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                                            Securities and Exchange Commission

                                                  Washington, D.C. 20549

                                                         FORM 10-Q


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

                             FOR THE QUARTERLY PERIOD ENDED MARCH 26, 1999

                                                            OR

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


                                                Commission File No. 0-15736


                                COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
                     (Exact name of registrant as specified in its charter)

   Delaware                                            52-1468081
----------------------------                   ------------------------
    (State of Organization)             (I.R.S. Employer Identification Number)
10400 Fernwood Road, Bethesda, MD                               20817-1109
--------------------------------------------               --------------------
(Address of principal executive offices)                      (Zip Code)

           Registrant's telephone number, including area code: (301) 380-2070
                Securities registered pursuant to Section 12(b) of the Act:
                                            Not Applicable
                                Securities  registered pursuant to Section 12(g)
of the Act:
                                           Units of Limited Partnership Interest
                                                     (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes |X| No .

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                             COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
===============================================================================


                                                  TABLE OF CONTENTS

                                                                        PAGE NO.
                                           PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements

           Condensed Statement of Operations
              Twelve Weeks Ended March 26, 1999 (Unaudited)
                and March 27, 1998 (Unaudited)................................1

           Condensed Balance Sheet
              March 26, 1999 (Unaudited) and December 31, 1998................2

           Condensed Statement of Cash Flows
              Twelve Weeks ended March 26, 1999 (Unaudited)
                and March 27, 1998 (Unaudited)................................3

           Notes to Condensed Financial Statements (Unaudited)................4

Item 2.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations.............................5



                                            PART II - OTHER INFORMATION


Item 1.    Legal Proceedings.................................................10

Item 6.    Exhibits and Reports on Form 8-K..................................10






<PAGE>






<TABLE>

 
                                           PART I. FINANCIAL INFORMATION

                                           ITEM 1. FINANCIAL STATEMENTS

                                     COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
                                         CONDENSED STATEMENT OF OPERATIONS
                                                    (Unaudited)
                                 (in thousands, except unit and per unit amounts)



                                                                                                 Twelve Weeks Ended
                                                                                            March 26,          March 27,
                                                                                               1999              1998
<S>                                                                                          --------------    ---------
REVENUES>                                                                                 <C>               <C>
   Hotel revenues
     Rooms................................................................................$       43,610    $      41,794
     Food and beverage....................................................................         3,075            2,987
     Other................................................................................         1,545            1,491
                                                                                          --------------    -------------
       Total hotel revenues...............................................................        48,230           46,272
                                                                                          --------------    -------------

OPERATING COSTS AND EXPENSES
   Hotel property-level costs and expenses
     Rooms................................................................................         9,611            8,829
     Food and beverage....................................................................         2,734            2,556
     Other department costs and expenses..................................................           455              415
     Selling, administrative and other....................................................        11,210           10,695
                                                                                          --------------    -------------
       Total hotel property-level costs and expenses......................................        24,010           22,495
   Depreciation...........................................................................         4,349            3,968
   Base and Courtyard management fees.....................................................         2,894            2,776
   Incentive management fee...............................................................         2,166            2,235
   Ground rent, taxes and other...........................................................         4,081            3,864
                                                                                          --------------    -------------

       Total operating costs and expenses.................................................        37,500           35,338
                                                                                          --------------    -------------

OPERATING PROFIT..........................................................................        10,730           10,934
   Interest expense.......................................................................        (6,029)          (6,253)
   Interest income........................................................................           164              124
                                                                                          --------------    -------------

NET INCOME................................................................................$        4,865    $       4,805
                                                                                          ==============    =============

ALLOCATION OF NET INCOME
   General Partner........................................................................$          243    $         240
   Limited Partners.......................................................................         4,622            4,565
                                                                                          --------------    -------------

                                                                                          $        4,865    $       4,805
                                                                                          ==============    =============

NET INCOME PER LIMITED PARTNER UNIT (1,150 Units).........................................$        4,019    $       3,969
                                                                                          ==============    =============




