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, 1996.
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 incorporation or organization)	   			(I.R.S. Employer Identification No.)

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 Interest	 			New York Stock Exchange 
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 19, 1997 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 
New York Stock Exchange, Inc. on that date, was approximately  $3,750,000. The 
Exhibit Index is located on page 20.  

PART I

Item 1.  Business

Prime Motor Inns Limited Partnership (the "Partnership") and its 99% owned 
subsidiary, AMI Operating Partners, L.P. ("Operating Partners"), were formed 
in October 1986 under the Delaware Revised Uniform Limited Partnership Act.  
The Partnership and Operating Partners 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 16 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 Operating Partners.  
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 Operating Partners (the "Lease"). On September 18, 1990, 
Prime and certain of its subsidiaries, including AMI Management, had filed 
for reorganization under Chapter 11 of the Bankruptcy Code and, effective 
November 30, 1990, AMI Management rejected the Lease.  At that time, Operating 
Partners, 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. 


To conserve cash to provide funds to maintain and improve the Inns and pay 
suppliers, Operating Partners 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 Operating 
Partners and its advisors and representatives of the holders of the Mortgage 
Notes (the "Mortgage Lenders") and their advisors, the Mortgage Lenders agreed 
to restructure the Mortgage Notes, as part of a "prepackaged" reorganization of 
Operating Partners 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, Operating Partners 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, Operating partners paid fees to acquire franchise agreements to 
replace those that had been held by AMI Management.  Holiday Inns, Inc. and its 
affiliates engaged in administering the "Holiday Inn" system (collectively, 
"HII") 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.

Operating Partners 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 Operating Partners, 
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 Operating Partners.  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.

The Priming Loan funded the needed capital improvements and capital expenditures
in order to render the condition of the Inns suitable and adequate for Operating
Partners' business, correct deficiencies at the Inns, satisfy HII quality 
standards, perform required maintenance and repairs, restore and retain the 
competitive position of the Inns and to substantially upgrade the Baltimore 
Inner Harbor Inn.  Improvements and refurbishment's totaling $13,000,872 
were completed in 1994, $11,500,000 of which was funded by the Tranche A Loan
and $1,500,872 of which was funded by the FF&E Reserve.

Although there were borrowings under the Tranche B Loan during 1994, 1995 and
1996, there were no outstanding borrowings under the Tranche B Loan at 
December 31, 1994, 1995 and 1996.  At December 31, 1996, the outstanding 
balance of the Tranche A Loan was $11,500,000 and the maximum availability 
under the Tranche B Loan was $2,500,000. All revenues in excess of 
budgeted or otherwise approved operating and administrative expenses, debt 
service, a reserve for capital replacements (the "FF&E Reserve", which amounted
to 1 1/2% of gross revenues in 1993 and 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 Operating Partners 
to maintain a working capital reserve of  $2 million, must be applied by 
Operating Partners to the repayment of the Tranche B Loan, then deposited
into an escrow account held on behalf of the 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 Operating Partners; 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 Partnership's interest in Operating Partners 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 (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, upon which any sale of any of the Inns and/or upon the 
maturity (by acceleration, at the stated maturity date or otherwise), a portion
of the appreciation, if any, in the Inns held by the Partnerships would be 
payable as additional interest on the restructured Mortgage Notes.  
During the term of the restructured Mortgage Notes, operating revenues in 
excess of the $2 million of working capital that Operating Partners 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, Operating Partners and the Partnership 
deposited the deeds to the Inns and assignments of other assets of Operating 
Partners 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, Operating Partners 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 Operating Partners 
files another bankruptcy case, contest the lifting of any stay to permit the 
Mortgage Lenders to exercise such rights.

