the
                   Partnerships, the General Partner
                   and Mr. S. Leonard Okin dated  December 1,
                   1994, included as Exhibit (10) (m) to the Partnership's
                   1994 Annual Report on Form 10-K.

          (10) (o) Fourth Consent Agreement among Operating
                   Partners, the Priming Loan Lenders
                   named in Exhibit A thereto, and the
                   Lenders named in Exhibit B thereto, dated March 17, 1995,
                   included as Exhibit (10) (n) to the Partnership's 1994
                   Annual Report on Form 10-K.

          (10) (p) Consulting Agreement among Operating
                   Partners and Siegel
                   Rich, Inc., dated March 11, 1997, formalizing
                   the previously agreed
                   upon terms and conditions.

          (10) (q) Acquisition Agreement dated as of
                   November 7, 1997 among Servico, Inc., Prime
                   Motor Inns Limited Partnership, Prime-American Realty
                   Corp. and Servico Acquisition Corp., included
                   as the Exhibit to the Partnership's Periodic Report on
                   Form 8-K dated November 21, 1997.

          (10) (r) First Amendment dated March 12, 1998, to
                   Acquisition Agreement, included as Appendix A to Proxy
                   Statement of the Partnership for Special Meeting to
                   be held April 30, 1998.

          (10) (s) Plan of Dissolution and Liquidation of
                   the Partnership, included as Appendix B
                   to Proxy Statement of the Partnership for Special Meeting
                   to be held April 30, 1998.

          (21)     Subsidiaries of Prime Motor Inns Limited
                   Partnership are as follows:

                   Name                           Jurisdiction ofIncorporation
                   AMI Operating Partners, L.P.   Delaware

          (27)     Financial Data Schedules

                   (b) Reports on Form 8-K

                    Report  on  Form 8-K filed on  June  2,  1997
                    relating  to  the  New York  Stock  Exchanges
                    press release announcing the delisting of the
                    Partnership's Depository Receipts.

                    Report on Form 8-K dated on November 21, 1997
                    relating  to  the  Acquisition  Agreement  by
                    Servico Aquisition Corp.

                    Report on Form 8-K dated on February 8,  1998
                    relating  to HHC withdrawing their  offer  to
                    renew  the "Holiday Inn" franchises  for  the
                    twelve  Inns whose franchises were to  expire
                    in 1997.


                           SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the Registrant has duly  caused
this report to be signed on its behalf by the undersigned, there-
unto duly authorized.

                         PRIME MOTOR INNS LIMITED PARTNERSHIP
                                     (Registrant)
                         By:  Prime-American Realty Corp. General Partner



Date: March 19, 1998     By:    /s/  S. Leonard Okin
                                     S. Leonard Okin
                                     Vice President & Director

Date: March 19, 1998     By:    /s/  Robert A. Familant
                                     Robert A. Familant
                                     Director

Date: March 19, 1998     By:    /s/  Seymour G. Siegel
                                     Seymour G. Siegel
                                     Director


                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.


            BOARD OF DIRECTORS OF THE GENERAL PARTNER


       Signature                 Title                          Date

By:    /s/ S. Leonard Okin       Director and Vice President    March 19, 1998
         S. Leonard Okin         of the General Partner;
                                 Consultant under the
                                 Consulting Services Agreement

By:    /s/ Robert A. Familant    Director of the                March 19, 1998
           Robert A. Familant    General Partner


By:    /s/ Seymour G. Siegel     Director of the                March 19, 1998
           Seymour G. Siegel     General Partner