                                   See Notes to Condensed Financial Statements.
</TABLE>

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<TABLE>

                                     COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
                                              CONDENSED BALANCE SHEET
                                                  (in thousands)



                                                                                            March 26,         December 31,
                                                                                               1999               1998
                                                                                            (Unaudited)
                                                      ASSETS
   <S>                                                                                   <C>               <C>      
   Property and equipment, net............................................................$      293,796    $       297,189
   Deferred financing costs, net of accumulated amortization..............................         5,752              5,854
   Due from Courtyard Management Corporation..............................................         5,636              4,210
   Property improvement fund..............................................................         5,976              5,475
   Restricted cash........................................................................         6,961              9,315
   Cash and cash equivalents..............................................................        14,904              9,203
                                                                                          --------------    ---------------

                                                                                          $     333,025     $       331,246
                                                                                              

                                    LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

LIABILITIES
   Mortgage debt..........................................................................$      311,121    $       313,051
   Straight-line ground rent due to affiliates of Marriott International, Inc.............        19,330             19,384
   Debt service guaranty and accrued interest payable to Host Marriott Corporation........        14,340             14,208
   Incentive management fees due to Courtyard Management Corporation......................         5,488              5,653
   Accounts payable and accrued liabilities...............................................         2,686              3,750
                                                                                          --------------    ---------------

         Total Liabilities................................................................       352,965            356,046
                                                                                          --------------    ---------------

PARTNERS' CAPITAL (DEFICIT)
   General Partner........................................................................           328                 85
   Limited Partners.......................................................................       (20,268)           (24,885)
                                                                                          --------------    ---------------

         Total Partners' Deficit..........................................................       (19,940)           (24,800)
                                                                                          --------------    ---------------

                                                                                          $      333,025    $       331,246
                                                                                          ==============    ===============















                                 See Notes to Condensed Financial Statements.
</TABLE>


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<TABLE>


                                     COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
                                         CONDENSED STATEMENT OF CASH FLOWS
                                                    (Unaudited)
                                                  (in thousands)



                                                                                                 Twelve Weeks Ended
                                                                                            March 26,          March 27,
                                                                                               1999              1998
<S>                                                                                      <C>-------------   <C> ---------
OPERATING ACTIVITIES
   Net income.............................................................................$        4,865    $       4,805
   Noncash items..........................................................................         4,583            4,219
   Changes in operating accounts..........................................................          (333)          (1,623)
                                                                                          --------------    -------------

         Cash provided by operations......................................................         9,115            7,401
                                                                                          --------------    -------------

INVESTING ACTIVITIES
   Additions to property and equipment, net...............................................          (956)          (2,743)
   Change in property improvement fund....................................................          (501)             353
                                                                                          --------------    -------------

         Cash used in investing activities................................................        (1,457)          (2,390)
                                                                                          --------------    -------------

FINANCING ACTIVITIES
   Capital distributions..................................................................            (5)              --
   Repayments of mortgage debt............................................................        (1,930)          (1,785)
   Change in debt reserve.................................................................           (22)           1,003
   Payment of financing costs.............................................................            --               (2)
                                                                                          --------------    -------------

         Cash used in financing activities................................................        (1,957)            (784)
                                                                                          --------------    -------------

INCREASE IN CASH AND CASH EQUIVALENTS.....................................................         5,701            4,227

CASH AND CASH EQUIVALENTS at beginning of period..........................................         9,203            5,450
                                                                                          --------------    -------------

CASH AND CASH EQUIVALENTS at end of period................................................$       14,904    $       9,677
                                                                                          ==============    =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for mortgage interest........................................................$        6,143    $       6,289
                                                                                          ==============    =============














                                   See Notes to Condensed Financial Statements.
</TABLE>
<PAGE>


                                     COURTYARD BY MARRIOTT LIMITED PARTNERSHIP
                                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                                    (Unaudited)



1.     The accompanying condensed financial statements have been prepared by the
       Courtyard By Marriott  Limited  Partnership (the  "Partnership")  without
       audit.  Certain information and footnote disclosures normally included in
       financial  statements  presented in accordance  with  generally  accepted
       accounting   principles   have  been   condensed   or  omitted  from  the
       accompanying  statements.  The Partnership  believes the disclosures made
       are adequate to make the information  presented not misleading.  However,
       the condensed financial statements should be read in conjunction with the
       Partnership's  financial  statements  and notes  thereto  included in the
       Partnership's 10-K for the year ended December 31, 1998.