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

The "Holiday Inn" franchises of ten of the Inns expire on June 30, 1997 and 
the franchises of two additional Inns will expire on December 31, 1997.  
Before the renewal of an expiring franchise for any "Holiday Inn" property, 
the property is inspected by HII and that inspection forms the basis for a 
Property Improvement Plan ("PIP"), the completion of which is a condition to 
the renewal of the franchise for the property.  Prior to December 31, 1995, 
HII had inspected and prepared PIPs for ten of the Inns whose franchises 
expire in 1997.  During the second quarter of 1996, HII inspected and prepared 
PIPs for the remaining two Inns whose franchises expire in 1997 (though HII had
previously indicated that it might not renew those franchises and, accordingly, 
had not prepared PIPs for those Inns).  Based on those PIPs, and on analyses of
W&H, Operating Partners estimates the cost of the capital expenditures to be 
in the range of $13,000,000, although Operating Partners believes that the 
scope of work and related costs will be subject to negotiation.
In addition, Operating Partners will be required to pay franchise renewal 
costs of approximately $884,000 ($500 per room) for these twelve Inns.  
Accordingly, Operating Partners engaged W&H to evaluate, for each Inn, the 
relative benefits and costs of renewing the "Holiday Inn" franchise for the 
Inn, operating the Inn under other franchises that may be available, and 
operating the Inn without a franchise affiliation.  Based on W&H's evaluation, 
Operating Partners, determined that the Inns should remain frachised as
"Holiday Inns".  Therefore, Operating Partners has reached an agreement with 
HII as to the terms and conditions of the franchise renewals and have submitted
those agreements to the Lenders for their review.  Operating Partners cannot 
enter into those agreements without the consent of the Lenders.  In addition,
Operating Partners is continuing to evaluate the improvements and expenditures 
included in each of the PIPs, in order to identify those items that Operating 
Partners believes will enhance the Inn's ability to continue to compete in its 
market and that will add value to the Inn; and those improvements or 
expenditures that Operating Partners believes to be less necessary or which 
will add little value.  Operating Partners is continuing negotiations with 
HII as to the scope of work included in each PIP and the length of time within 
which such improvements will be completed.  Generally, in connection with the 
renewal of the franchise for an Inn, Operating Partners will have one year, 
which may be negotiable, from the expiration date of the old franchise to 
complete the capital improvements included in the PIP.  It is anticipated that 
the capital improvements for the PIPs will be financed partially from the FF&E
Reserve and from additional financing, if available.  At the present 
time, the current Lenders have stated that they are not willing to provide 
any such financing, that will be required.  Operating Partners is actively 
investigating financing possibilities.  However, there can be no assurance 
that additional financing will be available.  

The Partnerships and/or the General Partner periodically receive proposals 
from management companies or hotel property operators to acquire a substantial 
interest in the Inns, and/or to enter into management or acquisition 
transactions with the Partnership, to provide financing for the PIPs.  
The General Partner believes that the proposals heretofore made to the 
Partnership and the General Partner have not reflected the value or potential
of the Inns. If financing is not available and Operating Partners 
is unable to defer the timing and costs of the PIPs, the Inns may have to 
change franchise affiliations or become independent hotels.  Changes in such 
franchise affiliations could adversely impact the Partnerships' results of 
operations. Further, under the Priming Loan and Restated Loan Agreements, 
approval by the Lenders will be required for any franchise changes, capital 
expenditures or additional financing. The Partnerships have retained the 
services of Siegel Rich, Inc., a consulting firm in which Seymour G. Siegel
is a shareholder, to advise the Partnership in developing a business strategy, 
and to structure, negotiate and evaluate potential transactions.

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 Mortgage Lenders and Priming
Lenders (collectively the "Lenders") will be required for the Partnership to
elect to terminate the W&H Management Agreement.

The Partnerships' 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 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 the 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, Operating Partners or W&H.

The Partnerships believe that their ability to pay operating expenses, debt 
service (both the Mortgage Loan and Priming Loan), and to create required 
reserves, depends on the ability of the Partnerships to increase future cash 
flows from operations.  The Partnership has not declared nor paid any 
distributions to Unitholders of the Partnership since the third quarter of 
1990 and no distributions are expected to be declared until cash flows are 
sufficient to pay operating and capital requirements, including debt service.
In addition, the Partnership cannot make any distributions to Unitholders 
until the Priming Loan is repaid, Mortgage Note payments are maintained and 
proper reserves are funded as required.