       In the opinion of the Partnership,  the accompanying  unaudited condensed
       financial  statements  reflect all adjustments (which include only normal
       recurring adjustments) necessary to present fairly the financial position
       of the  Partnership  as of March 26, 1999 and December 31, 1998,  and the
       results of operations and cash flows for the twelve weeks ended March 26,
       1999 and March 27, 1998.  Interim results are not necessarily  indicative
       of fiscal year performance because of seasonal and short-term variations.

       For financial  reporting  purposes,  the net income of the Partnership is
       allocated 95% to the Limited Partners and 5% to the General  Partner.  As
       discussed in full detail in the  Partnership's  10-K, the General Partner
       is CBM One LLC. Significant  differences exist between the net income for
       financial  reporting  purposes  and the net income  reported  for Federal
       income tax purposes.  These  differences are due primarily to the use for
       Federal income tax purposes of accelerated  depreciation methods, shorter
       depreciable lives for the assets, difference in the timing of recognition
       of certain fees and straight-line rent adjustments.

2.  Certain  reclassifications  were made to the 1998  financial  statements  to
conform to the 1999 presentation.

3.     Revenues   primarily   represent   the  gross  sales   generated  by  the
       Partnership's  Hotels.  On November  20, 1997,  the Emerging  Issues Task
       Force  ("EITF") of the  Financial  Accounting  Standards  Board reached a
       consensus on EITF 97-2,  "Application  of FASB  Statement  No. 94 and APB
       Opinion No. 16 to  Physician  Practice  Management  Entities  and Certain
       Other  Entities  with  Contractual  Management  Arrangements."  EITF 97-2
       addresses the  circumstances in which a management entity may include the
       revenues and expenses of a managed entity in its financial statements.

       The  Partnership  considered  the  impact of EITF  97-2 on its  condensed
       financial   statements  and  determined   that  EITF  97-2  requires  the
       Partnership to include property-level sales and operating expenses of its
       Hotels in its condensed  statement of  operations.  The  Partnership  has
       given retroactive effect to the adoption of EITF 97-2 in the accompanying
       condensed  statement  of  operations.  Application  of  EITF  97-2 to the
       condensed  financial  statements  for the  first  quarters  1999 and 1998
       increased  both revenues and operating  expenses by  approximately  $24.0
       million and $22.5 million,  respectively,  and had no impact on operating
       profit or net income.

       

ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS

Certain matters discussed in this Form 10-Q include  forward-looking  statements
and as such may involve known and unknown risks, uncertainties and other factors
which may cause the actual transactions, results, performance or achievements to
be materially  different from any future transactions,  results,  performance or
achievements  expressed  or  implied  by such  forward-looking  statements.  The
cautionary  statements set forth in reports filed under the Securities  Exchange
Act of 1934  contained  important  factors with respect to such  forward-looking
statements,  including:  (i) national and local economic and business conditions
that will,  among other things,  affect demand for hotels and other  properties,
the level of rates and occupancy that can be achieved by such properties and the
availability  and terms of financing;  (ii) the ability to compete  effectively;
(iii)  changes  in travel  patterns,  taxes  and  government  regulations;  (iv)
governmental  approvals,  actions  and  initiatives;  and (v) the effects of tax
legislative action. Although the Partnership believes the expectations reflected
in such forward-looking statements are based upon reasonable assumptions, it can
give no assurance that its expectations  will be attained or that any deviations
will not be material.  The  Partnership  undertakes  no  obligation  to publicly
release the result of any revisions to these forward-looking statements that may
be made to reflect any future events or circumstances.

RESULTS OF OPERATIONS

Revenues.  Revenues  increased  $2.0 million,  or 4%, to $48.2 million for first
quarter  1999 from $46.3  million for first  quarter  1998 as a result of strong
growth in revenue per available  room  ("REVPAR") of 3%. REVPAR  represents  the
combination  of the  average  daily  room rate  charged  and the  average  daily
occupancy  achieved,  and is a  commonly  used  indicator  of hotel  performance
(although it is not a GAAP, or generally accepted accounting principles, measure
of  revenue).  REVPAR for first  quarter 1999  increased  $2, or 3%, to $71 when
compared  to first  quarter  1998,  primarily  due to the  increase  in combined
average room rate of $2, or 2%, to $90. The combined average occupancy  remained
stable at 79%.

Operating  Costs and Expenses.  The  Partnership's  operating costs and expenses
increased  $2.2  million,  or 6%, to $37.5  million for first  quarter 1999 when
compared to first quarter 1998,  primarily due to the increase in property-level
costs and  expenses.  As a percentage  of hotel  revenues,  operating  costs and
expenses  represented  78% of revenues for first  quarter 1999 and 76% for first
quarter 1998.

Total Hotel  Property-Level  Costs and Expenses.  First quarter 1999 total hotel
property-level costs and expenses increased $1.5 million, or 7% when compared to
first  quarter  1998.  The  increase is due to increases in both rooms costs and
selling expenses,  administrative  and other expenses.  As a percentage of hotel
revenues,  property-level  costs and  expenses  represented  50% of revenues for
first quarter 1999 and 49% for first quarter 1998.

Depreciation.  Depreciation expense increased $381,000 to $4.3 million for first
quarter  1999 from $4.0 million for first  quarter 1998 due to $11.1  million of
property, plant and equipment additions in 1998.

Operating Profit. As a result of the changes in revenues and operating costs and
expenses discussed above,  operating profit decreased $204,000,  or 2%, to $10.7
million for first  quarter 1999 when  compared to $10.9 million in first quarter
1998.

Net  Income.  Net income for first  quarter  1999  increased  by $60,000 to $4.9
million,  compared  to net income of $4.8  million for first  quarter  1998 as a
result of the items discussed above.

CAPITAL RESOURCES AND LIQUIDITY

The  Partnership's  financing needs have  historically  been funded through loan
agreements with various lenders and Host Marriott Corporation ("Host Marriott").
The General Partner believes that the Partnership  will have sufficient  capital
resources  and  liquidity  to continue to conduct its  business in the  ordinary
course.

Principal Sources and Uses of Cash

Cash provided by operations was $9.1 million and $7.4 million for first quarters
1999 and 1998, respectively.  The Partnership's principal source of cash is cash
from  operations.  The increase in first  quarter 1999 was primarily due to a 4%
increase in revenues.

Cash used in  investing  activities  was $1.5 million and $2.4 million for first
quarters 1999 and 1998,  respectively.  The Partnership's cash used in investing
activities consists primarily of contributions to the property  improvement fund
and capital expenditures for improvements to the hotels.

Contributions  to the property  improvement  fund increased to 6% of gross Hotel
sales in 1999 from 5% in 1998.  Contributions  to the property  improvement fund
will  remain  at 6%  through  the end of fiscal  year 2000 and may be  increased
thereafter to 7% at the option of the Manager.

During  the  first   quarters   1999  and  1998,   $2.0  million  and  $784,000,
respectively,  was used for financing  activities.  The Partnership's  financing
activities primarily consist of repayments of debt and capital  distributions to
its partners.

Strategy for Liquidity

The General Partner is continuing to explore  alternatives to provide  liquidity
for the Partnership and maximize the value of the limited partners'  investment.
While the  General  Partner  can make no  assurances  as to the outcome of their
efforts,  the General Partner continues to work with Merrill Lynch who is acting
as an advisor in this regard.

Year 2000 Issues

Year 2000  issues  have arisen  because  many  existing  computer  programs  and
chip-based  embedded technology systems use only the last two digits to refer to
a year,  and  therefore do not  properly  recognize a year that begins with "20"
instead of the familiar "19." If not corrected, many computer applications could
fail or create erroneous results.  The following disclosure provides information
regarding the current status of the Partnership's Year 2000 compliance program.