The Partnerships continue to operate the Inns as going concerns.  However, it
is the present intention of Operating Partners to sell both the Baltimore 
Moravia Road and Baltimore Glen Burnie South Inns. Operating Partners believes 
that both of these Inns will not contribute to the long term cash flow 
requirements of the Partnerships, and therefore the sale proceeds can better 
be utilized to reduce the Priming Loan debt.  Operating Partners has received a 
contract for the purchase of the Glen Burnie South Inn, subject to a due 
diligence review by the buyer (which is to be completed on or before April 9,
1997) and, subject to that review, a closing is to occur by May 9, 1997.  
Operating Partners has no present intention to list any of the other Inns for
sale.  As required under the Priming Loan and Restated Loan Agreement, 
approval by the Lenders will be required for the sale of either of these two 
Inns. Operating Partners has received some unsolicited proposals, to purchase
certain of the Inns.  Operating Partners is carefully evaluating these 
proposals.

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 2500, Jersey City, New Jersey 07303-2500.

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, 
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

There are approximately 960 persons employed in the operation of the Inns  
(not including W&H employees engaged in management and supervision).  
Operating Partners 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 HII expire on 
various dates as 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 Ownership
Location                  							Opened 		of Rooms 	Expiration Date		by Operating Partners  
<S>                              <C>        <C>     <C>              <C>     
Maryland
Baltimore Inner Harbor	       			1964	    		375	   	Dec. 31, 2005   	Land and building lease
Baltimore Washington			
 International Airport       				1973(1)  		259   		June 30, 1997 	  Land and building lease
Frederick							                 1963(2)	 		157   		June 30, 1997	  	Fee
Baltimore-Cromwell Bridge Rd.  		1972	     	139		   Dec. 31, 1997		  Fee
Baltimore-Moravia Road        			1974      	139   		Dec. 31, 1997		  Fee
Baltimore-Belmont Blvd.       			1973		 	   135		   Dec. 31, 2001		  Fee
Baltimore-Glen Burnie No.     			1973       128     Dec. 31, 1999 	 	Land Lease
Baltimore-Pikesville          			1963			    108		   June 30, 1997		  Fee
Baltimore-Glen Burnie So.     			1965       100		   June 30, 1997		  Fee
Pennsylvania
Lancaster-Route 30            			1971     		189    	June 30, 1997		  Land Lease and Fee
Lancaster-Route 501	           	 1964     		160		   June 30, 1997		  Land Lease
York-Market Street            			1964       120    	June 30, 1997  		Land Lease
York-Arsenal Road            	 		1970       100    	Dec. 31, 1998  		Fee
Hazleton                      		 1969      	107    	June 30, 1997  		Fee
Connecticut
New Haven                    				1965     		160    	June 30, 1997  		Fee
East Hartford                 			1974     		130    	June 30, 1997  		Land and building lease

Total                      											    2,506

____________															
(1)  96 room addition completed in 1985
(2)  63 room addition completed in 1985
</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 Operating Partners
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.

Item 3.  Legal Proceedings

In the ordinary course of business, the Partnership and Operating Partners 
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 Operating Partners 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.

Starting in December, 1996, the General Partner received correspondence from 
a lawyer purporting to represent five holders of Units.  In this correspondence,
the lawyer broadly charges 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 cost of improvements that 
will purportedly be required to be made to the Inns.  The lawyer requested 
that the management agreement with W&H be terminated or renewed only on a short 
term basis.  The letters threaten filing of a derivative action on behalf of the
Partnership in the event these matters are not resolved to the satisfaction of 
the five Unitholders and also request a meeting with the General Partner to 
discuss these and other matters relating to the Partnership.  The General 
Partner has denied the allegations of wrongdoing made in this correspondence 
and has indicated a willingness to meet with those Unitholders to discuss the
issues they have raised, subject to those Unitholders entering into a suitable
confidentiality agreements.  The General Partner has not yet met with those
Unitholders.  No action has been filed by those Unitholders.

Item 4.  Submission of Matters to a Vote of Unitholders

No matter was submitted during 1996 to a vote of the Unitholders of the 
Partnership.