Host  Marriott has adopted the  compliance  program  because it  recognizes  the
importance of minimizing the number and seriousness of any disruptions  that may
occur as a result of the Year 2000 issue.  Host  Marriott's  compliance  program
includes an assessment of Host Marriott's hardware and software computer systems
and embedded systems,  as well as an assessment of the Year 2000 issues relating
to third parties with which Host Marriott has a material  relationship  or whose
systems  are  material  to the  operations  of the  Partnership's  Hotels.  Host
Marriott's  efforts to ensure that its computer  systems are Year 2000 compliant
have been segregated into two separate phases:
in-house systems and third-party systems.

In-House  Systems.   Host  Marriott  has  invested  in  the  implementation  and
maintenance of accounting and reporting  systems and equipment that are intended
to  enable  the  Partnership  to  provide  adequately  for its  information  and
reporting  needs and which are also Year 2000  compliant.  Substantially  all of
Host  Marriott's  in-house  systems  have  already  been  certified as Year 2000
compliant  through  testing  and other  mechanisms,  and Host  Marriott  has not
delayed any systems projects due to the Year 2000 issue. Host Marriott is in the
process of engaging a third party to review its Year 2000  in-house  compliance.
Host Marriott  believes that future costs  associated  with Year 2000 issues for
its  in-house  systems  will be  insignificant  and,  therefore,  not impact the
Partnership's  business,  financial  condition and results of  operations.  Host
Marriott has not developed, and does not plan to develop, a separate contingency
plan for its in-house systems due to their current Year 2000 compliance.

Third-Party  Systems.  The  Partnership  relies upon  operational and accounting
systems  provided by third  parties,  primarily  the  Manager of its Hotels,  to
provide  the  appropriate   property-specific   operating   systems   (including
reservation,  phone, elevator,  security, HVAC and other systems) and to provide
it with financial information.  Based on discussions with the third parties that
are critical to the Partnership's business, including the Manager of its Hotels,
Host Marriott  believes that these parties are in the process of studying  their
systems and the systems of their respective  vendors and service  providers and,
in many cases,  have begun to  implement  changes,  to ensure that they are Year
2000  compliant.  However,  Host  Marriott  has not received any oral or written
assurances  that these third parties will be Year 2000 compliant on time. To the
extent these changes  impact  property-level  systems,  the  Partnership  may be
required to fund capital  expenditures for upgraded equipment and software.  The
Partnership  does not expect these  charges to be material,  but is committed to
making these investments as required. To the extent that these changes relate to
the  Manager's   centralized   systems  (including   reservations,   accounting,
purchasing,   inventory,   personnel  and  other  systems),   the  Partnership's
management  agreement  generally  provides  for these costs to be charged to the
Partnership's properties. Host Marriott expects that the Manager will incur Year
2000  costs  for its  centralized  systems  in lieu of costs  related  to system
projects that otherwise would have been pursued and therefore, its overall level
of  centralized  systems  charges  allocated  to the Hotels will not  materially
increase as a result of the Year 2000 compliance effort.  Host Marriott believes
that this deferral of certain system projects will not have a material impact on
its future  results of  operations,  although it may delay certain  productivity
enhancements at the Partnership's Hotels. Host Marriott will continue to monitor
the efforts of these third  parties to become Year 2000  compliant and will take
appropriate steps to address any non-compliance issues. The Partnership believes
that in the event of material Year 2000  non-compliance,  the  Partnership  will
have the  right to seek  recourse  against  the  Manager  under  its  management
agreement.  The management agreement,  however,  generally does not specifically
address the Year 2000 compliance issue. Therefore, the amount of any recovery in
the event of Year 2000 non-compliance at a property, if any, is not determinable
at this time.

Host  Marriott  will work  with the third  parties  to ensure  that  appropriate
contingency  plans will be developed to address the most reasonably likely worst
case  Year  2000  scenarios,  which  may not  have  been  identified  fully.  In
particular,  Host Marriott has had extensive discussions regarding the Year 2000
problem with Marriott International,  Inc. ("MII"), the parent of the Manager of
the  Partnership's  Hotels.  Due to the significance of MII to the Partnership's
business, a detailed description of MII's state of readiness follows.