PART II

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

(a)  The Units have been traded on the New York Stock Exchange (the "Exchange") 
since December 17, 1986.  The following table sets forth the high and low sale 
price for the Partnership's Units for the calendar quarters indicated, as 
reported by the Exchange:
	
<TABLE>
<CAPTION>
                          1996             1995            1994
Fiscal Period         High    Low      High    Low      High    Low
<S>                   <C>     <C>      <C>     <C>      <C>     <C>
First Quarter         13/16   7/16     3/4     1/2      1 3/4   1/2
Second Quarter        1 1/8   9/16     3/4     1/2      1 1/2   5/8
Third Quarter         1 --    5/8      5/8     3/8      1 3/8   3/4
Fourth Quarter        15/16   5/8      1/2     1/4      3/4     3/8		

</TABLE>

In March, 1997, the Partnership received a letter from the Exchange advising 
the Partnership that 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 fall below the Exchange's continued listing 
criteria.  The letter from the Exchange advised the Partnership that it was the 
Exchange's "preliminary conclusion that there is not a sufficient basis for 
maintaining the listing of the [Units]."  The Partnership intends to make a 
submission to the Exchange recommending the continued listing of the Units.  
However, there can be no assurance that the Partnership will be able to 
maintain the listing of the Units on the Exchange or to arrange for the Units
to be listed on any other national securities exchange or admitted to trading
on the NASDAQ Stock Market.

(b)  On February 28, 1997, there were 585 holders of record of the 
Partnership's Units.

(c)  No dividends have been declared or distributed since 1990.  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, Mortgage Note payments are maintained and proper 
reserves are funded as required.

Item 6.  Selected Financial Data
<TABLE>
<CAPTION>
                          1996 (a)     1995 (a)     1994 (a)    1993 (a)    1992 (a)
                                  (in thousands except per Unit amounts)
<S>                      <C>          <C>          <C>         <C>         <C>
Operating Data:
Total revenues (b)       $  49,584    $  47,469    $  44,173   $  46,261   $  44,001  
Net loss                    (2,188)      (2,280)      (4,673)     (1,215)     (2,911)
Net loss allocable   
to limited partners         (2,166)      (2,257)      (4,626)     (1,203)     (2,882)
Per Unit loss allocable  
to limited partners      $   (0.54)   $   (0.56)   $   (1.16)  $   (0.30)  $   (0.72)

Balance Sheet Data:
Total assets             $  53,972    $  57,001    $  60,673   $  64,009   $  66,645
Long-term debt, net
of current maturities       65,691       65,645       66,627      65,912      67,108 
Partners' deficit        $ (17,921)    $(15,733)    $(13,453)  $  (8,780)  $  (7,565)
</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 - 1995 were 52 
week years and 1996 is a 53 week year), and a calendar year deemed closed by 
bookkeeping purposes on that Friday which is most proximate to December 31 of 
any given year, the financial year of Operating Partners for 1996 ended January 
3, 1997; for 1995 ended December 29, 1995; for 1994, December 30, 1994; for 
1993, December 31, 1993; and for 1992, January 1, 1993. 	
	
(b) Includes $361,000, $374,000, $341,000, $304,000, and $360,000 for the years 
ended December 31, 1996, 1995, 1994, 1993, and 1992, respectively, of other 
income (principally interest income).  In addition, it includes $1,025,000, 
$4,389,000 and $3,375,000 for the years ended December 31, 1995, 1993 and 1992,
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>
                       1996                      1995                      1994
               Average                    Average                    Average
              Daily Room   Occupancy     Daily Room   Occupancy     Daily Room   Occupancy
                Rate       Percentage      Rate       Percentage      Rate       Percentage
<S>            <C>          <C>           <C>          <C>           <C>          <C>
1st Quarter    $63.76       45.3%         $59.84       47.8%         $56.33       48.0%
2nd Quarter    $69.50       68.7%         $64.74       69.4%         $61.79       69.4%
3rd Quarter    $71.44       72.4%         $67.06       72.2%         $61.10       72.7%
4th Quarter    $67.54       57.2%         $62.51       56.8%         $58.72       57.5%
Full Year      $68.53       60.8%         $63.95       61.6%         $59.82       61.9%
</TABLE>

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

The Partnership wishes to caution readers that uncertainties relating to the 
Partnerships' ability to negotiate the timing and cost of the PIPs, to finance 
the PIPs and the franchise renewal costs and/or to obtain the consent of the 
Lenders to necessary actions, could affect the Partnership's actual results 
and could cause the Partnership's results in future years to differ materially 
from those expressed in any forward-looking statements made by, or on behalf of 
the Partnership.

Financial Condition

The Partnership derives its income from its 99% interest in Operating Partners, 
whose income is generated from the operations of the Inns.  Operating Partners 
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>
                               1996         1995         1994
<S>                         <C>          <C>          <C>
Operating revenues:  
Lodging                     $  39,488    $  36,668    $  34,463 
Food & beverage                 9,735        9,402        9,369 
Totals                         49,223       46,070       43,832 

Direct operating expenses:
Lodging                         9,462        8,998        8,674 
Food & beverage                 8,112        7,809        7,509 
Marketing                       3,500        3,334        3,244
Utilities                       3,053        2,956        2,875 
Repairs & maintenance           3,680        3,490        3,379 
Rent                            1,316        1,317        1,301 
Insurance                         705          630          670 
Property taxes                  1,382        1,380        1,300 
Other                           8,369        7,718        7,593 
Totals                         39,579       37,632       36,545 

Operating revenues in
excess of direct         
operating expenses          $   9,644    $   8,438    $   7,287 	
</TABLE>

In 1992, as part of its Plan, Operating Partners restructured its Mortgage 
Notes under the Restated Loan Agreement and arranged a Priming Loan to fund 
necessary capital improvements and finance operating deficiencies.  The 
improved condition of the Inns coupled with proper management and assisted
by the stable economy, have enabled the Partnerships to continue to sigificantly
increase average daily room rates (ADR).  Operating revenues have, therefore, 
increased to improve the cash flows to cover operating expenses, pay debt 
service (including the Tranche A Loan), make necessary and required repairs 
and maintenance and repay the Tranche B Loan.  The ability of the Partnerships 
to pay operating expenses, service debt and create required reserves depends 
upon the ability of the Partnerships to increase future cash flows from 
operations.  Unless cash flows from operations are sufficient, the Partnerships 
may not be able to continue as going concerns, although it is the intention of
the Partnerships to continue to operate the Inns as going concerns.

It is, however, the present intention of Operating Partners to sell both the 
Baltimore Moravia Road and Baltimore Glen Burnie South Inns. Operating Partners 
believes that both of these Inns will not contribute to the long term cash flow 
requirements of the Partnerships, and therefore the sale proceeds can better be 
utilized to reduce the Priming Loan debt.  Operating Partners has entered 
into a contract for the sale of the Glen Burnie South Inn, subject to a due 
diligence review by the buyer (which is to be completed on or before April 9, 
1997), and, subject to that review,  a closing is to occur by May 9, 1997.  
Operating Partners has no present intention to list any of the other Inns for 
sale.  As required under the Priming Loan and Restated Loan Agreement, approval 
by the Lenders will be required for the sale of either of these two Inns. 
Operating Partners has received some unsolicited proposals, to purchase the 
Partnerships assets or to purchase certain of the Inns.  Operating Partners 
is carefully evaluating these proposals.

The Partnerships' 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, franchise affiliation, 
adverse changes in national economic conditions, adverse changes in local market
conditions, changes in interest rates, the availability of financing for 
operating or capital needs (including to finance the renewal of the Holiday 
Inn franchise agreements), changes in real estate tax rates and other operating
expenses, adverse changes governmental rules and fiscal policies, act of
God (which may result in uninsured losses), condemnation and other factors 
that are beyond the control of the General Partner, the Partnership, Operating 
Partners or W&H.