MII has adopted an eight-step process toward Year 2000 readiness,  consisting of
the following: (i) Awareness: fostering understanding of, and commitment to, the
problem and its  potential  risks;  (ii)  Inventory:  identifying  and  locating
systems  and  technology  components  that may be  affected;  (iii)  Assessment:
reviewing these components for Year 2000 compliance,  and assessing the scope of
Year 2000 issues; (iv) Planning:  defining the technical solutions and labor and
work plans  necessary for each  affected  system;  (v)  Remediation/Replacement:
completing  the  programming  to renovate  or replace  the  problem  software or
hardware; (vi) Testing and Compliance Validation:  conducting testing,  followed
by  independent  validation  by a separate  internal  verification  team;  (vii)
Implementation:  placing  the  corrected  systems and  technology  back into the
business environment; and (viii) Quality Assurance:  utilizing an internal audit
team to review  significant  projects  for  adherence to quality  standards  and
program methodology.

MII has grouped its systems and technology into three categories for purposes of
Year 2000 compliance:  (i) information resource  applications and technology (IT
Applications)  --   enterprise-wide   systems  supported  by  MII's  centralized
information  technology  organization  ("IR"); (ii)  Business-initiated  Systems
("BIS") - systems that have been  initiated by an individual  business unit, and
that are not supported by MII's IR  organization;  and (iii) Building  Systems -
non-IT  equipment  at  properties  that use  embedded  computer  chips,  such as
elevators,  automated room key systems and HVAC  equipment.  MII is prioritizing
its efforts based on how severe an effect  noncompliance  would have on customer
service,  core  business  processes or revenues,  and whether  there are viable,
non-automated fallback procedures (System Criticality).

MII measures the  completion  of each phase based on documented  and  quantified
results,  weighted for System  Criticality.  As of March 26, 1999, the Awareness
and  Inventory  phases were  complete  for IT  Applications,  BIS,  and Building
Systems.  For IT Applications,  the Assessment and Planning phases were complete
and  Remediation/Replacement  and  Testing  phases  were  95  percent  complete.
Compliance  Validation has been completed for  approximately 75% of key systems,
with  most  of the  remaining  work in its  final  stage.  For BIS and  Building
Systems,   Assessment  and  Planning  are  substantially   complete.   For  BIS,
Remediation/Replacement  is  substantially  complete and Testing is in progress.
MII is on  track  for  completion  of  Remediation/Replacement  and  Testing  of
Building Systems for September of 1999. Compliance Validation is in progress for
both BIS and  Building  Systems.  Implementation  and  Quality  Assurance  is in
progress for IT Applications, BIS and Building Systems.

Year  2000  compliance   communications   with  MII's  significant  third  party
suppliers, vendors and business partners, including its franchisees are ongoing.
MII's efforts are focused on the connections most critical to customer  service,
core business processes and revenues, including those third parties that support
the most critical  enterprise-wide IT Applications,  franchisees  generating the
most revenues,  suppliers of the most widely used Building  Systems and BIS, the
top  100  suppliers,  by  dollar  volume,  of  non-IT  products,  and  financial
institutions providing the most critical payment processing functions. Responses
have been  received  from a majority of the firms in this  group.  A majority of
these respondents have either given assurances of timely Year 2000 compliance or
have  identified  the  necessary  actions  to be taken by them or MII to achieve
timely Year 2000 compliance for their products.

MII has  established  a common  approach  for testing and  addressing  Year 2000
compliance  issues for its managed and  franchised  properties.  This includes a
guidance  protocol  for  operated  properties,  and a Year  2000  "Toolkit"  for
franchisees  containing relevant Year 2000 compliance  information.  MII is also
utilizing a Year 2000 best-practices sharing system.