Results of Operations

Total revenues increased to $49,584,000 in 1996, from $47,469,000 (including 
non-recurring income of $1,025,000) in 1995 and $44,173,000 in 1994.  The 
Partnerships' net loss was $2,188,000 for the year ended December 31, 1996 as 
compared to a loss of $2,280,000 (which includes non-recurring income of 
$1,025,000 from the settlement of claims by the Partnerships against Prime and 
AMI Management in the Prime bankruptcy (the "Prime Settlement")) for the year 
ended December 31, 1995 and a loss of $4,673,000 in 1994.  The following table
compares the room revenues, occupancy percentage levels and ADR for the years
indicated:

<TABLE>
<CAPTION>
                                       1996         1995         1994
<S>                                 <C>          <C>          <C>
Lodging revenues (in thousands)     $  39,488    $  36,668    $  34,463 
Occupancy percentage                    60.8%        61.6%        61.9%
ADR                                 $   68.53    $   63.95    $   59.82      
</TABLE>

The Inns have been able to increase their respective ADRs 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 fo capital 
improvements during 1995 and 1996.  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).  This repositioning of market segment 
business contributed to the slight decline in occupancies over 1995 and 1996.
Also, the harsh winter weather in the first quarter of 1996, as compared to 
the first quarter of 1995, contributed to the decline in occupancy.  There 
continues to be intense competition in the geographic areas where the Inns 
are located, including conversions of competitor hotels to HII franchises.  
Therefore, the Partnerships and W&H believe occupancy levels at the Inns will 
not substantially increase over the next year, but is expected to show some 
growth.  The occupancy growth projected is due to the stable and growing 
economic conditions, and the stabilization of supply and demand in the region
where the Inns are located.  However, 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), slow occupancy growth is expected.
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 1996 increased to $9,735,000 from $9,402,000 and 
$9,369,000 in 1995 and 1994, respectively.  The increase in food and beverage 
revenues is attributable primarily to the greater use of meeting room, banquet 
and lounge facilities ( and the increased revenues from that use) by the higher 
rated market segments that the Inns have attracted.

Direct operating expenses in 1996 were $39,579,000 , as compared to $37,632,000 
in 1995 and $36,545,000 in 1994.  The increase in lodging expenses is reflective
of inflationary increases in labor costs, and increases in expenses that are 
incurred in servicing the higher rated market segments, such as room amenities, 
travel agent commissions, and guest supplies.  Increases in food and beverage 
expenses are attributable to the inflationary increases in labor costs and food 
and beverage costs.  In an effort to attract and maintain the higher 
rated market segments, the Inns have increased spending in marketing, such as 
advertising costs and hotel promotions. The repair and maintenance costs have 
increased in 1996 over 1995, which is reflective of the age of the Inns.  
Insurance costs increased due to general liability and property insurance 
rate increases.  The Inns' utility cost increases are attributable to the 
combination of increases in utility rates and the harsh weather suffered in 
the first quarter of 1996 as compared to the same period of 1995.  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 HII, management fees paid to W&H, and credit card commissions.  

Other general and administrative costs increased in 1996 over 1995 due primarily
to the additional time and expense incurred in the franchise brand analysis of 
the Inns, required as a result of the pending expiration in 1997 of the Holiday 
Inn franchises for twelve of the Inns.  Depreciation and amortization expense 
decreased in 1996, due to the original debt acquisition costs having been fully
amortized in the first quarter of 1995.  The interest expense increase in 1996 
is a result of the slower pay back in 1996 of the operating funds borrowed
under the Tranche B Loan, than in the previous year.

Liquidity and Capital Resources

The changes in cash and cash equivalents are summarized as follows:
<TABLE>
<CAPTION>
                                                1996        1995         1994
<S>                                          <C>         <C>         <C>
Net cash provided by operating activities    $  2,317    $  2,092    $   1,451 
Net cash used by investing activities          (2,275)     (2,668)      (2,482)
Net cash provided by financing activities           -           -          675 
Net increase (decrease) in cash 
  and cash equivalents                       $     42    $   (576)   $    (356) 		
</TABLE>

In 1994, 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.
	
In 1994, net cash used by investing activities was $2,482,000, and included 
additions to property and equipment of $2,773,000, partially offset by a 
$291,000 decrease in the restricted cash accounts.  The restricted cash 
accounts included the net reduction in the FF&E Reserve of $305,000 (the 
capital expenditures of $2,056,000 which were funded from the FF&E Reserve 
exceeded the $1,751,000 funded to the FF&E Reserve at 4% of revenues, plus 
interest earned on the account), net of an increase of $14,000 in the interest
reserve and tax escrow accounts.

In 1994, borrowings from the Priming Loan provided cash for financing 
activities.  The Partnerships borrowed the remaining $675,000 under the 
Tranche A Loan and $1,763,000 under the Tranche B Loan.  The entire Tranche 
B Loan borrowed to supplement cash flow deficiencies in the first quarter of 
1994 was repaid from excess working capital in the second quarter of 1994.

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 $2,117,000) and 
increases of $24,000 in the interest reserve and tax escrow accounts.

The Partnerships 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.  Net cash provided by operating 
activities increased in 1996, as compared to 1995, as a result of increased 
revenues from operations and control of operating expenses.   

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.

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.
The Partnerships 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, 1996.  Approximately $834,000 of working capital cash was on
hand as of December 31, 1996.

Presently the Partnerships have a capital replacement reserve of approximately 
$1,195,000, 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 $463,000. 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.

The Partnerships anticipate continued growth in the economy, in the travel and
hospitality industries, in the real estate market and in the comparative 
attractiveness of the Inns resulting from the capital improvements (although 
neither the Partnership nor any of its advisors can give any assurances as to
the strength or duration of any such economic growth).  The Partnerships 
anticipate that such economic growth, coupled with the improvements constantly
being made to the physical condition of the Inns and the continued professional
management and marketing of the Inns, will result in the improvement of 
occupancies, room rates and related revenues, and thus create better profit 
margins.  The Partnerships anticipate that their future earnings, together 
with the advances under the Priming Loan, will enable the Partnerships to pay
all operating expenses, pay debt service, and satisfy the payment requirements
under the current HII franchise agreements.  However, while the Partnerships' 
budgets and capital plans reflect their present best estimates of future 
events, those events are beyond the control of the Partnerships, the General 
Partner and W&H and no assurances can be given that the Partnerships will 
have the liquidity to meet future operating and capital commitments.  Further,
as discussed earlier, the "Holiday Inn" franchises of ten of the Inns expire 
on June 30, 1997 and the franchises of two additional Inns will expire on 
December 31, 1997.  Based on the PIPs prepared by HII for those 
Inns and on analyses of W&H, Operating Partners estimates that the cost of 
the capital expenditures that will be required as a condition to the renewal 
of the franchise agreements for those twelve Inns will be in the range of 
$13,000,000.  In addition, Operating Partners will be required to pay franchise
renewal costs of approximately $884,000 ($500 per room) for those Inns.  
Operating Partners has reached an agreement with HII as to the terms and 
conditions of the franchise renewals and is awaiting review and approval of the
Lenders.  In addition, Operating Partners is continuing to evaluate the 
improvements and expenditures included in each of the PIPs, in order to 
identify those items that Operating Partners believes will enhance the Inn's 
ability to continue to compete in its market and that will add value to the 
Inn; and those improvements or expenditures that Operating Partners believes 
to be less necessary or which will add little value.  Operating Partners is 
continuing negotiations with HII, as to the scope of work included in each
PIP and the length of time within which such improvements will be completed.
Generally, in connection with the renewal of the franchise for an Inn, 
Operating Partners will have one year, which may be negotiable, from the 
franchise expiration date to complete the capital improvements included in 
the PIP. It is anticipated that the capital improvements for the PIPs will 
be financed partially from the FF&E Reserve and from additional financing, 
if available.  At the present time, the current Lenders have stated that they 
are not willing to provide any such financing, that will be required.
Operating Partners is actively investigating financing possibilities.  
However, there can be no assurance that additional financing will be 
available.  If financing is not available and Operating Partners is unable to
defer the timing and costs of the PIPs, the Inns may have to change franchise
affiliations or become independent hotels.  Changes in such franchise 
affiliations could adversely impact the Partnerships' results of operations.
Further, under the Priming Loan and Restated Loan Agreements, approval by
the Lenders will be required for any franchise changes, capital expenditures
or additional financing.