Risks.  There can be no assurances that Year 2000 remediation by the Partnership
or third  parties  will be properly and timely  completed,  and failure to do so
could have a material  adverse effect on the  Partnership,  its business and its
financial condition.  The Partnership cannot predict the actual effects to it of
the Year 2000  issue,  which  depends  on  numerous  uncertainties  such as: (i)
whether  significant  third  parties,  properly and timely address the Year 2000
issue;  and (ii) whether  broad-based or systemic  economic  failures may occur.
Host  Marriott is also unable to predict the  severity  and duration of any such
failures,  which  could  include  disruptions  in  passenger  transportation  or
transportation  systems  generally,  loss of utility  and/or  telecommunications
services,  the loss or  distortion  of hotel  reservations  made on  centralized
reservations systems and errors or failures in financial transactions or payment
processing systems such as credit cards. Due to the general uncertainty inherent
in the Year 2000 issue and the  Partnership's  dependence on third parties,  the
Partnership is unable to determine at this time whether the consequences of Year
2000 failures will have a material  impact on the  Partnership.  Host Marriott's
Year 2000 compliance  program is expected to  significantly  reduce the level of
uncertainty  about  the Year  2000  issue and Host  Marriott  believes  that the
possibility of significant interruptions of normal operations should be reduced.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Partnership does not have significant market risk with respect to interest 
rates, foreign currency exchanges or other market rate or price risks, and the 
Partnership does not hold any financial instruments for trading purposes.  As of
March 26, 1999, all of the Partnership's mortgage debt is fixed rate.   

However,  the Partnership has a debt service  guaranty advance that is sensitive
to changes in interest rates. The interest  recognized on the debt obligation is
based on prime rate, which was 7.75% at December 31, 1998 and at March 26, 1999.
The interest rate,  fair value,  and future  maturity  associated with this debt
obligation  has  not  changed   materially  from  the  amount  reported  in  the
Partnership's annual report on Form 10-K.

                                            PART II. OTHER INFORMATION


ITEM 1.         LEGAL PROCEEDINGS

The  Partnership  and  the  Hotels  are  involved  in  routine   litigation  and
administrative  proceedings arising in the ordinary course of business,  some of
which are expected to be covered by liability  insurance and which  collectively
are not expected to have a material  adverse  effect on the business,  financial
condition or results of operations of the Partnership.

Marvin Schick and Jack Hirsch,  the  plaintiffs in a class action lawsuit styled
Marvin  Schick,  et al. v. Host Marriott  Corporation,  et al., Civil Action No.
15991,  filed their  complaint  on October 16, 1997 in Delaware  Chancery  Court
against  the  General  Partner,  the  Manager  and  certain of their  respective
affiliates,  officers  and  directors.  The  plaintiffs'  claim that the General
Partner agreed to decrease the owner's  priority under the Management  Agreement
for the  benefit of the  Manager  without  obtaining  the consent of the limited
partners.  The lawsuit  includes  claims  against Host  Marriott and the General
Partner  for  breach of  contract  and breach of  fiduciary  duty,  and  against
Marriott International,  Inc. and the Manager for interference with contract and
aiding and  abetting in the breach of  fiduciary  duties.  The  General  Partner
believes that the change in the  Management  Agreement  did not require  limited
partner approval,  because, among other things, it did not result in an increase
in  compensation  to  the  Manager.  The  defendants  filed  an  answer  to  the
plaintiffs'  complaint  and asserted a number of  defenses.  The parties to this
lawsuit have  reached a tentative  agreement to settle the matter and are in the
process of finalizing the settlement.