Operating Partners' operating expenses have been and are expected to continue
to be subject to inflationary pressures.  Depending on levels of economic 
activity and competitive pressures, the room rates and food and beverage 
charges at the Inns may also increase with inflation, but not necessarily in 
proportion to the pressures affecting expenses.

The Partnership has recently received a letter from the Exchange advising the
Partnership that 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 fall below the Exchange's continued listing 
criteria.  The letter from the Exchange advised the Partnership that it was 
the Exchange's "preliminary conclusion that there is not a sufficient basis 
for maintaining the listing of the [Units]."  The Partnership intends to make 
a submission to the Exchange recommending the continued listing of the Units. 
However, there can be no assurance that the Partnership will be able to 
maintain the listing of the Units on the Exchange or to arrange for the Units
to be listed on any other national securities exchange or admitted to trading
on the NASDAQ Stock Market.
	
As a result of the bankruptcy of Prime, and circumstances beyond the control 
of the Partnerships, the Partnerships experienced substantial financial 
difficulties, but will continue to endeavor to improve the results of 
operations, and thereby increase the value of the Partnership and its Units.

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 are 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.

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             63	  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          45  	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           54  	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 corporate 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, Operating Partners 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, 1997.  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, Operating Partners, 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, Operating 
Partners 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, 1996, 1995 
and 1994.

Summary Compensation Table:
<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       1996   $ 126,000     $  -       $  -           $  -           $  -
                      1995   $ 120,000     $  -       $  -           $  -           $  - 
                      1994   $ 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 1996, 1995 and 1994 totaling approximately $27,300, $27,500 
and $27,400, respectively (for office rent, secretarial services, utilities, 
airfare, postage, office supplies, etc.) and $18,500, $6,250 and $3,250, 
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.

The Partnerships have retained the services of Siegel Rich, Inc., a consulting
firm in which Seymour G. Siegel is a shareholder.  In 1996, the Partnerships 
paid Siegel Rich, Inc., approximately $16,000.
 
Item 12.  Securities Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of December 31, 1996, 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                     Percentage
                                           of Units    Total No. of   of Units
Name & Address of Owner                    Held         Units 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)(1)	
</TABLE>

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.

Item 13.  Certain Relationships and Related Transactions

During 1996, 1995 and 1994, Mr. Okin as Managing Director and Officer of the 
General Partner, received $171,800, $153,750 and $150,650, respectively, as 
cash compensation for his services and reimbursement of  expenses.  During 1996,
Siegel Rich, Inc., a consulting firm in which Seymour G. Siegel is a 
shareholder, was paid approximately $16,000 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 and Schedules listed in the  
                accompanying index on	page 25 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 Partnerships 1992 Annual Report on 
                        Form 10-K, and a letter of consent dated January 31,
                        1994, included as Exhibit (10) (j) to the Partnerships
                        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. 
				
       					 (21)     		Subsidiaries of Prime Motor Inns Limited 
                        Partnership are as	follows:
														
                                                           Jurisdiction of
      								          Name								                       Incorporation 
									                AMI Operating Partners, L.P. 			     Delaware

         				(27)     		Financial Data Schedules

			 (b) Reports on Form 8-K
         					 None        

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 21, 1997		     By:		/s/  S. Leonard Okin                				
                                					S. Leonard Okin
                                					Vice President & Director



Date: March 21, 1997		     By:		/s/  Robert A. Familant								             
                                					Robert A. Familant
                                					Director
                                                


Date: March 21, 1997		     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 21, 1997
       		S. Leonard Okin							of the General Partner;
                            			Consultant under the
													                  Consulting Services Agreement

By:		/s/ Robert A. Familant				Director of the					            March 21, 1997
       		Robert A. Familant 			General Partner

By:		/s/ Seymour G. Siegel	 			Director of the 	           			 March 21, 1997
       		Seymour G. Siegel  			General Partner