On March 16, 1998,  limited partners in several  partnerships  sponsored by Host
Marriott,  filed a lawsuit,  styled Robert M. Haas, Sr. and Irwin Randolph Joint
Tenants, et al. v. Marriott  International,  Inc., et al., Case No. 98-CI-04092,
in the 57th  Judicial  District  Court of Bexar County,  Texas against  Marriott
International,   Inc.,  Host  Marriott,  various  of  their  subsidiaries,  J.W.
Marriott,  Jr.,  Stephen  Rushmore,  and Hospitality  Valuation  Services,  Inc.
(collectively,  the "Defendants").  The lawsuit relates to the following limited
partnerships:  Courtyard by Marriott Limited Partnership,  Courtyard by Marriott
II Limited  Partnership,  Marriott Residence Inn Limited  Partnership,  Marriott
Residence  Inn  II  Limited  Partnership,  Fairfield  Inn  by  Marriott  Limited
Partnership,  Desert Springs Marriott  Limited  Partnership and Atlanta Marriott
Marquis  Limited  Partnership  (collectively,  the  "Seven  Partnerships").  The
plaintiffs  allege  that the  Defendants  conspired  to sell hotels to the Seven
Partnerships  for inflated  prices and that they charged the Seven  Partnerships
excessive  management  fees to  operate  the  Seven  Partnerships'  hotels.  The
plaintiffs  further allege,  among other things,  that the Defendants  committed
fraud,  breached  fiduciary  duties  and  violated  the  provisions  of  various
contracts. The plaintiffs are seeking unspecified damages. The Defendants, which
do not include  the Seven  Partnerships,  believe  that there is no truth to the
plaintiffs'  allegations  and that the lawsuit is totally  devoid of merit.  The
Defendants  intend to  vigorously  defend  against  the claims  asserted  in the
lawsuit.  They have filed an answer to the  plaintiffs'  petition and asserted a
number of defenses.  A related case concerning  Courtyard by Marriott II Limited
Partnership filed by the plaintiff's  lawyers in the same court involves similar
allegations against the defendants, and has been certified as a class action. On
March 18, 1999, two of the  Partnership's  limited partners filed a class action
petition in intervention seeking to convert that portion of the lawsuit relating
to the  Partnership  into a class  action.  The  court has not yet ruled on this
petition.  Although the Seven  Partnerships have not been named as Defendants in
the  lawsuit,  the  partnership  agreements  relating to the Seven  Partnerships
include an indemnity  provision  which  requires the Seven  Partnerships,  under
certain  circumstances,  to  indemnify  the  general  partners  against  losses,
expenses and fees.

On April 1,  1999,  Equity  Resource  Fund X,  Equity  Resource  Fund XII,  Palm
Investors,   L.L.C.,  and  Repp  Properties,   L.P.,  limited  partners  in  the
Partnership  and in  Courtyard  by  Marriott  II  Limited  Partnership,  filed a
derivative  lawsuit on behalf of the  Partnership  and  Courtyard by Marriott II
Limited  Partnership  against  Marriott   International,   Inc.,  Host  Marriott
Corporation,  various of their  subsidiaries,  and several of their  current and
former  executives.  The  plaintiffs  filed this  lawsuit in the 150th  Judicial
District of Bexar County,  Texas and the case is styled Equity  Resource Fund X,
et al. v. CBM One  Corporation,  et al., Case No.  99-CI-04765.  The  plaintiffs
allege that the defendants  conspired to profit at the partnerships'  expense by
entering into  agreements,  including  management  agreements and ground leases,
that were unfair and not commercially reasonable. The plaintiffs further allege,
among other things, that the defendants  committed fraud,  breaches of fiduciary
duties and violated  provisions of the various  agreements.  The  plaintiffs are
seeking disgorgement of all fees and rents paid under the management  agreements
and  leases,  cancellation  or  reformation  of these  agreements,  damages  and
replacement of the general  partners.  The  defendants  believe that there is no
truth to the  plaintiffs'  allegations and that the lawsuit is totally devoid of
merit.  Although the  defendants  have not yet been  required to file a pleading
responsive to the complaint, they intend to vigorously defend against the claims
asserted in the derivative lawsuit.


ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K

a.      Exhibits:

        None.

b. Reports on Form 8-K:

        None.




<PAGE>


                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant has duly caused this Form 10-Q to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                 COURTYARD BY MARRIOTT
                                                 LIMITED PARTNERSHIP

                                                 By:      CBM ONE LLC
                                                          General Partner



                                                 By:      /s/ Earla L. Stowe
                                                          Earla L. Stowe
                                                          Vice President and
                                                          Chief Accounting 
May 6, 1999                                                 Officer